S-1/A

As filed with the Securities and Exchange Commission on August 7, 2007

Registration No. 333-144837

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ARCHEMIX CORP.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 2834
(Primary Standard Industrial
Classification Code Number) 04-3511153
(IRS Employer
Identification No.)

300 Third Street
Cambridge, Massachusetts 02142
(617) 621-7700
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Errol B. De Souza, Ph.D.

President and Chief Executive Officer

Archemix Corp.

300 Third Street

Cambridge, Massachusetts 02142

(617) 621-7700

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

With copies to:

Jeffrey M. Wiesen, Esq.
Megan N. Gates, Esq.
Scott A. Samuels, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000 David E. Redlick, Esq.
Stuart R. Nayman, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
399 Park Avenue
New York, New York 10022
(212) 230-8800

     Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

Explanatory Note

     This Amendment No. 1 is being filed solely for the purpose of filing exhibits to the Registration Statement (Registration No. 333-144837) and no changes or additions are being made hereby to the preliminary prospectus which forms part of the Registration Statement or to Items 13, 14, 15 or 17 of Part II of the Registration Statement.

TABLE OF CONTENTS

PART II
	Item 16. Exhibits and Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
Ex-10.7 Amended and Restated Collaboration Agreement
Ex-10.8 Collaborative Research and License Agreement, dated January 17, 2007
Ex-10.9 Collaborative Research and License Agreement, dated June 6, 2007
Ex-10.10 License Agreement, dated as of October 23, 2001
Ex-10.11 Settlement Agreement and Release, dated September 4, 2003
Ex-10.12 Amended and Restated License Agreement, dated as of June 14, 2007
Ex-10.13 License Agreement, dated as of October, 2003
Ex-10.14 Collaborative Research and License Agreement, dated June 11, 2007
Ex-10.15 Collaborative Research and License Agreement, dated June 30, 2006
Ex-10.16 Collaborative Research, Services and License Agreement, dated as of December 21, 2006
Ex-10.17 Technology Development and License Agreement, dated as of August 6, 2003
Ex-10.18 Research and License Agreement, dated April 8, 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

Exhibits

Exhibit No.	Description
1.1**	Form of Underwriting Agreement.
3.1*	Amended and Restated Certificate of Incorporation of the Registrant.
3.2 **	Form of Amended and Restated Certificate of Incorporation to become effective upon completion of the offering.
3.3*	Amended and Restated By-laws of the Registrant.
3.4**	Form of Amended and Restated Bylaws to become effective upon completion of this offering.
4.1**	Form of Common Stock Certificate.
4.2*	Third Amended and Restated Registration Rights Agreement, dated June 13, 2007, by and among the Registrant and the stockholders listed therein.
4.3*	Form of Registration Rights Agreement by and between the Registrant and Nuvelo, Inc.
4.4**	Form of Common Stock Purchase Agreement by and between the Registrant and Nuvelo, Inc.
4.5*	Warrant to Purchase Series A Convertible Preferred Stock issued to Comerica Bank-California, dated October 3, 2001.
4.6*	Warrant to Purchase Series A Convertible Preferred Stock issued to Comerica Bank- California, dated December 18, 2002.
4.7*	Form of Common Stock Warrant, together with a schedule of warrant holders.
5.1**	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with respect to the legality of securities being registered.
10.1@*	Employment Agreement by and between the Registrant and Errol De Souza, dated March 7, 2003.
10.2@*	Employment Agreement by and between the Registrant and Duncan Higgons, dated December 15, 2005.
10.3@*	Offer Letter from the Registrant to James Gilbert, dated September 8, 2006.
10.4@*	Offer Letter from the Registrant to Gregg Beloff, dated November 14, 2003.
10.5@*	Offer Letter from the Registrant to Page Bouchard, dated August 24, 2004.
10.6*	Lease by and between the Registrant and Three Hundred Third Street, LLC, dated April 11, 2005, as amended.
10.7†	Amended and Restated Collaboration Agreement by and between the Registrant and Nuvelo, Inc., dated July 31, 2006.
10.8†	Collaborative Research and License Agreement by and between the Registrant and Merck KGaA, dated January 17, 2007, as amended June 6, 2007.
10.9†	Collaborative Research and License Agreement between the Registrant and Merck KGaA, dated as of June 6, 2007.
10.10†	License Agreement between Gilead Sciences, Inc. and the Registrant, dated as of October 23, 2001.
10.11†	Settlement Agreement and Release by and among the Registrant, Gilead Sciences, Inc. and University License Equity Holdings, Inc., dated September 4, 2003.

II-1

Exhibit No.	Description
10.12†	Amended and Restated License Agreement by and between the Registrant and SomaLogic, Inc., dated as of June 14, 2007.
10.13†	License Agreement by and between the Registrant and Regado Biosciences, Inc., dated as of October, 2003.
10.14†	Collaborative Research and License Agreement by and between the Registrant and Takeda Pharmaceutical Company Limited, dated June 11, 2007.
10.15†	Collaborative Research and License Agreement, by and between the Registrant and Elan Pharma International Limited, dated June 30, 2006.
10.16†	Collaborative Research, Services and License Agreement by and between the Registrant and Pfizer Inc., dated as of December 21, 2006.
10.17†	Technology Development and License Agreement by and between the Registrant and Aptamera, Inc. (now known as Antisoma plc), dated as of August 6, 2003.
10.18†	Research and License Agreement by and between the Registrant and Eyetech Pharmaceuticals, Inc. (now known as OSI Pharmaceuticals, Inc.), dated as of April 8, 2004.
10.19*	Loan and Security Agreement by and between the Registrant and Silicon Valley Bank, dated as of April 11, 2005, as amended.
10.20@**	Form of Indemnification Agreement for officers and directors.
10.21@*	Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended.
10.22@*	Form of Non-Qualified Stock Option Agreement for Directors under the Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended.
10.23@*	Form of Incentive Stock Option Agreement for Senior Executives under the Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended.
10.24@*	Form of Non-Qualified Stock Option Agreement for Senior Executives under the Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended.
23.1*	Consent of Ernst & Young LLP.
23.2**	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see Exhibit 5.1).
24.1*	Powers of Attorney.

*	Previously filed.
**	To be filed by amendment.
†	Confidential treatment has been requested for portions of this exhibit.
@	Management compensation plan or contract.

Financial Statement Schedules

     Financial Statement Schedules are omitted because the information is included in our financial statements or notes to those financial statements.

II-2

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on August 7, 2007.

ARCHEMIX CORP.
By:	/s/ Errol B. De Souza
	Errol B. De Souza, Ph.D.
	President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date
/s/ Errol B. De Souza  Errol B. De Souza, Ph.D.	President, Chief Executive Officer and Director (principal executive officer)	August 7, 2007
/s/ Gregg D. Beloff  Gregg D. Beloff	Chief Financial Officer (principal financial and accounting officer)	August 7, 2007
*  Alex Barkas, Ph.D.	Director	August 7, 2007
*  Peter Barrett, Ph.D.	Director	August 7, 2007
*  Lawrence Best	Director	August 7, 2007
*  John Maraganore, Ph.D.	Director	August 7, 2007
*  Corey Mulloy	Director	August 7, 2007
*  Michael Ross, Ph.D.	Director	August 7, 2007
*  Robert Stein, M.D., Ph.D.	Director	August 7, 2007

* By: /s/ Errol B. De Souza   Errol B. De Souza
Attorney-in-fact

II-3

EXHIBIT INDEX

Exhibit No.	Description
1.1**	Form of Underwriting Agreement.
3.1*	Amended and Restated Certificate of Incorporation of the Registrant.
3.2 **	Form of Amended and Restated Certificate of Incorporation to become effective upon completion of the offering.
3.3*	Amended and Restated By-laws of the Registrant.
3.4**	Form of Amended and Restated Bylaws to become effective upon completion of this offering.
4.1**	Form of Common Stock Certificate.
4.2*	Third Amended and Restated Registration Rights Agreement, dated June 13, 2007, by and among the Registrant and the stockholders listed therein.
4.3*	Form of Registration Rights Agreement by and between the Registrant and Nuvelo, Inc.
4.4**	Form of Common Stock Purchase Agreement by and between the Registrant and Nuvelo, Inc.
4.5*	Warrant to Purchase Series A Convertible Preferred Stock issued to Comerica Bank-California, dated October 3, 2001.
4.6*	Warrant to Purchase Series A Convertible Preferred Stock issued to Comerica Bank- California, dated December 18, 2002.
4.7*	Form of Common Stock Warrant, together with a schedule of warrant holders.
5.1**	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with respect to the legality of securities being registered.
10.1@*	Employment Agreement by and between the Registrant and Errol De Souza, dated March 7, 2003.
10.2@*	Employment Agreement by and between the Registrant and Duncan Higgons, dated December 15, 2005.
10.3@*	Offer Letter from the Registrant to James Gilbert, dated September 8, 2006.
10.4@*	Offer Letter from the Registrant to Gregg Beloff, dated November 14, 2003.
10.5@*	Offer Letter from the Registrant to Page Bouchard, dated August 24, 2004.
10.6*	Lease by and between the Registrant and Three Hundred Third Street, LLC, dated April 11, 2005, as amended.
10.7†	Amended and Restated Collaboration Agreement by and between the Registrant and Nuvelo, Inc., dated July 31, 2006.
10.8†	Collaborative Research and License Agreement by and between the Registrant and Merck KGaA, dated January 17, 2007, as amended June 6, 2007.
10.9†	Collaborative Research and License Agreement between the Registrant and Merck KGaA, dated as of June 6, 2007.
10.10†	License Agreement between Gilead Sciences, Inc. and the Registrant, dated as of October 23, 2001.
10.11†	Settlement Agreement and Release by and among the Registrant, Gilead Sciences, Inc. and University License Equity Holdings, Inc., dated September 4, 2003.
10.12†	Amended and Restated License Agreement by and between the Registrant and SomaLogic, Inc., dated as of June 14, 2007.
10.13†	License Agreement by and between the Registrant and Regado Biosciences, Inc., dated as of October, 2003.
10.14†	Collaborative Research and License Agreement by and between the Registrant and Takeda Pharmaceutical Company Limited, dated June 11, 2007.
10.15†	Collaborative Research and License Agreement, by and between the Registrant and Elan Pharma International Limited, dated June 30, 2006.
10.16†	Collaborative Research, Services and License Agreement by and between the Registrant and Pfizer Inc., dated as of December 21, 2006.
10.17†	Technology Development and License Agreement by and between the Registrant and Aptamera, Inc. (now known as Antisoma plc), dated as of August 6, 2003.

Exhibit No.	Description
10.18†	Research and License Agreement by and between the Registrant and Eyetech Pharmaceuticals, Inc. (now known as OSI Pharmaceuticals, Inc.), dated as of April 8, 2004.
10.19*	Loan and Security Agreement by and between the Registrant and Silicon Valley Bank, dated as of April 11, 2005, as amended.
10.20@**	Form of Indemnification Agreement for officers and directors.
10.21@*	Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended.
10.22@*	Form of Non-Qualified Stock Option Agreement for Directors under the Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended.
10.23@*	Form of Incentive Stock Option Agreement for Senior Executives under the Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended.
10.24@*	Form of Non-Qualified Stock Option Agreement for Senior Executives under the Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended.
23.1*	Consent of Ernst & Young LLP.
23.2**	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see Exhibit 5.1).
24.1*	Powers of Attorney.

*	Previously filed.
**	To be filed by amendment.
†	Confidential treatment has been requested for portions of this exhibit.
@	Management compensation plan or contract.

EX-10.7

Exhibit 10.7

AMENDED AND RESTATED
COLLABORATION AND LICENSE AGREEMENT

     This Amended and Restated Collaboration and License Agreement (the “Agreement”) is entered into and made effective as of July ___, 2006 (the “Effective Date”), by and between Nuvelo, Inc., a Delaware corporation having its principal place of business at 201 Industrial Road, Suite 310, San Carlos, CA 94070 (“Nuvelo”), and Archemix Corp., a Delaware corporation having its principal place of business at 300 Third Street, Cambridge, MA 02142 (“Archemix”). Nuvelo and Archemix are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

     Whereas, the Parties entered into a Collaboration Agreement as of January 12, 2004 (the “Original Agreement”), for the purpose of identifying aptamers with anti-thrombin activity (the terms and conditions contained therein, the “Original Terms”); and

     Whereas, the particular aptamer that was the original Development Compound (as defined in the Original Agreement), ARC 183, has been withdrawn from Development; and

     Whereas, on March 4, 2006, Archemix initiated arbitration proceedings with Judicial Arbitration and Mediation Services, Inc., New York (“JAMS”), Case No. 1425000626 (the “Arbitration”), and Nuvelo submitted counterclaims on May 17, 2006; and

     Whereas, the Parties wish to revise their collaboration so that Archemix will be responsible for the discovery of short-acting aptamers which bind to specifically defined protein targets causing an anti-coagulation effect, and Nuvelo will have the exclusive right to develop and commercialize aptamers so identified by Archemix; and

     Whereas, the Parties have by mutual agreement, agreed to supersede the terms of the Original Agreement, with those set forth in this Agreement as of the Effective Date.

     Now, Therefore, the Parties agree as follows:

1. Definitions

     The following terms and those set forth in Exhibit A have the meanings set forth below or in Exhibit A, as the case may be, as used in this Agreement:

     1.1 “Affiliate” means a person, corporation, partnership, or other entity that controls, is controlled by or is under common control with a Party. For the purposes of this Section 1.1, the word “control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct the management and policies of such entity, whether by the ownership of at least fifty percent (50%) of the voting stock of such entity, or by contract or otherwise.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     1.2 “Allowable Commercialization Expenses” means those expenses incurred during the term of this Agreement which are specifically attributable to the actual or contemplated Commercialization of a specific Licensed Product(s), and shall consist of: (a) Costs of Goods; (b) Marketing, Sales and Distribution Costs; (c) out of pocket costs to identify potential partners and to negotiate Partnering Agreements; (d) all patent prosecution, maintenance and litigation expenses incurred under Article 9 of this Agreement; (e) Post Launch Research and Development Expenses; (f) Allocated Administrative Expenses; (g) the costs of engaging Third Parties to assist with Commercialization; and (h) Currency Gains or Losses. “Allowable Commercialization Expenses” shall exclude Development Costs.

     1.3 “Aptamer” means any oligonucleotide that binds to a target through means other than Watson-Crick base-pairing.

     1.4 “ARC 2172” means the Aptamer having the nucleotide sequence set forth in Exhibit D.

     1.5 “Archemix Background Technology” means any Technology used by Archemix, or provided by Archemix for use hereunder and/or which is otherwise necessary or useful for the Research, Development, Commercialization, manufacture, importation or use of any Candidate Compound, Development Compound or Licensed Product and that is (a) Controlled by Archemix as of the Effective Date, (b) conceived or first reduced to practice by employees of, or consultants to, Archemix after the Effective Date other than in the conduct of Research, Development or Commercialization, (c) conceived or first reduced to practice in the conduct of Research, Development or Commercialization and that constitutes SELEX Inventions or SELEX Technology, or (d) Archemix’s interest in all Program Technology to the extent it is not Compound Technology.

     1.6 “Archemix Patent Rights” means Patent Rights Controlled by Archemix claiming or disclosing Archemix Technology. For clarity, Archemix Patent Rights include all Licensed Patent Rights.

     1.7 “Archemix Product” has the meaning assigned in Section 12.2(a)(ii).

     1.8 “Archemix Program Technology” means any Program Technology that is conceived or first reduced to practice by or through employees of, or consultants to, Archemix, alone or with any Third Party, in the conduct of the Research, Development or Commercialization of Candidate Compounds, Development Compounds or Licensed Products.

     1.9 “Archemix Technology” means, collectively, Archemix Background Technology, Archemix’s interest in all Joint Technology, and Archemix Program Technology. “Archemix Technology” includes the Compound Technology.

     1.10 “Bankrupt Party” has the meaning assigned in Section 16.2(a).

     1.11 “Candidate Compound” means an Aptamer that is a Short Acting Coagulation Cascade Aptamer that is identified by Archemix in the course of its Research under this Agreement pursuant to an approved Research Plan.

2.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     1.12 “Coagulation Cascade Protein” means a protein that is included on the list set forth in Exhibit B.

     1.13 “Collaboration” means all activities performed by or on behalf of Nuvelo or Archemix in the course of performing the activities described in, or fulfilling of their obligations pursuant to, this Agreement.

     1.14 “Commercialization” or “Commercialized” means all activities that are undertaken prior to, during or after completion of an NDA filing for a particular Licensed Product and that relate to the commercial manufacture, marketing and sale of such Licensed Product including but not limited to pre-commercialization, advertising, education, planning, marketing, promotion, distribution, market and product support studies, and Phase 4 Trials.

     1.15 “Compound Patent Rights” means Patent Rights to the extent claiming (a) Compound Technology or (b) ARC 2172.

     1.16 “Compound Technology” means any Program Technology developed solely by Archemix or which is Joint Technology and in either case to the extent specifically disclosing the composition of matter, formulation or use in the Field of a Short Acting Coagulation Cascade Aptamer that is or was discovered or made by Archemix under this Agreement or the Original Agreement, including any Candidate Compound, Development Compound or Licensed Product.

     1.17 “Confidential Information” has the meaning assigned to it in Section 10.1.

     1.18 “Contract Year” means (a) the period beginning on the Effective Date and ending on the first anniversary of the last day of the calendar month in which the Effective Date falls and (b) each succeeding twelve (12) month period thereafter.

     1.19 “Control” means, with respect to an item of Technology, a molecule or an intellectual property right, that a Party owns or has a license to such item, to a Patent Right claiming such molecule, or to such right and has the ability to disclose and grant a license or sublicense as provided for in this Agreement under such item, Patent Right, or right without the payment of additional consideration to, and without violating the terms of any agreement or other arrangement with, any Third Party.

     1.20 “Derived” means identified, obtained, developed, created, synthesized, designed, derived or resulting from, based upon, containing, incorporating or otherwise generated from, conjugated to or complexed with (whether directly or indirectly, or in whole or in part).

     1.21 “Develop” or “Development” means all activities with respect to a Development Compound or Licensed Product relating to: (a) the preparation for and conducting of Phase 1 Trials, Phase 2 Trials, and Phase 3 Trials; (b) the filing and obtaining of Regulatory Approval for a Licensed Product; and (c) all activities relating to developing the ability to manufacture Development Compounds or Licensed Products. This includes, but is not limited to: (i) preclinical testing, toxicology, formulation development, clinical studies, regulatory affairs and outside counsel regulatory legal services; and (ii) manufacturing process development and scale up for bulk and final forms of Development Compounds and Licensed Products, validation

3.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

documentation, all documentation generated in connection with the manufacturing or processing activities and manufacturing and quality assurance technical support activities for such Development Compounds or Licensed Products prior to first commercial sale.

     1.22 “Development Compound:”

          (a) means any Candidate Compound that is discovered or made by Archemix under the Original Agreement or this Agreement and selected by Nuvelo for IND-enabling studies and designated by Nuvelo as a Development Compound pursuant to Section 2.2 and 2.3 of this Agreement;

          (b) any compound Derived from a Development Compound, as defined in subsection (a) above, under the Original Agreement or this Agreement that is a Short Acting Coagulation Cascade Aptamer(for clarity, any such compound defined in this subsection (b) shall be designated as a separate Development Compound under this Agreement); and

          (c) ARC 2172.

     1.23 “Development Costs:”

          (a) means the expenses incurred by Nuvelo or Archemix or for its account after the Effective Date, and which are specifically attributable to the Development of Development Compounds and Licensed Products, including, without limitation:

               (i) costs of preclinical design and evaluation of Candidate Compounds, Development Compounds and Licensed Products, and costs of studies on the toxicological, pharmacokinetic, metabolic or clinical aspects of Candidate Compounds, Development Compounds and Licensed Products (such costs include the costs of any consultants or other Third Parties engaged by Nuvelo to conduct such design or evaluation);

               (ii) costs of pre-IND studies including the manufacturing cost of preclinical supplies of Candidate Compounds, Development Compounds and Licensed Products, including GMP materials;

               (iii) costs of conducting clinical trials on Development Compounds and Licensed Products including the manufacturing cost of clinical supplies of the Development Compounds and Licensed Products;

               (iv) costs of preparing, submitting, reviewing or developing data or information for the purpose of submission to a Regulatory Authority to obtain approval to Commence Phase 1 Trials or to obtain Regulatory Approval for Development Compounds and Licensed Products;

               (v) fees, including FDA user fees, associated with U.S. and foreign regulatory filings or other U.S. and foreign governmental requirements related to Development Compounds and Licensed Products;

4.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

               (vi) costs of Third Party licenses under Patents or other intellectual property rights reasonably necessary to develop Development Compounds or Licensed Products or to commercialize Licensed Products;

               (vii) external and internal costs of process development, manufacturing, quality assurance, release testing, and clinical materials relating to Development Compounds or Licensed Products; and

               (viii) such other costs directly incurred in Development of Development Compounds or Licensed Products.

          (b) Development Costs excludes Nuvelo’s and Archemix’s overhead expenses and FTE expenses, and any FTE payments to Archemix hereunder, notwithstanding anything else in this Section 1.23.

          (c) Development Costs will be calculated on an accrual basis consistent with GAAP except for the expenses incurred by Nuvelo in manufacturing clinical supplies of each Development Compound or Licensed Compound, which will be calculated on a cash basis prior to the Commercialization of the Development Compound or Licensed Compound.

     1.24 “Diligent Efforts” means the carrying out of obligations or tasks in a reasonable, good faith, and diligent manner consistent with efforts and resources as commonly used in the research-based biotechnology industry for a company of a similar size and a similar market capitalization, for a therapeutic product at a similar stage of research, development or commercialization, and having similar market potential, taking into account issues of safety, efficacy, product profile, the costs to develop, the competitiveness of alternative products that are or are expected to be in the relevant marketplace, the proprietary position of the product, the regulatory structure and the likelihood of regulatory approval and product reimbursement, the profitability of the product, and all other relevant commercial factors.

     1.25 “Drug Approval Application” means an application for Regulatory Approval required before commercial sale or use of a Licensed Product as a drug in a regulatory jurisdiction.

     1.26 “EMEA” means the European Medicines Agency, or any successor thereof.

     1.27 “EMEA and Pricing Approval” means approval by the EMEA to sell a Licensed Product together with pricing approval in at least one of France, Germany, Italy, Spain or United Kingdom.

     1.28 “FDA” means the United States Food and Drug Administration, or any successor federal agency thereto.

     1.29 “Field” means the use of Short Acting Coagulation Cascade Aptamers to Modulate blood clotting times in acute therapeutic applications, including but not limited to coronary artery bypass graft surgery and percutaneous coronary intervention. “Field” [***]: (a) the [***] of [***]; (b) [***] Aptamer [***] a [***]; (c) [***] Aptamers, [***], but not [***] to,

5.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

[***] and/or [***] of an Aptamer [***] of an Aptamer [***] as a [***]; or (d) [***] of a [***] in [***] with a [***], where the[***] is [***] to [***] or [***] the [***] of the [***] [***] For clarity, if any Short Acting Coagulation Cascade Aptamers Developed under this Agreement for use in the “Field”, as described in the previous sentences, have additional therapeutic uses, those additional therapeutic uses will also be considered part of the “Field.”

     1.30 “FTE” means the equivalent of one person working full time for one 12-month period in a Research, Development, Commercialization, regulatory or other relevant capacity, for [***] hours per year. For clarity, a single individual who works more than [***] hours in a single year shall be treated as one FTE regardless of the number of hours worked.

     1.31 “FTE Reimbursement Rate” means the rate at which Nuvelo shall reimburse Archemix for costs related to FTEs under this Agreement. Such costs shall cover all salary and benefits, and facilities and infrastructure costs, travel expenses, laboratory supplies and materials used internally by Archemix in fulfilling its obligations under this Agreement and all overhead charges which are allocable to company departments based on space occupied or headcount or another activity-based costing method and related to FTE obligations necessary for performance under this Agreement. Such FTE Reimbursement Rate shall be $[***] per FTE. For clarity, each Party shall be responsible, at its sole cost and expense, for paying the salaries and benefits of its employees.

     1.32 “Generic IP” has the meaning assigned in Section 5.7.

     1.33 “Gilead” means Gilead Sciences, Inc., a Delaware corporation with its principal offices located at 333 Lakeside Drive, Foster City, California 94404.

     1.34 “Gilead-Archemix Agreement” means the License Agreement entered into by and between Gilead and Archemix dated October 23, 2001, as amended September 4, 2003.

     1.35 “IND” means: (a) an Investigational New Drug Application as defined in the Federal Food, Drug and Cosmetic Act (“FDCA”) and regulations promulgated thereunder or any successor application or procedure required to initiate clinical testing of a Development Compound and/or Licensed Product in humans in the United States; (b) a counterpart of an Investigational New Drug Application that is required in any other country or region in the Territory before beginning clinical testing of a Development Compound and/or Licensed Product in humans in such country or region; and (c) all supplements and amendments to any of the foregoing.

     1.36 “In Vitro Diagnostics” means the use of the SELEX Process or Aptamers or PhotoAptamers identified through the use of the SELEX Process in the assay, testing or determination, outside of a living organism, of a substance in a test material. In Vitro Diagnostics [***] other [***], the [***] of the [***] or Aptamers or[***] through the [***] of the [***] in the [***] or [***]: (a) [***] of a [***], (i) of a [***] in a [***], often to [***] or [***] of a [***], or to [***] for [***](ii) of a [***] or other [***] in a [***], often to [***]or [***] the [***] of a [***], or [***] in a [***] or [***]and (iii) of [***] (as in [***]; (b) of a [***] on a [***] such as [***] (as in [***] or other [***] of [***] within [***]; and (c) any [***] in vitro diagnostic [***] of the [***] or Aptamers or [***] through the [***] of the [***] in

6.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

[***] for example, [***] and [***], and the [***] of [***] of Aptamer [***]: (i) to [***], through [***] in [***] or [***] of [***], and to [***] are [***] for the [***] of [***]; (ii) to [***] of [***] in a [***] of [***] in [***](iii) to [***] or [***] in[***] to [***] during [***] (e.g., as [***] of [***] or [***]; and (iv) to [***] or [***] in [***] to [***] (e.g., as [***] of [***] or [***]

     1.37 “Indemnitees” has the meaning assigned in Section 14.1.

     1.38 “Internal FTE” means an FTE performing activities related to the Collaboration by Archemix or its Affiliate(s).

     1.39 “IPO Price” means the price per share paid by investors participating in the Qualified IPO.

     1.40 “Joint Management Committee” or “JMC” means the committee described in Section 3.2.

     1.41 “Joint Patent Rights” means Patent Rights claiming Joint Technology.

     1.42 “Joint Technology” means any Program Technology jointly conceived or reduced to practice by employees of or consultants to Nuvelo and employees of or consultants to Archemix under this Agreement. For clarity, any jointly developed Technology that is SELEX Technology or SELEX Inventions shall not be considered Joint Technology regardless of which Party conceived or reduced to practice such Technology or Inventions.

     1.43 “Licensed Patent Rights” means any Archemix Patent Rights (a) to the extent claiming any Compound Technology, Candidate Compound, Development Compound or Licensed Product or the manufacture thereof or the use thereof in the Field, or (b) that are necessary or useful for Nuvelo to exercise the relevant licenses granted to it pursuant to Article 5. For clarity, the Licensed Patent Rights shall exclude any Patent Rights that relate to the SELEX Inventions or the SELEX Technology and shall include, without limitation, the following United States Patents and their counterparts throughout the world to the extent not SELEX Inventions or SELEX Technology: 6,334,318 B1; 5,476,766; 5,543,293; 5,582,981; 5,688,291; 5,817,785; 5,840,867; and 6,331,398 B1.

     1.44 “Licensed Product” means a product that comprises, consists of, or which incorporates a Development Compound regardless of its formulation or mode of administration; provided, that, any Aptamer contained therein is a Short Acting Coagulation Cascade Aptamer, and provided, further, that such Short Acting Coagulation Cascade Aptamer is not formulated, modified or administered such that the Short Acting Coagulation Cascade Aptamer or the Licensed Product does not demonstrate the short acting characteristics set forth in Exhibit C. For clarity, and without limitation, a Licensed Product shall not include any pegylated Aptamer.

     1.45 “Licensed Technology” means any Archemix Technology that (a) specifically relates to any Candidate Compound, Development Compound or Licensed Product relevant to the license grant, or (b) is necessary or useful for Nuvelo to exercise the relevant licenses granted to it pursuant to Article 5.

7.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     1.46 “Licensing Revenue” means any and all forms of consideration that Nuvelo or any Nuvelo Affiliate receives directly or indirectly from a Third Party Partner in connection with a Partnering Agreement, which may include upfront license fees, annual license or maintenance payments, milestone payments, royalties, imputed income on interest-free loans received from such Third Party Partner, the portion of an equity investment in Nuvelo or a Nuvelo Affiliate that is greater than the fair market value of Nuvelo’s or its Affiliate’s stock sold in such investment at the time of sale and other similar payments; but Licensing Revenue shall exclude any of the following amounts received by Nuvelo or its Affiliates under a Partnering Agreement: (a) an equity investment by such Third Party (but solely to the extent that such investment is at a price equal to or less than the fair market value of Nuvelo’s or its Affiliate’s stock sold in such investment at the time of sale); (b) a loan at reasonable interest rates for work required to be performed by Nuvelo and directed to the Development or Commercialization of Licensed Products subject to the Agreement; (c) research and development support (at a reasonable FTE value); (d) reimbursement of patent prosecution, maintenance, enforcement or defense expenses; or (e) payments directly attributable to supplying goods (at no more than one hundred twenty-five percent (125%) of actual manufacturing cost) or services to such Third Party Partner to enable the commercialization of the Licensed Product that is subject to the Partnering Agreement.

     1.47 “Losses” has the meaning assigned in Section 14.1.

     1.48 “MHLW” means the Ministry of Health, Labor and Welfare, otherwise referred to as “Korosho” or any successor thereto, which governs the scientific review of human pharmaceutical products in Japan.

     1.49 “Minimum FTE Funding Requirement” has the meaning assigned to it in Section 2.4.

     1.50 “Modulate” or “Modulation” means the inhibition or activation of a Coagulation Cascade Protein using a Short Acting Coagulation Cascade Aptamer. As used in this definition, “inhibition” means either (a) inhibition at a therapeutically useful level of a Short Acting Coagulation Cascade Aptamer by binding of a Short Acting Coagulation Cascade Aptamer to a pre-selected Coagulation Cascade Protein or (b) inhibition at a therapeutically useful level of a Short Acting Coagulation Cascade Aptamer of a second pre-selected Coagulation Cascade Protein by binding at a therapeutically useful level of a Short Acting Coagulation Cascade Aptamer to a first pre-selected Coagulation Cascade Protein. As used in this definition, “activation” means either (a) activation at a therapeutically useful level of a Short Acting Coagulation Cascade Aptamer by binding of a Short Acting Coagulation Cascade Aptamer to a pre-selected Coagulation Cascade Protein or (b) activation at a therapeutically useful level of a Short Acting Coagulation Cascade Aptamer of a second pre-selected Coagulation Cascade Protein by binding at a therapeutically useful level of a Short Acting Coagulation Cascade Aptamer to a first pre-selected Coagulation Cascade Protein.

     1.51 “NDA” means a New Drug Application submitted and filed with the FDA or the equivalent application or filing filed with any equivalent agency or government authority outside of the United States (including any supra-national agency such as in the European Union) necessary for approval of a drug in such jurisdiction.

8.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     1.52 “Net Sales:”

          (a) means the gross amount invoiced by Nuvelo or its Affiliate or a licensee or sublicensee (at any level, including a sublicensee of a sublicensee) for sales of Licensed Products to a Third Party (other than a Third Party Partner or a licensee or sublicensee) less, to the extent included within the gross amount invoiced to and paid by the customer, deductions for: (i) transportation, and customs clearance, duty charges and insurance relating to such transportation; (ii) sales and excise taxes, customs and any other governmental charges, all to the extent imposed upon the sale of the Licensed Products and paid by the selling party; (iii) distributors fees, rebates or allowances actually granted or allowed, including government and managed care rebates; (iv) quantity discounts, cash discounts or chargebacks actually granted, allowed or incurred in the ordinary course of business in connection with the sale of the Licensed Products; and (v) allowances or credits to customers, not in excess of the selling price of the Licensed Products, on account of governmental requirements, rejection, recalls or return of the Licensed Products.

          (b) Solely for the purpose of calculating Net Sales of Licensed Products, if a Party or its Affiliate, or a licensee or sublicensee, sells such Licensed Products in the form of a combination product containing any such Licensed Product and one or more active ingredients or a delivery device (whether combined in a single formulation or package, as applicable, or formulated or packaged separately but sold together for a single price) (a “Combination Product”), Net Sales of such Combination Product for the purpose of determining the royalty due to the other Party pursuant to Sections 7.4(b)(i) and/or 12.2(b) will be calculated by multiplying actual Net Sales of such Combination Product as determined in subsection (a) above by the fraction A/(A+B) where A is the invoice price of such Licensed Product if sold separately, and B is the total invoice price of the other active ingredient(s) or the delivery device in the combination if sold separately. If, on a country-by-country basis, such other active ingredient or ingredients or delivery device in the Combination Product are not sold separately in such country, but the Licensed Product component of the Combination Product is sold separately in such country, Net Sales for the purpose of determining royalties due to the other Party pursuant to Sections 7.4(b)(i) and/or 12.2(b) for the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product as determined in subsection (a) above by the fraction A/C where A is the invoice price of such Licensed Product component if sold separately, and C is the invoice price of the Combination Product. If, on a country-by-country basis, such Licensed Product component is not sold separately in such country, Net Sales for the purposes of determining royalties due to the other Party pursuant to Sections 7.4(b)(i) and/or 12.2(b) for the Combination Product shall be D/(D+E) where D is the fair market value of the portion of the Combination Products that contains the Licensed Product and E is the fair market value of the portion of the Combination Products containing the other active ingredient(s) or delivery device included in such Combination Product as such fair market values are determined by mutual agreement of the Parties.

     1.53 “Nuvelo Background Technology” means any Technology that is (a) Controlled by Nuvelo as of the Effective Date or (b) conceived or first reduced to practice by Nuvelo after the Effective Date other than in the conduct of Research, Development or Commercialization, and in either case is necessary or useful for the Research, Development, Commercialization, manufacture, importation, use or sale of Candidate Compounds, Development Compounds or

9.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Licensed Products under this Agreement. Nuvelo Background Technology does not include Nuvelo Program Technology or Nuvelo’s interest in Joint Technology. For clarity, any Program Technology that is SELEX Technology or SELEX Inventions shall not be considered Nuvelo Background Technology regardless of which Party conceived or reduced to practice such Technology or Inventions.

     1.54 “Nuvelo IPO Share Amount” means that number of shares of Archemix Common Stock equal to the lesser of (a) Ten Million Dollars ($10,000,000) divided by the IPO Price or (b) fifteen percent (15%) of the total gross offering proceeds (prior to underwriter commissions and expenses) raised by Archemix in the Qualified IPO divided by the IPO Price.

     1.55 “Nuvelo Patent Rights” means Patent Rights Controlled by Nuvelo claiming or disclosing Nuvelo Technology.

     1.56 “Nuvelo Product” has the meaning assigned to it in Section 12.2(a)(i).

     1.57 “Nuvelo Program Technology” means any Program Technology that is conceived or first reduced to practice by or through employees of, or consultants to, Nuvelo, alone or with any Third Party, in the conduct of the Research, Development or Commercialization of Candidate Compounds, Development Compounds or Licensed Products. For clarity, any Program Technology that is SELEX Technology or SELEX Inventions shall not be considered Nuvelo Program Technology regardless of which Party conceived or reduced to practice such Technology or Inventions.

     1.58 “Nuvelo Technology” means, collectively, Nuvelo Background Technology, Nuvelo Program Technology, and Nuvelo’s interest in all Joint Technology.

     1.59 “Partnered Product” means a Licensed Product that is the subject of a Partnering Agreement.

     1.60 “Partnering Agreement” means an executed and in-force written agreement between Nuvelo and a Third Party or between a Third Party Partner and another Third Party, wherein such Third Party is granted the right to Develop or Commercialize, alone or in collaboration with Nuvelo or another Third Party Partner, a Licensed Product.

     1.61 “Patent Rights” means the rights and interests in and to (a) a pending application for a patent anywhere in the world, including without limitation any provisional, converted provisional, continued prosecution application, substitution, continuation, divisional or continuation-in-part thereof; (b) any patent issuing on any of the foregoing, including any inventor’s certificate, that has not expired or been declared invalid by a court from which no appeal can be or has been taken; or (c) any extension, renewal, reissue or reexamination of any of the foregoing.

     1.62 “Phase 1 Trial” means that portion of the clinical development program that generally provides for the first introduction into humans of a product with the primary purpose of determining safety, metabolism and pharmacokinetic properties and clinical pharmacology of the

10.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

product, and that is consistent with 21 CFR §312.21(a) or the applicable rules and regulations of the jurisdiction in which the clinical trial is conducted.

     1.63 “Phase 2 Trial” means that portion of the clinical development program that provides for a clinical trial of a product on patients, which may include pharmacokinetic studies, the principal purpose of which is to make a preliminary determination that such product is safe for its intended use, to determine potential doses and to obtain sufficient information about such product’s efficacy to permit the design of further clinical trials, and that is consistent with 21 CFR §312.21(b) or the applicable rules and regulations of the jurisdiction in which the clinical trial is conducted.

     1.64 “Phase 3 Trial” means that portion of the clinical development program that provides for a pivotal human clinical trial of a product, which trial is designed to: (a) establish that a product is safe and efficacious for its intended use; (b) define warnings, precautions and adverse reactions that are associated with the product in the dosage range to be prescribed; and (c) support Regulatory Approval of such product; and which trial is consistent with 21 CFR §312.21(c) or the applicable rules and regulations of the jurisdiction in which the clinical trial is conducted.

     1.65 “Phase 4 Costs” means all expenses incurred by either Party or for its account, and specifically attributable to: (a) direct support of the performance of a Phase 4 Trial for a Licensed Product; or (b) process development for a Licensed Product in a Phase 4 Trial. All Phase 4 Costs shall be treated as Post Launch R&D Expenses in accordance with Exhibit A.

     1.66 “Phase 4 Trial” means a clinical trial of a Licensed Product commenced in a particular country after receipt of Regulatory Approval in such country in order to support commercialization of the Licensed Product.

     1.67 “Product Profit and Loss” means the profits or losses resulting from the Commercialization of Licensed Products and is equal to Net Sales plus Licensing Revenue less Allowable Commercialization Expenses.

     1.68 “Program Target” means a Coagulation Cascade Protein identified in Exhibit B that is the subject of an approved Research Plan.

     1.69 “Program Technology” means any Technology that is generated, conceived or first reduced to practice (actively or constructively) by either Party or both Parties in the conduct of the Research, Development or Commercialization of Candidate Compounds, Development Compounds or Licensed Products.

     1.70 “Qualified IPO” means Archemix’s firm commitment underwritten initial public offering on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market filed under the Securities Act of 1933, as amended, covering the offer and sale of Archemix Common Stock, with total gross offering proceeds to Archemix (prior to underwriter commissions and expenses) of at least thirty million dollars ($30,000,000) exclusive of the dollar value represented by the Nuvelo IPO Share Amount.

11.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     1.71 “Radio Therapeutic Aptamer” means any product for human therapeutic use that contains one or more Aptamers that targets specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates: (a) radionucleotides; or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.

     1.72 THIS SECTION LEFT INTENTIONALLY BLANK.

     1.73 “Regulatory Approval” means any and all approvals (including supplements, amendments, pre- and post-approvals, pricing and reimbursement approvals), licenses, registrations or authorizations of any national, supra-national (e.g., the European Commission or the Council of the European Union), regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity, that are necessary for the manufacture, distribution, use or sale of a Licensed Product in a regulatory jurisdiction.

     1.74 “Regulatory Authority” means the FDA or any counterpart of the FDA outside the United States, or other national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council, or other governmental entity with authority over the distribution, importation, exportation, manufacture, production, use, storage, transport or clinical testing or sale of a Licensed Product.

     1.75 “Regulatory Documentation” means, with respect to a Licensed Product, all regulatory filings and supporting documents created, submitted to the FDA or any equivalent agency or government authority outside of the United States (including any supra-national agency such as in the European Union) relating to such product, and all data contained therein, including, without limitation, any IND(s), NDA(s), Biologics License Application(s) (“BLA(s)”), Investigator’s Brochures, Drug Master File(s) , correspondence to and from the FDA or any equivalent agency or governmental authority outside of the United States, minutes from teleconferences with Regulatory Authorities, registrations and licenses, regulatory drug lists, advertising and promotion documents shared with Regulatory Authorities, adverse event files, complaint files and manufacturing records.

     1.76 “Regulatory Filing” means the NDA, BLA, IND, or any foreign counterparts thereof and any other filings required by Regulatory Authorities relating to the study, manufacture or commercialization of any Licensed Product.

     1.77 “Research” means: (a) the discovery and identification of Candidate Compounds for use within the Field; (b) the biological characterization (including, without limitation, preclinical activities such as in vivo analysis) of such Candidate Compounds; and (c) any other activities related to the Field specified in an approved Research Plan, in each case which are to be conducted pursuant to this Agreement.

     1.78 “Research Plan” means the written plan describing the Research and any other activities to be carried out by the Parties during each Contract Year during the Term of this Agreement as such written plan may be amended, modified or updated in accordance with the

12.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

terms of this Agreement. Each Research Plan shall include a budget and shall specify the number of FTEs to be utilized by Archemix.

     1.79 “Research Program Term” means the period during which Archemix shall be obligated to conduct Research on Nuvelo’s behalf hereunder. The Research Program Term shall begin on the Effective Date and end on the last day of the third Contract Year or such later date as the Parties may mutually agree in writing; provided, that, if this Agreement is terminated prior to the end of the Research Program Term, the effective date of termination shall be the last day of the Research Program Term.

     1.80 “Royalty Period” has the meaning assigned to it in Section 7.4(b)(iii).

     1.81 “SELEX Inventions” means any and all inventions, including any improvements, made solely by employees or independent contractors of one Party, or jointly by employees or independent contractors of each Party, in the course of the Party’s or Parties’ performance under this Agreement, specifically relating to the SELEX Technology.

     1.82 “SELEX Portfolio” means those Patent Rights licensed by Gilead to Archemix pursuant to the Gilead-Archemix Agreement.

     1.83 “SELEX Technology” means any Technology or process for identifying, modifying, optimizing and/or stabilizing an Aptamer, whether (i) existing as of the Effective Date or invented thereafter. For clarity for the purposes of this Section 1.83: (i) the process of “identifying” includes, without limitation, any process which is disclosed in or falls within the claimed scope of U.S. Patent Nos. 5,270,163 or 5,843,653 “); and (ii) the processes of “modifying”, “optimizing” and “stabilizing” include, without limitation, minimization, truncation, conjugation, pegylation, complexation, substitution, and deletion and/or incorporation of modified nucleotides. “SELEX Technology” and “SELEX Inventions” does not include any Compound Technology.

     1.84 “Short Acting Coagulation Cascade Aptamer” means ARC 2172 and any other Aptamer that: (a) binds to a pre-selected Coagulation Cascade Protein identified on Exhibit B; (b) Modulates the blood coagulant function of any Coagulation Cascade Protein identified on Exhibit B; and (c) demonstrates the short-acting characteristics and limitations that are set forth in Exhibit C. For clarity, Short Acting Coagulation Cascade Aptamers do not include [***] Nothing in this Section 1.84 will be interpreted to exclude an Aptamer from the definition of “Short Acting Coagulation Cascade Aptamer” if it Modulates functions other than the blood coagulant function of a Coagulation Cascade Protein; provided, that, it Modulates the blood coagulant function of a Coagulation Cascade Protein.

     1.85 “SomaLogic Agreements” means the [***] by and between [***] and [***], the [***] between [***] and [***], and the [***]

     1.86 “Technology” means, collectively, inventions, discoveries, improvements, trade secrets, proprietary materials and proprietary methods, whether or not patentable, including without limitation: (a) methods of production or use of, and structural and functional information pertaining to, chemical compounds; (b) compositions of matter, data, formulations, processes,

13.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

techniques, know-how and results (including any negative results); and (c) any proprietary data, instructions, processes, methods, formulae, materials, expert opinions and information including, without limitation, biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, clinical, safety, manufacturing and quality control data and information in the Control of a Party either prior to or during this Agreement that relates in any way to Research or Development activities.

     1.87 “Term” has the meaning assigned to it in Section 11.

     1.88 “Third Party” means any entity other than: (a) Nuvelo; (b) Archemix; or (c) an Affiliate of either of them.

     1.89 “Third Party Partner” means a Third Party that has entered into a Partnering Agreement.

     1.90 “Third Party Royalty” has the meaning assigned to it in Section 7.4(b)(ii).

     1.91 “Title 11” has the meaning assigned to it in Section 16.2(a).

     1.92 “ULEHI Agreement” means the [***] and [***] by and between [***] and [***] to the [***]

     1.93 “URC License Agreement” means the [***] and [***], by and between [***] and [***]

     1.94 “UTC” means [***], the [***] to the[***]

     1.95 “Valid Claim” means (a) any claim of a pending patent application which has been pending for a period of less than five (5) years from the date of issuance of a first patent office communication during examination of the first application related thereto, and shall not have been earlier cancelled, withdrawn or abandoned on a country-by-country basis, or (b) an issued unexpired patent that (i) has not been finally cancelled, withdrawn, abandoned or rejected by any administration agency or other body of competent jurisdiction, (ii) has not been permanently revoked, held invalid, or declared unpatentable or unenforceable in a decision of a court or other body of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal, (iii) has not been rendered unenforceable through disclaimer or otherwise, and (iv) is not lost through an interference proceeding.

2. Research

     2.1 Research Overview. Archemix will conduct Research in the Field in accordance with an approved Research Plan to generate Candidate Compounds during the Research Program Term. The Parties will prepare a Research Plan for Nuvelo’s approval for the initial twelve (12) months of the Research Program Term within sixty (60) days of the Effective Date. For the second and third years of the Research Program Term the Parties shall prepare an updated Research Plan for discussion by the JMC and approval by Nuvelo at least ninety (90) days prior to the first and second anniversaries of the Effective Date. Each Research Plan will include, without limitation, (a) a prioritized list of the Coagulation Cascade Protein targets for which

14.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Archemix will generate Aptamers; (b) a target product profile for Short Acting Coagulation Cascade Aptamers to meet for each Coagulation Cascade Protein pursued so that such Aptamers can be considered as Candidate Compounds; and (c) a proposed work plan and resource allocation plan.

     2.2 Diligence. The Parties will use Diligent Efforts to conduct their respective tasks throughout the Term, and will conduct all Research, Development and Commercialization activities in good scientific manner, and in compliance in all material respects with the requirements of applicable laws, rules and regulations, to attempt to achieve their objectives efficiently and expeditiously. Without limiting the generality of the foregoing:

          (a) Nuvelo will: (i) determine whether any Candidate Compounds should be designated as Development Compounds, and (ii) use Diligent Efforts to Develop, manufacture and Commercialize at least one (1) Development Compound and related Licensed Product for use in the Field.

          (b) Archemix will use Diligent Efforts to conduct Research and Nuvelo will use Diligent Efforts to evaluate in good faith and decide in a timely manner whether to designate Candidate Compounds as Development Compounds following receipt of all data requested by Nuvelo with regard to Candidate Compounds and to Develop and Commercialize any Development Compound or Licensed Product.

     2.3 Designation of Candidate Compounds and Development Compounds. Nuvelo will have the sole right to designate a Candidate Compound as a Development Compound based on whether the Candidate Compound meets the relevant target product profile established by Nuvelo and set forth in the Research Plan or as subsequently modified by Nuvelo in good faith and communicated in writing to Archemix.

     2.4 FTE Funding. Nuvelo shall pay Archemix a minimum of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) per Contract Year (the “Minimum FTE Funding Requirement”) for Archemix Internal FTEs dedicated to conducting Research or any Development activities in accordance with Research Plans approved by Nuvelo, and any other activities conducted in accordance with an approved Research Plan or in conducting Development activities approved in writing by Nuvelo. For clarity, the Minimum FTE Funding shall be paid to Archemix regardless of whether or not (a) a Research Plan has been approved by Nuvelo or (b) the number of FTEs contemplated by the Minimum FTE Funding Requirement are utilized in any Contract Year; provided, that, to the extent that Nuvelo provides Archemix with a Research Plan that calls for Archemix Internal FTEs up to the Minimum FTE Funding Requirement for the purpose of conducting Research or Development in the Field, Archemix shall be required to provide the services of such FTEs as a condition to its entitlement to the Minimum FTE Funding Requirement. To the extent that Nuvelo requires Archemix Internal FTEs above the amount contemplated by the Minimum FTE Funding Requirement such obligation to provide these additional FTE’s shall come only with (i) Archemix’s prior written consent and (ii) as part of an approved Research Plan. Unless otherwise stated herein, Nuvelo will have no other obligation to reimburse Archemix for any expenses Archemix incurs in connection with Archemix’s performance of Research under this Agreement. Notwithstanding any other provision hereof: (y) Archemix will have no obligation to engage any Third Party in

15.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

its performance of the Research hereunder, and Nuvelo will have no obligation to reimburse Archemix for any such Third Party engagement, unless Nuvelo agrees in writing to reimburse Archemix for the costs associated with such Third Party contracts, and (z) Archemix shall have no obligation to perform any activities not identified in an agreed Research Plan, and Nuvelo will have no obligation to reimburse Archemix for any such activities. Nuvelo will have no on-going obligation to fund any Research by Archemix after the expiration of the Research Program Term.

3. Management of the Collaboration

     3.1 Overall Management Structure. The Joint Management Committee (“JMC”) will be established as set forth below and will be responsible for reviewing the Research Plan, and all amendments thereto, under this Agreement as further described below. If Archemix exercises its Profit Share Option (as defined below), then the responsibility of the JMC will expand to include Nuvelo’s sharing of information relating to its Commercialization activities with respect to a particular Development Compound, and the Licensed Products relating thereto, pursuant to Section 6.2.

     3.2 Joint Management Committee.

          (a) Membership. The JMC shall be composed of six (6) members, with an equal number of members appointed by each Party. Immediately following the Effective Date, each Party shall appoint its initial representatives to the JMC. Each Party may replace its JMC representatives at any time upon written notice to the other Party. Nuvelo will designate one of its representatives as the Chairperson of the JMC. The Chairperson shall be responsible for scheduling meetings, preparing and circulating an agenda in advance of each meeting, and preparing and issuing minutes of each meeting within thirty (30) days thereafter. Minutes of a JMC meeting shall be final only when approved by the JMC.

          (b) Power and Responsibilities. During the Research Program Term of this Agreement, the JMC shall meet a minimum two (2) times per year as provided in Section 3.3. The JMC is responsible for: (i) reviewing the annual Research Plan; and (ii) receiving updates on Nuvelo’s Development activities hereunder with regard to any Development Compounds or Licensed Products then under Development. If Archemix exercises its Profit Share Option, then the responsibility of the JMC will expand to include receiving updates on Nuvelo’s Commercialization activities with respect to Licensed Products. The JMC shall have no power to amend this Agreement. Any amendments that alter the terms of this Agreement shall be implemented pursuant to Section 16.1 below.

     3.3 Meetings. The Parties shall endeavor to schedule meetings of the JMC at least thirty (30) days in advance. Committee meetings held in person will alternate between sites designated by each Party, unless otherwise agreed by the Parties. With the consent, not to be unreasonably withheld, of the representatives of each Party serving on the JMC, other representatives of each Party may attend meetings of the JMC as nonvoting observers. A meeting of the JMC may be held by audio or video teleconference. Each Party shall be responsible for all of its own expenses of participating in the meetings of the JMC, and such

16.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

expenses shall not be included in the Development Costs or Allowable Commercialization Expenses if Archemix exercises its Profit Share Option pursuant to Article 6.

     3.4 Decision Making. If the JMC is unable to reach a unanimous agreement on any matter that the JMC is responsible for, then Nuvelo shall have the final decision; provided, however, that, to the extent that a Research Plan contemplates Archemix Research or Development activities in excess of the minimum commitment described in Section 2.4, Archemix shall not be required to perform any Research or Development activities as part of a Research Plan without its prior written consent. Nuvelo will have the sole right to designate a Candidate Compound as a Development Compound based on whether the Candidate Compound meets a target product profile acceptable to Nuvelo and set forth in an approved Research Plan or subsequently modified by Nuvelo in good faith and communicated in writing to Archemix.

     3.5 Access to Information. Archemix shall provide Nuvelo and its authorized representatives with reasonable access during regular business hours to records, documents, and other information relating to the Candidate Compounds that Nuvelo may reasonably require in order to evaluate their potential as Development Compounds or, following their designation as Development Compounds, to Develop such Development Compounds pursuant to the exclusive licenses granted hereunder.

     3.6 Research Expenses. Nuvelo will reimburse Archemix for the Minimum FTE Funding Requirement per year during each Contract Year during the Research Program Term of this Agreement. Nuvelo shall pay twenty five percent (25%) of the annual Minimum FTE Funding Requirement for each Contract Year quarterly in advance; provided that, in the event that an approved Research Plan sets forth a number of FTE’s higher than those indicated in the Minimum FTE Funding Requirement, then Nuvelo shall pay quarterly in advance twenty five percent (25%) of the annual FTE funding requirement based on the number of FTEs set forth in the Research Plan.

     3.7 Independence. Subject to the terms of this Agreement, each Party shall manage its own activities and resources, acting independently and in its individual capacity. The relationship between Nuvelo and Archemix is that of independent contractors and neither Party shall have the power to bind or obligate the other Party in any manner, other than as is expressly set forth in this Agreement.

4. Development, Manufacture and Commercialization

     4.1 Designation of ARC 2172. Nuvelo hereby designates ARC 2172 as a Development Compound.

     4.2 Development and Commercialization. Nuvelo has sole and full control, authority and responsibility for conducting, funding (subject to Sections 6.1 and 7.5) and pursuing all aspects of the designation, Development and Commercialization of Development Compounds and Licensed Products throughout the world, so long as Nuvelo uses Diligent Efforts with respect thereto. Nuvelo may, at its discretion, contract with or grant sublicenses to Third Parties in connection with the exercise of its rights with regard to the Development and Commercialization of Development Compounds and Licensed Products.

17.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     4.3 Abandonment of Development Compounds. Any time after a Candidate Compound has been designated as a Development Compound, Nuvelo may determine that Development of such Development Compound should be abandoned. If Nuvelo decides to abandon Development of a particular Development Compound, and is not pursuing another Candidate Compound or Development Compound for the same therapeutic indication for which the first Development Compound was in Development, or against the same Target to which such abandoned Development Compound binds, then Archemix will have the right to continue such Development within the Field either by itself or with a Third Party only with Nuvelo’s prior, written consent and upon the terms and conditions, if any, on which the Parties may agree in writing based on good faith negotiations. In addition, Archemix shall have the right to continue Development within the Field either by itself or with a Third Party of ARC 183 (as defined in the Original Agreement), whose joint Development the Parties have previously agreed to abandon, with Nuvelo’s prior, written consent and on terms and conditions, if any, on which the Parties may agree in writing based on good faith negotiations.

     4.4 Regulatory Affairs. With respect to each Development Compound, at its discretion Nuvelo will prepare, file and own all right, title and interest in Regulatory Filings and Regulatory Approvals relating to each such Development Compound.

     4.5 Manufacturing. Nuvelo will be responsible for manufacturing and supplying Development Compounds and Licensed Products for Development and Commercialization and for making all decisions with respect thereto in its sole discretion including, without limitation, decisions relating to process development work to support quality assurance, improving manufacturing/cost efficiency and commercial scale-up manufacturing. For clarity, Nuvelo shall have final decision making authority to fulfill its regulatory responsibilities over all steps of the manufacturing process (including bulk, finish and fill, labeling and packaging, lot release and management of contractors and subcontractors). The Parties recognize that Nuvelo may use Third Parties to conduct some or all of Nuvelo’s manufacturing responsibilities hereunder, and Nuvelo will have sole decision making authority for contracting with any such Third Parties.

5. LICENSES AND RELATED RIGHTS

     5.1 Research Licenses.

          (a) Subject to the other terms of this Agreement, Archemix hereby grants to Nuvelo a worldwide, non-exclusive license, without the right to grant sublicenses, under the Licensed Technology and Licensed Patent Rights, for the sole purpose of conducting Research on Short Acting Coagulation Cascade Aptamers identified by Archemix in the course of performance of Research.

          (b) Subject to the other terms of this Agreement, Nuvelo hereby grants to Archemix a worldwide, non-exclusive license during the Research Program Term, without the right to grant sublicenses, under Nuvelo Technology and Nuvelo Patent Rights, for the sole purpose of conducting Research or Development.

     5.2 Commercialization License. Archemix hereby grants to Nuvelo an exclusive (even as to Archemix), worldwide, sublicensable license under the Licensed Technology and

18.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Licensed Patent Rights, to Develop, Commercialize, make, have made, use, have used, sell, have sold, lease, offer for sale or lease, import and export Development Compounds and Licensed Products within the Field.

     5.3 License Grant upon Termination of the Collaboration. Upon termination the license grants between the Parties of this Agreement shall be governed under Section 12.2 of this Agreement.

     5.4 License Limitations. Notwithstanding any provision hereof to the contrary, (a) Archemix does not grant to Nuvelo a license to the SELEX Technology or SELEX Inventions and Nuvelo hereby covenants that it will not practice any SELEX Technology or SELEX Inventions Controlled by Archemix and (b) Nuvelo hereby covenants that it will not practice any of the rights granted hereunder to any of the Licensed Patent Rights or Licensed Technology or use, make, have made, import, sell, have sold, or offer for sale any Short Acting Coagulation Cascade Aptamer, Development Compound or Licensed Product for a purpose other than that expressly permitted in Sections 5.1 and 5.2 hereof.

     5.5 Exclusivity. During the Term of this Agreement, and for a period of one (1) year thereafter, unless otherwise provided in Section 4.3 or Section 12.2, neither Party nor its Affiliates shall, except with respect to the Parties’ activities under this Agreement: (a) [***] any [***] the [***] to [***]or [***] any [***] for [***] within the [***]; (b) [***] or with a [***] to [***]and [***] any [***] for [***] within the [***] or (c) license or otherwise enable any Third Party to perform any of the activities set forth in subsections (a) through (c) above. For clarity, nothing herein shall be deemed to prohibit Archemix from identifying, discovering, researching, developing, making, using or selling Aptamers that are not Short Acting Coagulation Cascade Aptamers, so long as such actions are consistent with Sections 5.1, 5.2 and Article 10 hereof. In addition, neither Party may independently or with a Third Party [***] or [***] any [***] for [***] in the [***] or [***] any [***] so that [***] the [***] in a [***] or other [***] the [***] from the [***] so that [***] the [***] in Exhibit C or that [***] the [***] from the [***]

     5.6 Sharing of Data.

          (a) During the Term of this Agreement, Nuvelo will have reasonable access to all Program Technology (including, without limitation, all raw data) as it is generated.

          (b) The Parties’ access to Program Technology and Nuvelo Technology after the termination of the Agreement shall be governed by Section 12.2(a) and Section 9.1.

     5.7 Grantback. Notwithstanding anything in this Agreement to the contrary, Nuvelo hereby grants to Archemix a non-exclusive, paid-up, royalty-free license to any Nuvelo Technology and Nuvelo Patent Rights that generically relates to and covers the manufacturing, formulation, methods of use and/or processing of Aptamers (such Patent Rights hereinafter referred to as “Generic IP”). Archemix shall have the right to practice the Generic IP and to grant sublicenses to the Generic IP to Third Parties who have a license from Archemix to Archemix technology and/or intellectual property solely in order to permit Archemix or such Third Party to research, discover, make, have made, keep, use, sell and/or have sold, import or export Aptamers which are not subject to Nuvelo’s exclusive rights hereunder, and to the extent

19.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

such actions are consistent with Section 5.5 hereof and for no other purpose. For clarity, the rights granted to Archemix by Nuvelo under this Section 5.7 are limited to the claims to Generic IP and no rights are granted under other claims in any patent or patent application of Nuvelo that contains the claim(s) which is (are) Generic IP.

     5.8 Sublicenses. Nuvelo has the right to subcontract its Development and Commercialization responsibilities under this Agreement (and grant any necessary sublicenses in connection therewith) without obtaining the written consent of Archemix; provided, that, Nuvelo shall at all times remain primarily responsible and liable for all such activities.

          With respect to each sublicense granted hereunder: (a) such sublicense shall be subject to all the material terms and conditions of the Agreement as applicable; (b) the scope of such sublicense shall be limited to performing Development or Commercialization activities hereunder; (c) Nuvelo shall be liable to Archemix as if Nuvelo is exercising such sublicensed rights itself under this Agreement; and (d) Nuvelo shall provide, upon written request by Archemix, reasonable assurance that its sublicensees are bound by confidentiality, indemnity, reporting, audit rights, access to data, and information and inventions assignment obligations substantially the same as those set forth in this Agreement. Nuvelo shall promptly provide notice to Archemix of any sublicense granted pursuant to this Section 5.8.

     5.9 No Other Rights. No licenses other than as expressly provided herein are granted by either Party to such Party’s Technology or Patent Rights.

6. Option

     6.1 Option Exercise.

          (a) With respect to each Development Compound, Archemix shall have the right, but not obligation, to elect to share in the expenses incurred and profits obtained in connection with the Development and Commercialization of such Development Compound and all Licensed Products comprising such Development Compound (the “Profit Share Option”) by providing Nuvelo a written notification of such election within forty-five (45) days after receipt from Nuvelo of written notification of the dosing of the first patient in the first Phase 3 Trial for a Licensed Product comprising, consisting of or incorporating such Development Compound. For clarity, such Profit Share Option with respect to a particular Development Compound shall expire after such forty-five (45) day period.

          (b) Within thirty (30) days after Nuvelo receives notice that Archemix elects to exercise its Profit Share Option pursuant to (a) above, Nuvelo shall provide Archemix with an invoice for a payment that equals the sum of: twenty-five percent (25%) of (i) the sum of all costs incurred by Nuvelo in the Research and all Development Costs incurred by Nuvelo, both as of the date of invoice, with respect to such Development Compound and Licensed Product; and (ii) the total for all milestone payments paid by Nuvelo to Archemix as of the date of the invoice to Archemix with respect so such Development Compound and Licensed Product. Archemix shall pay such invoice within ten (10) days after its receipt in order to effect its exercise of such Profit Share Option.

20.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     6.2 Consequence of Option Exercise.

          (a) Upon Archemix exercising its Profit Share Option with respect to a particular Development Compound, Archemix shall be responsible for twenty-five percent (25%) of all subsequent Development and Commercialization Costs with respect to such Development Compound and all of its related Licensed Products, and Archemix shall share in the Product Profit and Loss with respect to such Licensed Products pursuant to Section 7.5 below. Nuvelo shall have no payment obligations to Archemix for milestone events pursuant to Section 7.4 which are not yet due as of the date of exercise of the Profit Share Option with respect to such Development Compounds or Licensed Products.

          (b) Upon Archemix exercising its Profit Share Option with respect to a particular Development Compound and its related Licensed Products, Nuvelo will share all Nuvelo Information reasonably requested by Archemix regarding its Commercialization activities of any such Licensed Products in connection with the JMC meetings.

     6.3 Option Exercise and Third Party License. Archemix’s rights to its Profit Share Option hereunder shall survive and remain in full force and effect relative to any Development Compound that becomes subject to a Partnering Agreement for so long as such Partnering Agreement remains in effect. Further, Archemix shall be entitled to twenty-five percent (25%) of all Licensing Revenue associated with such Partnering Agreement regardless of whether such Licensing Revenue is received before or after Archemix’s exercise of its Profit Share Option.

7. Compensation

     7.1 Obligations Prior to the Effective Date. Within sixty (60) days of the Effective Date, each Party will fulfill any and all of its payment obligations accrued and due under the Original Agreement.

     7.2 Upfront Payment. Nuvelo shall pay to Archemix Four Million Dollars ($4,000,000) within ten (10) days of the Effective Date by wire transfer of immediately available funds.

     7.3 Stock Purchase and Sale.

          (a) Stock Purchase. Contingent upon and subject to the execution and delivery of, and compliance with the terms and conditions of, this Agreement and the agreements contemplated herein, and provided that this Agreement is still in effect, Archemix shall instruct its underwriters to the Qualified IPO to offer to Nuvelo, subject to the determination by Archemix or the underwriters, with the advice of counsel, that such offer does not violate applicable state or federal securities laws or regulations or any rule, policy or limit imposed by the U.S. Securities and Exchange Commission, the National Association of Securities Dealers, any securities exchange or any other applicable regulatory body (together, the “Applicable Regulations”), the opportunity to purchase the Nuvelo IPO Share Amount as an allotment in any Qualified IPO that closes within five (5) years of the Effective Date at the IPO Price; provided, however, that if the underwriters determine in good faith that an allotment of shares in such manner would be materially detrimental to the success of the Qualified IPO, then the

21.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

underwriters may limit all or a portion of the Nuvelo IPO Share Amount. Should Nuvelo not be offered or elect not to accept the opportunity to purchase the full Nuvelo IPO Share Amount as an allotment in any such Qualified IPO, then Nuvelo shall instead purchase from Archemix, and Archemix shall sell to Nuvelo in a private placement (the “Private Placement”), concurrently with a Qualified IPO that closes within five (5) years of the Effective Date, the portion of the Nuvelo IPO Share Amount that is not included in the Qualified IPO at the IPO Price. The purchase of shares of Archemix Common Stock in the Private Placement shall be subject to compliance with Applicable Regulations, including but not limited to compliance with the U.S. Securities and Exchange Commission’s integration doctrine. For clarity, if the Qualified IPO occurs prior to the first anniversary of this Agreement then Nuvelo shall consummate the stock purchase set forth in this Section 7.3 as a Private Placement pursuant to Section 7.3(c) below.

          (b) Purchase Mechanics.

               (i) Notice of Qualified IPO. At least ten (10) days prior to the anticipated effective date of the registration statement for the Qualified IPO, Archemix shall deliver to Nuvelo written notice (the “Qualified IPO Notice”) specifying:

                    (1) that Archemix has filed a registration statement for a Qualified IPO;

                    (2) the anticipated effective date of the registration statement for the Qualified IPO;

                    (3) the anticipated total gross offering proceeds (prior to underwriter commissions and expenses) expected to be raised by Archemix in the Qualified IPO;

                    (4) the anticipated range of the IPO Price; and

                    (5) the anticipated number of shares of Archemix Common Stock to be purchased and sold in the Qualified IPO (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like).

               (ii) Nuvelo Notice of Participation. Nuvelo shall inform Archemix in writing within eight (8) days of the date of the Qualified IPO Notice whether Nuvelo wishes to purchase shares of Archemix Common Stock in the Qualified IPO and the portion of the Nuvelo IPO Share Amount it wishes to purchase.

               (iii) Purchase Notice. Following the pricing of the Qualified IPO (the “IPO Effective Date”), Archemix shall deliver to Nuvelo written notice within one (1) business day (the “Purchase Notice”) specifying:

                    (1) that the registration statement for the Qualified IPO has been declared effective;

                    (2) the total gross offering proceeds (prior to underwriter commissions and expenses) to be raised by Archemix in the Qualified IPO;

22.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

                    (3) the IPO Price;

                    (4) the number of shares of Archemix Common Stock comprising the Nuvelo IPO Share Amount;

                    (5) if applicable, details for the purchase and settlement of the portion of the Nuvelo IPO Share Amount to be purchased by Nuvelo in the Qualified IPO, as specified by the underwriter(s) to the Qualified IPO, and the aggregate purchase price for such shares (the “Qualified IPO Purchase Price”);

                    (6) if applicable, the place and time at which the Private Placement Closing will occur, the portion of the Nuvelo IPO Share Amount to be purchased by Nuvelo in the Private Placement, the aggregate purchase price of such shares (the “Private Placement Purchase Price”) and wire transfer instructions for the payment of the Private Placement Purchase Price.

          (c) Private Placement Closing. The closing of the Private Placement, if applicable, (the “Private Placement Closing”) shall take place on the same day as the closing of the Qualified IPO (the “Private Placement Closing Date”) at the place specified in the Purchase Notice; provided, however, that: (A) if such purchase cannot be consummated on the Private Placement Closing Date by reason of any applicable order, judgment, decree or other legal impediment, then Nuvelo and/or Archemix may extend the Private Placement Closing Date to a date not more than ten (10) days after the applicable order, judgment, decree or other legal impediment has been satisfied; and (B) if prior notification to or approval of any governmental body is required, or if any waiting period must expire or be terminated, in connection with such purchase, then (1) the relevant Party shall promptly cause to be filed the required notice or application for approval and shall cause such notice or application to be processed as expeditiously as possible, (2) the other Party shall cooperate with the filing Party in the filing of any such notice or application required to be filed and in the obtaining of any such approval required to be obtained, and (3) the Private Placement Closing Date shall be extended to a date not more than ten (10) days after the latest date upon which any required notification has been made, any required approval has been obtained or any required waiting period has expired or been terminated. The Private Placement Closing shall occur as follows:

               (i) On the Private Placement Closing Date, Nuvelo shall deliver to Archemix the Private Placement Purchase Price by wire transfer, in immediately available funds, to the bank account designated by Archemix in the Purchase Notice.

               (ii) At the Private Placement Closing, simultaneously with the delivery of the Private Placement Purchase Price, Archemix and Nuvelo shall deliver to each other, executed counterparts of the Stock Purchase Agreement set forth as Exhibit F and the Registration Rights Agreement set forth as Exhibit G.

          (d) Qualified IPO Closing. On the closing date of the Qualified IPO, Nuvelo shall deliver to the underwriters the Qualified IPO Purchase Price in accordance with the purchase and settlement instructions designated by the underwriters.

23.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

          (e) “Market Stand-Off” Agreement. Nuvelo agrees that during the one hundred eighty (180) day period following the effective date of the registration statement for the Qualified IPO, or such other period as requested of all Archemix executive officers required to file Forms 3 and 4 and directors of Archemix by the underwriters in the Qualified IPO in order to comply with Rule 2711 of the National Association of Securities Dealers or otherwise, Nuvelo shall not, to the extent requested by the Archemix and any underwriter to the Qualified IPO, sell, pledge, lend, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any options, right or warrant to purchase, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound), or enter into any swap, hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock of Archemix or any securities convertible into or exercisable or exchangeable for Common Stock held by Nuvelo at any time during such period; provided, however, that all executive officers and directors of Archemix enter into similar market stand-off agreements.

     7.4 Payments for Development Compounds and Licensed Products for which Archemix has not Exercised its Profit Share Option.

          (a) Milestone Payments. With respect to each Development Compound, Nuvelo shall pay to Archemix the milestone payments as set forth below, which shall be due and payable within ten (10) business days of the occurrence of the event for the Development Compound for which the payment is due. For clarity, each milestone payment is due only once for each Development Compound, regardless of the number of Licensed Products Developed or Commercialized under this Agreement which comprise, consist of or incorporate such Development Compound. Each milestone payment is due only for Development Compounds for which Archemix has not exercised its Profit Share Option.

	Milestone Event	Payment Amount
[***]	[***]		[***]
[***]	[***]		[***]
[***]	[***]		[***]
[***]	[***]		[***]
[***]	[***]		[***]
[***]	[***]		[***]
[***]	[***]		[***]
[***]	[***]		[***]
	Total	$	35,000,000

          (b) Royalties.

               (i) Nuvelo shall pay Archemix royalties on Net Sales of Licensed Products for which Archemix has not exercised its Profit Share Option at the royalty rates set forth below:

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Portion of Net Sales of Each Licensed Product during Each
Calendar Year	Royalty Rate
Up to $[***]	[***]%
The portion of Net Sales that is greater than $[***] and less than or equal to $[***]	[***]%
The portion of Net Sales that is greater than $[***] and less than or equal to $[***]	[***]%
The portion of Net Sales that is greater than $[***] and less than or equal to $[***]	[***]%
The portion of Net Sales that is greater than $[***]	[***]%

               (ii) Third Party Royalties. Nuvelo shall be responsible for any and all royalties due to a Third Party in connection with the Development of any Development Compound and/or Commercialization of any Licensed Product (the “Third Party Royalty”), except that Archemix shall be responsible for all royalties due to ULEHI for payments made by Nuvelo to Archemix with respect to all Licensed Products. Archemix hereby warrants that the only Third Party Royalty obligation of which Archemix is aware that exists as of the Effective Date of this Agreement is set forth in the ULEHI Agreement.

               (iii) Royalty Adjustment and Term. The royalty amounts set forth above shall be due on a Licensed Product-by-Licensed Product and country-by-country basis for so long as a Valid Claim of (a) Licensed Patent Rights cover the manufacture, use or sale of such Licensed Product in such country or (b) Nuvelo Patent Rights that cover Nuvelo Program Technology cover the manufacture, use or sale of such Licensed Product in such country. In the event that no such Valid Claim exits, the royalty amounts set forth above, which shall be due on a country-by-country basis, shall be reduced by fifty percent (50%) on a Licensed Product-by-Licensed Product and country-by-country basis until the tenth (10^th) anniversary of the first commercial sale of such Licensed Product in such country if such anniversary has not yet occurred.

               (iv) Royalty Report and Payment. Commencing with the first commercial sale of a Licensed Product by Nuvelo or its licensees or sublicensees, Nuvelo or its licensees or sublicensees making such sales shall make quarterly written reports to Archemix within sixty (60) days after the end of each calendar quarter (the “Royalty Period”), stating in each such report, by Licensed Products and by country, the number, description and aggregate Net Sales in U.S. dollars of such Licensed Products sold during such Royalty Period by Nuvelo and its licensees or sublicensees, respectively. The report shall also show: (A) the calculation of Net Sales made by Nuvelo and the royalty payments due to Archemix on such Net Sales for such Royalty Period; (B) the calculation of Net Sales made by Nuvelo’s licensees or sublicensees, the amount of sublicense revenue and royalty received from such licensees or sublicensees and the royalty payments due to Archemix on such sublicensee Net Sales for such royalty period; (C) the amount of taxes, if any, withheld to comply with applicable law; and (D) the exchange rates used

25.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

in calculating the payments due to the other Party, which exchange rates shall comply with Section 7.4(b)(vi) below. Simultaneously with the delivery of each such report, Nuvelo or its licensee or sublicensee making such sales shall pay to Archemix the total royalties, if any, due to Archemix for such Royalty Period. If no royalties are due, Nuvelo or its licensee or sublicensee making such sales shall so report.

               (v) Blocked Currency. In each country where the local currency is blocked and cannot be removed from the country, royalties arising from sales made in that country shall be paid in the country in local currency by deposit in a local bank designated by Archemix, unless the Parties otherwise agree.

               (vi) Foreign Exchange. Conversion of sales recorded in local currencies to U.S. dollars will be performed using an exchange rate for conversion of the foreign currency into U.S. dollars, at the average rate of exchange for the calendar quarter to which such payments relate, quoted for current transactions for buying U.S. dollars, as reported in The Wall Street Journal for the last business day of the week before such payment is due, except as provided in Section 7.4(b)(v).

     7.5 Payments for Development Compounds and Licensed Products for which Archemix Exercises its Profit Share Option.

          (a) Overview. For Licensed Products for which Archemix has exercised its Profit Share Option, the Parties shall share all Product Profit and Loss with respect to such Licensed Product so that Nuvelo shall be entitled to seventy-five percent (75%) of such Product Profit and Loss and Archemix shall be entitled to twenty-five percent (25%) of such Product Profit and Loss.

          (b) Reporting and Reconciliation.

               (i) Within sixty (60) days after the end of each calendar quarter following the first receipt of revenues under this Agreement (which may be either from Net Sales or Licensing Revenue), Nuvelo shall prepare and submit to Archemix a statement of quarterly Product Profit and Loss, prepared on an accrual basis in accordance with GAAP in substantially the form attached as Exhibit H, which shall include a calculation of the equalization payment which is necessary to cause the ratio of the participation of Nuvelo and Archemix in the Product Profit and Loss for such quarter on an accrual basis to be seventy-five percent/twenty-five percent (75%/25%), respectively (the “Financial Statement”). The reports and equalization payments for the fourth quarter of the fiscal year may include reconciliations and year-end adjustments with respect to previous quarters. All payments required by this Section 7.5 shall be made concurrently with the submittal of the Financial Statement or, if a payment is due from Archemix to Nuvelo, within ten (10) days after receipt thereof by Archemix. Nuvelo will provide to Archemix such supporting information for the Financial Statement as Archemix may reasonably request. Archemix may audit, in accordance with the procedures set forth in Article 8, the accuracy of Nuvelo’s submissions pursuant to this Section 7.5(b)(i).

               (ii) By way of example, on an accrual basis, if during a particular quarter Nuvelo realized revenues from Licensed Products for which Archemix has exercised its

26.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Profit Share Option of One Hundred Million Dollars ($100,000,000) and incurred Allowable Commercialization Expenses of Thirty Million Dollars ($30,000,000), then the Equalization Payment for such quarter would be a payment by Nuvelo to Archemix in the amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000). For clarity, the example set forth in this Section 7.5(b)(ii) is calculated on an accrual basis of accounting.

     7.6 Payment Method. All payments due under this Agreement shall be made by bank wire transfer in immediately available funds to an account designated by the receiving Party. All payments hereunder shall be made in U.S. dollars from the United States.

     7.7 Taxes. Each Party shall pay any and all taxes levied on account of all payments it receives under this Agreement. If laws or regulations require that taxes be withheld, the paying Party will: (a) deduct those taxes from the remittable payment; (b) pay the taxes to the proper taxing authority; and (c) send evidence of the obligation together with proof of tax payment to the receiving Party within thirty (30) days following that tax payment.

8. Records; Audits

Both Parties shall keep complete, true and accurate books of accounts and records for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept for at least three (3) years following the end of the calendar quarter to which they pertain. Such records will be open for inspection during such three (3) year period by independent accountants, solely for the purpose of verifying payment statements hereunder. Such inspections shall be made no more than once each calendar year, at reasonable time and on reasonable notice. If any errors that favor the inspected Party are discovered in the course of such inspection, then within thirty (30) days after its receipt of the inspection report, the inspected Party shall pay the inspecting Party those amounts (plus interest equal to the Prime Lending Rate as published in the Wall Street Journal on the day preceding the inspection plus two hundred (200) basis points; provided, however, that in no event shall such rate exceed the maximum annual interest rate permitted under applicable law) that the inspecting Party would have received in the absence of such errors. If any errors that favor the inspecting Party are discovered in the course of such inspection, then within thirty (30) days after its receipt of the inspection report, the inspecting Party shall pay the inspected Party those amounts. Inspections conducted under this Article 8 shall be at the expense of the inspecting Party, unless a variation or error that favors the inspected Party exceeding five percent (5%) of the amount stated for any year covered by the inspection is established in the course of such inspection, whereupon all costs relating to the inspection for such period will be paid promptly by the inspected Party.

9. INFORMATION, INVENTIONS AND INTELLECTUAL PROPERTY

     9.1 Ownership.

          (a) Patent Rights and Technology. Subject to Section 9.1(b), all Patent Rights will be the property of the inventing Party, provided that all Joint Patent Rights will be jointly owned by the Parties with each Party having full rights to use and license same subject only to the licenses expressly granted and the terms set forth herein. In all cases, inventorship shall be determined according to United States Patent law.

27.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

          (b) SELEX Inventions and SELEX Technology. Notwithstanding anything to the contrary herein, the SELEX Inventions and SELEX Technology shall be the property of Archemix. Nuvelo shall and hereby does assign to Archemix all of Nuvelo’s right, title and interest in and to all SELEX Inventions and SELEX Technology.

          (c) Technology. Subject to Section 9.1(b), ownership of all unpatented Technology is and will be the property of the Party who created it.

          (d) Further Acts. Each Party shall perform such additional actions necessary to affect the intent of this Section 9.1, and shall reasonably cooperate with the other Party in doing so.

     9.2 Patent Prosecution and Maintenance.

          (a) ARC 2172 and Compound Patent Rights. Archemix will transfer all responsibility for the prosecution and maintenance of the ARC 2172 Patents to Nuvelo promptly after the Effective Date. In addition, if Archemix discovers any Short Acting Coagulation Cascade Aptamer for use within the Field or makes any new invention relating to any Short Acting Coagulation Cascade Aptamer for use within the Field in the course of its Research under this Agreement, Archemix will transfer all responsibility for the filing, prosecution and maintenance of the relevant Compound Patent Rights to Nuvelo and will provide Nuvelo with all necessary documents and information to effect the transfer of responsibility. For so long as Nuvelo has an exclusive license hereunder to ARC 2172 or such Development Compound, Nuvelo has the right to pursue worldwide filing, prosecution and maintenance of such ARC 2172 Patents or Compound Patent Rights using mutually acceptable outside counsel. Unless Archemix exercises its Profit Share Option, in which event Section 7.5 shall apply, Nuvelo will be solely responsible for all costs incurred in this Section 9.2(a). Nuvelo will keep Archemix apprised of all prosecution matters, and will provide a copy of all official correspondence to Archemix, and Nuvelo will consider any comments in good faith from Archemix and incorporate them to the extent possible. Nuvelo shall file, prosecute and maintain the ARC 2172 Patents and Compound Patent Rights in Archemix’ name using reasonably diligent efforts including filing, prosecuting and maintaining the ARC 2172 Patents and Compound Patent Rights, at a minimum, in the countries listed on Exhibit E. If Nuvelo decides to not pursue prosecution or maintenance of any such Patent Rights, control of such Patent Rights shall be transferred to Archemix at no cost. For purposes of this Agreement, “ARC 2172 Patents” means the following United States Patent Applications and their counterparts throughout the world to the extent not SELEX Inventions or SELEX Technology: U.S. Patent Application Serial No. 60/711,768 and Serial No. 60/808,590.

          (b) SELEX Technology and SELEX Inventions. Archemix shall have the sole right but not the obligation to file, prosecute and maintain Patent Rights on SELEX Technology or SELEX Inventions, at its own expense.

          (c) Archemix Technology. Except as set forth in Section 9.2(a), Archemix shall have the sole right but not the obligation to file, prosecute and maintain Patent Rights on Archemix Background Technology and Archemix Program Technology, at its own expense, including without limitation all Patent Rights in and to the SELEX Portfolio.

28.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

          (d) Nuvelo Background Technology. Nuvelo shall have the sole right but not the obligation to file, prosecute and maintain Patent Rights claiming Nuvelo Background Technology, at its own expense.

          (e) Nuvelo Program Technology. Nuvelo shall have the first right but not the obligation to file, prosecute and maintain Patent Rights claiming Nuvelo Program Technology at its own expense. If, at any time, Nuvelo elects not to pursue patent protection for, or maintenance of, any Nuvelo Program Technology, Archemix shall have the right to pursue patent protection for such Technology at Archemix’s sole expense.

          (f) Joint Patent Rights. Archemix has the first right, but not the obligation, to pursue worldwide patent protection of all Joint Technology not covered by Section 9.2(a) above. The Parties will be jointly (on a fifty/fifty (50/50) basis) responsible for all costs incurred pursuant to this Section 9.2(f). If Archemix elects to pursue such patent protection, it will use outside counsel mutually acceptable to the Parties. Archemix will keep Nuvelo apprised of all prosecution matters, and will provide a copy of all official correspondence to Nuvelo. Archemix will consider in good faith any comments from Nuvelo and incorporate them to the extent possible. If, at any time, Archemix elects to not pursue patent protection for, or maintenance of, any such Joint Patent Rights, control of such Joint Patent Rights shall be transferred to Nuvelo at no cost. For clarity, Patent Rights claiming any SELEX Technology or SELEX Invention are governed by Section 9.2(b) and not this Section 9.2(f).

          (g) Information and Cooperation. Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 9.2 (a “Filing Party”) shall: (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder for Program Technology and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) to the extent practicable, provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights under this Section 9.2; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other activities. In addition, Nuvelo (a) agrees that if Archemix claims any action taken under Section 9.2 would be detrimental to Patent Rights covering Archemix Background Technology (including without limitation the SELEX Portfolio), Archemix shall provide written notice to Nuvelo and the Parties shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

29.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     9.3 Enforcement of Patent Rights.

          (a) Notice. If a Third Party is apparently infringing any Patent Right to which exclusive licenses are granted under this Agreement, the Party first obtaining knowledge of such a claim shall immediately provide the other Party notice of such claim and the related facts in reasonable detail.

          (b) Enforcement Responsibility. Nuvelo, as exclusive commercial licensee, has the first right, but not the obligation, to solely enforce all Compound Patent Rights against any actual or suspected Third Party infringer in the Field. Such enforcement will be in Nuvelo’s own name and entirely under its own direction and control, and Nuvelo may settle any such action, proceeding or dispute by license, subject to the remainder of this Section 9.3(b). Unless Archemix exercises its Profit Share Option, in which event Section 7.5 shall apply, or unless otherwise provided below, Nuvelo will be solely responsible for all costs incurred in this Section 9.3(b).

               (i) Enforcement by Nuvelo. Archemix will, upon Nuvelo’s request, reasonably assist Nuvelo in any action or proceeding being prosecuted by Nuvelo under this Section 9.3(b) if so requested, and shall lend its name to such actions or proceedings if reasonably requested by Nuvelo or required by applicable law. Nuvelo shall reimburse Archemix for the documented external costs Archemix reasonably incurs in providing such assistance as specifically requested in writing by Nuvelo. Archemix shall have the right to participate and be represented in any such suit by its own counsel at its own expense; provided, that, Nuvelo shall retain overall responsibility for the prosecution of such suit or proceedings in such event. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of an Archemix Patent Right, or which could be reasonably expected to have a material adverse financial impact on Archemix, may be entered into by Nuvelo without the prior written consent of Archemix, which consent shall not be unreasonably withheld, delayed or conditioned.

               (ii) Enforcement by Archemix. If Nuvelo elects not to settle or bring any action for infringement described in this Section 9.3(b) and so notifies Archemix, including following any request by Archemix to do so, then Archemix may settle or bring such action at its own expense, in its own name; provided, however, that Archemix agrees not to so settle or bring such action for infringement upon Nuvelo’s request based on Nuvelo’s good faith reasonable determination that it is not in the best interest of the Parties to so settle or bring such action for infringement. In the case where Archemix proceeds to settle or bring an action for such infringement, the following shall apply. Nuvelo shall reasonably assist Archemix in any action or proceeding being prosecuted if so requested, and shall lend its name to such actions or proceedings if requested by Archemix or required by applicable law. Archemix shall reimburse Nuvelo for the documented external costs Nuvelo reasonably incurs in providing such assistance as specifically requested in writing by Archemix. Nuvelo shall have the right to participate and be represented in any such suit by its own counsel at its own expense; provided, that, Archemix shall retain overall responsibility for the prosecution of such suit or proceedings in such event. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of a Licensed Patent Right hereunder, or which could be reasonably expected to have a material adverse financial impact on Nuvelo, may be entered into by Archemix without

30.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

the prior written consent of Nuvelo, which consent shall not be unreasonably withheld, delayed or conditioned.

               (iii) Withdrawal. If either Party brings an action or proceeding under this Section 9.3(b) and subsequently ceases to pursue or withdraws from such action or proceeding, it shall promptly notify the other Party and the other Party may substitute itself for the withdrawing Party under the terms of this Section 9.3(b).

               (iv) Damages. In the event that either Party exercises the rights conferred in this Section 9.3(b) and recovers any damages or other sums in such action, suit or proceeding or in settlement thereof, such damages or other sums recovered shall first be applied to all out-of-pocket costs and expenses incurred by the Parties in connection therewith, including, without limitation, attorneys fees. Except as otherwise provided in this Section 9.3(b), each Party will bear its own expenses with respect to any suit or other proceeding against an infringer. If such recovery is insufficient to cover all such costs and expenses of both Parties, it shall be shared in proportion to the total of such costs and expenses incurred by each Party. If after such reimbursement any funds shall remain from such damages or other sums recovered, such funds shall be divided as follows: (i) as to ordinary damages based on lost sales or profit, Nuvelo shall retain such funds and Archemix shall receive payment equivalent to payments that would have been due to Archemix under this Agreement had the infringing sales that Nuvelo lost to the infringer been made by Nuvelo; and (ii) as to special or punitive damages, the Party that brought the enforcement action at its expense shall be entitled to receive eighty percent (80%) of the amount of such special or punitive damages and the other Party shall receive twenty percent (20%) of the amount of such special or punitive damages.

          (c) Archemix Background Technology and SELEX Technology and SELEX Inventions. Archemix shall have the sole right but not the obligation to enforce Patent Rights on SELEX Technology and SELEX Inventions and, subject to Section 9.3(b), on Archemix Background Technology.

          (d) Nuvelo Patent Rights. Nuvelo shall have the sole right but not the obligation to enforce Nuvelo Patent Rights.

     9.4 Defense of Third Party Claims.

          (a) Nuvelo will have the first right to defend any claims by a Third Party alleging infringement of any Third Party Patents or misappropriation of any Third Party trade secrets in connection with the Development, manufacture or Commercialization of any Development Compound or Licensed Product by Nuvelo, its Affiliates, sublicensees, contractors or consultants. Nuvelo may, at its sole option, settle any such claim; provided, that, such settlement does not, or will not have any material adverse effect on Archemix.

          (b) Archemix will be solely responsible, at its sole expense, for defending any claims against it by a Third Party alleging infringement of any Third Party Patents or misappropriation of any Third Party trade secrets by Archemix in connection with its Research activities under this Agreement. Archemix may, at its sole option, settle any such claim; provided, that, such settlement does not, or will not, have any material adverse effect on Nuvelo.

31.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10. Confidentiality

     10.1 Nondisclosure of Confidential Information. All Technology and other information disclosed by one Party to the other Party pursuant to this Agreement that it is marked or otherwise identified as “confidential” or “proprietary” shall be “Confidential Information” of the disclosing Party. Confidential Information also includes all Technology and other information developed by either Party in carrying out this Agreement and disclosed to the other Party, or disclosed by either Party under the Original Agreement, which agreement is superseded by this Agreement. The Parties agree that during the Term, and for a period of five (5) years thereafter, a Party receiving Confidential Information of the other Party will: (a) maintain in confidence such Confidential Information to the same extent such Party maintains its own proprietary industrial information of similar kind and value; (b) not disclose such Confidential Information to any Third Party without prior written consent of the disclosing Party, except as otherwise permitted in this Article 10; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement.

     10.2 Exceptions. The obligations in Section 10.1 shall not apply to information that the receiving Party can show by competent written proof:

          (a) Is publicly disclosed by the disclosing Party, either before or after the Confidential Information is disclosed to the receiving Party hereunder;

          (b) Was known to the receiving Party, without obligation to keep it confidential, before disclosure of the Confidential Information by the disclosing Party;

          (c) Is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof and without obligation to keep it confidential;

          (d) Has been published by a Third Party; or

          (e) Has been independently developed by the receiving Party without the aid, application or use of the Confidential Information.

     10.3 Authorized Disclosure.

          (a) A Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances, in each case, to the extent consistent with the terms of this Agreement:

               (i) Filing or prosecuting Patent Rights;

               (ii) Making Regulatory Filings;

               (iii) Prosecuting or defending litigation;

               (iv) Complying with applicable governmental regulations;

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

               (v) Conducting business discussions with Third Parties who potentially or actually enter into a Partnering Agreement with Nuvelo and who have signed confidentiality agreements consistent with this Article 10; and

               (vi) Making disclosures, in connection with the performance of this Agreement, to Affiliates and actual or prospective licensees, sublicensees, contractors, research collaborators, employees, consultants, or agents, each of whom before disclosure must be bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 10. Nuvelo and its sublicensees may also publicly disclose clinical data for use in connection with the marketing of Licensed Products in accordance with the customary practice of the pharmaceutical industry.

          (b) The Parties acknowledge that the terms of this Agreement shall be treated as Confidential Information of both Parties. Such terms may be disclosed by a Party to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, licensees and potential licensees, acquirer or merger partners and potential acquirer or merger partners and Gilead and University License Equity Holdings, Inc. In addition, a copy of this Agreement may be filed by either Party with the Securities and Exchange Commission if such filing is required by law or regulation. In connection with any such filing, such Party shall endeavor to obtain confidential treatment of economic and trade secret information, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, which comments shall be reasonably considered by the filing Party.

     10.4 Publicity. The Parties agree that the public announcement of the execution of this Agreement shall be made pursuant to a press release approved by the Parties. Any other publication, news release or other public announcement relating to this Agreement or to the performance hereunder, shall also be reviewed and approved by both Parties; provided, however, that any disclosure which is required by law as advised by the disclosing Party’s counsel may be made without the prior consent of the other Party, although the other Party shall be given prompt notice of any such legally required disclosure and to the extent practicable shall provide the other Party an opportunity to comment on the proposed disclosure.

     10.5 Publications. During the Research Term, neither Party shall publish or present the results of studies carried out on ARC 2172, Short Acting Coagulation Cascade Aptamers, or Candidate Compounds under this Agreement without the opportunity for prior review by the other Party. Subject to Section 10.3, each Party agrees to provide the other Party the opportunity to review any proposed abstracts, manuscripts or presentations (including verbal presentations) which relate to ARC 2172, Short Acting Coagulation Cascade Aptamers, or Candidate Compounds at least thirty (30) days before its intended submission for publication and agrees, upon request, not to submit any such abstract or manuscript for publication until the other Party is given a reasonable period of time to secure patent protection for any material in such publication as appropriate and as governed by Article 9. Both Parties understand that a reasonable commercial strategy may require delay of publication of information or filing of patent applications. The Parties agree to review and consider delay of publication and filing of patent applications under certain circumstances. The JMC will review such requests and recommend subsequent action. Neither Party shall have the right to publish or present

33.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Confidential Information of the other Party, which is subject to Section 10.1, without the other Party’s written consent. Nothing contained in this Section 10.5 shall prohibit the inclusion of information necessary for a patent application, so long as the Non-Filing Party is given a reasonable opportunity to review and comment on the information to be included before submission of such patent application. Any disputes between the Parties regarding delaying a publication or presentation or advertising or promotional materials used during commercialization in order to permit the filing of a patent application shall be referred to the JMC for resolution. Following termination of the Agreement, a Party that continues to develop or commercialize a Licensed Product as an Archemix Product or Nuvelo Product, as the case may be, may publish results of studies of such Licensed Product without prior consultation with the other Party.

11. Term

Subject to Article 11, the term during which this Agreement is in effect (the “Term”) commences on the Effective Date and expires at such time as all obligations of the Parties to make payments pursuant to Article 7 for all Licensed Products have ended, unless earlier terminated in accordance with the provisions of Article 12 below.

12. Termination

     12.1 Termination of Agreement.

          (a) Termination for Material Breach. Either Party may terminate this Agreement, on a Licensed Product by Licensed Product basis (along with the relevant Development Compound), if the other Party has materially breached or defaulted in the performance of any relevant obligations under this Agreement or failed to use Diligent Efforts in the performance of any relevant obligations under this Agreement, and the non-breaching Party has provided written notice to the other Party specifying the basis for the termination. For a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have ten (10) days to cure such breach. For all breaches other than a failure to make a payment set forth in Section 2.4 or Article 7, the allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party a plan for curing such breach that is reasonably sufficient to effect a cure within ninety (90) days from receipt of the notice of breach. If the breaching Party does not cure the breach before the expiration of ten (10), sixty (60) or ninety (90) days, as applicable, after receipt of the written notice specifying the basis for termination, the Agreement shall terminate upon the expiration of the ten (10), sixty (60) or ninety (90) day period, as applicable. If the Parties cannot agree as to whether a breach exists, the dispute shall be resolved pursuant to Article 15, and no termination shall be effective until the matter is so resolved. In the event that either Party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party.

34.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

          (b) Voluntary Termination Other Than for Material Breach. For reasons other than Archemix’s material breach of its obligations under this Agreement pursuant to Section 12.1(a) Nuvelo may terminate this Agreement, on a Development Compound by Development Compound or Licensed Product by Licensed Product basis, or terminate the Agreement in its entirety, in its discretion upon sixty (60) days prior written notice to Archemix. In the event that Nuvelo elects to voluntarily terminate this Agreement pursuant to this Section 12.1(b), Nuvelo shall pay Archemix the amount of the Minimum FTE Funding for the ninety (90) days following the effective date of such termination.

     12.2 Effects of Termination.

          (a) Development of Products.

               (i) Nuvelo Product. If this Agreement is terminated by Nuvelo, in whole or in part, for Archemix’s material breach under this Agreement pursuant to Section 12.1(a), upon the effective date of such termination, any Licensed Product then under Development or being Commercialized shall cease to be a Licensed Product and will automatically become a “Nuvelo Product.” Promptly after the effective date of such termination: (A) Archemix shall assign to Nuvelo all of Archemix’s right, title and interest in and to all Compound Technology and all Regulatory Documentation, Regulatory Filings and Regulatory Approvals, to the extent relevant to the Development and/or Commercialization of such Nuvelo Product in the Field and any trademarks for such product; (B) Archemix shall provide Nuvelo with at least two (2) accurate and legible copies (including both paper and electronic copies, where available) of all such Technology as defined in Section 1.86(c) related the Development and/or Commercialization of such Nuvelo Product; (C) upon Nuvelo’s written request and to the extent Archemix has the right to do so, Archemix shall assign to Nuvelo all agreements with Third Parties that are specific for the Development and/or Commercialization of such Nuvelo Product; and (D) Archemix shall no longer have access to future Nuvelo Technology that is related to such Nuvelo Product. Nuvelo shall be free to develop and commercialize such Nuvelo Product and to collaborate with any Third Parties on such endeavors, notwithstanding any Patent Rights of Archemix which would prevent such actions and subject only to Section 12.2(b)(1).

               (ii) Archemix Product. If this Agreement is terminated by Archemix, in whole or in part, pursuant to Section 12.1(a) for Nuvelo’s material breach under this Agreement, or by Nuvelo pursuant to Section 12.1(b) (voluntary termination), upon the effective date of such termination, any Licensed Product then under Development or being Commercialized shall cease to be a Licensed Product and will automatically become an “Archemix Product.” Promptly after the effective date of such termination: (A) Nuvelo shall assign to Archemix all of Nuvelo’s right, title and interest in and to the Nuvelo Technology, Regulatory Documentation, Regulatory Filings and Regulatory Approvals, to the extent relevant to the Development and/or Commercialization of such Archemix Product in the Field and any trademarks for such product; (B) Nuvelo shall provide Archemix with at least two (2) accurate and legible copies (including both paper and electronic copies, where available) of all Nuvelo Technology as defined in Section 1.86(c) related to the Development and/ or Commercialization of such Archemix Product; (C) upon Archemix’s written request and to the extent Nuvelo has the right to do so, Nuvelo shall assign to Archemix all agreements with Third Parties that are

35.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

specific for the Development or Commercialization of such Archemix Product; and (D) Nuvelo shall no longer have access to future Program Technology that is related to such Archemix Product. Archemix shall be free to develop and commercialize such Archemix Product and to collaborate with any Third Parties on such endeavors, notwithstanding any patent rights of Nuvelo which would prevent such actions and subject only to Section 12.2(b)(2).

          (b) Royalties and Payments on Nuvelo Products and Archemix Products.

               (i) Royalty Rate and Payments Upon Termination. If this Agreement is terminated with respect to any Nuvelo Product or Archemix Product pursuant to Section 12.1(a) or (b) after the achievement of the Phase 2 Milestone, then the Parties shall pay to each other royalties as set forth below, and the procedures set forth in Sections 7.4(b)(iii) through (vi) shall apply to both Parties (in the case when Archemix is the royalty paying Party, such provisions shall apply to Archemix correlatively). Otherwise no royalty shall be due to a Party hereto with respect to Archemix Products or Nuvelo Products.

                    (1) With respect to Nuvelo Products, Nuvelo (a) shall pay to Archemix a royalty equal to [***] percent [***] of the Net Sales of such Nuvelo Products and (b) shall be solely responsible for any Third Party Royalty; and

                    (2) With respect to Archemix Products, Archemix (a) shall pay to Nuvelo a royalty equal to [***] percent [***] of the Net Sales of such Archemix Products and (b) shall be solely responsible for any Third Party Royalty.

          (c) Manufacturing.

               (i) If this Agreement is terminated by Nuvelo, Nuvelo shall, or shall make the Third Party manufacturer, as necessary, immediately provide to Archemix all process and manufacturing technology, material and data and either transfer or provide access to regulatory filings sufficient to enable Archemix or its Third Party designee to produce and supply Archemix’s requirements of Development Compound or Licensed Product. Nuvelo shall cooperate with Archemix with respect to such transfer so as to permit Archemix to begin manufacturing and supplying its own requirements as soon as possible, including without limitation assigning any Third Party manufacturing agreement to Archemix and providing technical advice (including reasonable advice provided at the site of the new manufacturer). In addition, Nuvelo shall provide, or take such action as necessary to make the then current Third Party manufacturer provide, a right of reference and access to Archemix to all of Nuvelo’s or the Third Party manufacturer’s appropriate regulatory filings for the manufacture of such Licensed Product.

               (ii) Transition Period. In an event Nuvelo terminates the Agreement pursuant to Section 12.1(b) and Archemix desires to carry on the Development and Commercialization of any Licensed Product or Development Compound involved in such termination, Nuvelo shall remain obligated to its responsibilities under the Development Plan, and the Commercialization Plan, at the cost of Archemix, until it transitions to Archemix such responsibilities, but in any event such period shall last no longer than ninety (90) days. Promptly

36.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

following such termination, the Parties shall agree upon and implement a plan for effecting such transition.

          (d) Other Effect of Termination; Completion of Clinical Trials. In any event, termination of this Agreement shall not relieve the Parties of any liability which accrued hereunder before the effective date of such termination nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement nor prejudice either Party’s right to obtain performance of any obligation.

          (e) Partnering Agreement. If Archemix terminates this Agreement under Section 12.1(a) and Nuvelo has a Partnering Agreement in effect as of the effective date of such termination, the Partnering Agreement will automatically be assigned to Archemix, and pursuant to the Partnering Agreement the Third Party will be entitled to take an assignment of any and all rights of Nuvelo under any manufacturing agreement with a third party supplier of the Licensed Product(s) that is(are) the subject of the Partnering Agreement.

     12.3 Survival. In the event of expiration or termination of this Agreement, the following provisions of this Agreement shall survive for the period of time set forth in the applicable Section or Article, or if no period is specified, in perpetuity or the maximum amount of time permitted under applicable law: Sections [***]

13. Representations and Covenants

     13.1 Mutual Authority.

          (a) Nuvelo represents and warrants to Archemix that: (i) it has the authority and right to enter into and perform this Agreement; and (ii) to the best of its knowledge the execution, delivery and performance of this Agreement by Nuvelo will not conflict in any material fashion with the terms of any other agreement to which it is or becomes a Party or by which it is or becomes bound.

          (b) Archemix represents and warrants to Nuvelo that: (i) it has the authority and right to enter into and perform this Agreement; and (ii) to the best of its knowledge the execution, delivery and performance of this Agreement will not conflict in any material fashion with the terms of any other agreement to which it is or becomes a Party or by which it is or becomes bound, specifically including, without limitation, the Gilead-Archemix Agreement, the URC License Agreement, the ULEHI Agreement, and the SomaLogic Agreements.

     13.2 Performance by Affiliates. The Parties recognize that each Party may perform some or all of its obligations under this Agreement through Affiliates. Each Party shall remain responsible and be guarantor of the performance by its Affiliates of any of the obligations under this Agreement and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. In particular, if any Affiliate of a Party participates in Research or Development under this Agreement: (a) the restrictions of this Agreement which apply to the activities of a Party with respect to Development Compounds shall apply equally to the activities of such Affiliate; (b) the Party affiliated with such Affiliate shall assure, and hereby guarantees, that any intellectual property developed by such Affiliate shall be governed by the

37.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

provisions of this Agreement (and subject to the licenses set forth in Articles 8) as if such intellectual property had been developed by the Party; and (c) the Party affiliated with such Affiliate shall assure, and hereby guarantees, that such Affiliate shall abide by the confidentiality obligations set forth in Article 10 as if such Affiliate were such Party.

     13.3 Receipt, Review and Understanding of Relevant Licenses.

          (a) As required under Section [***] of the URC License Agreement, the Parties to this Agreement each hereby acknowledge and reference Gilead’s obligations under Articles [***] of the URC License Agreement for the benefit of URC. In addition, the Parties to this Agreement understand that, in accordance with Section [***] of the URC License Agreement, [***] with the [***] to and[***] to the [***] of the [***], except as [***]

          (b) Nuvelo represents and warrants that prior to the execution of this Agreement, Nuvelo received and reviewed the URC License Agreement and the Gilead-Archemix Agreement. Nuvelo further represents and warrants that after receipt and review of the URC License Agreement and the Gilead-Archemix Agreement, Nuvelo acknowledges and believes that the URC License Agreement and the Gilead-Archemix Agreement state that: (i) Archemix’s rights in the Archemix Patents may revert to Gilead or the UTC if Archemix, its Affiliates and all assignees and sublicensees cease reasonable efforts to Develop and Commercialize Development Compounds and Licensed Products utilizing the Archemix Patents; (ii) in the event of any termination of the URC License Agreement, the sublicenses granted to Nuvelo hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement so long as Nuvelo is not then in breach of this Agreement and agrees to be bound to UTC as a licensor under the terms and conditions of this Agreement; and (iii) in the event of any termination of the Gilead-Archemix Agreement, the sublicenses granted to Nuvelo hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix Agreement so long as Nuvelo agrees to be bound to Gilead as a licensor under the terms and conditions of this Agreement and provided, that, if the termination of the Gilead-Archemix Agreement arises out of the action or inaction of Nuvelo, Gilead, at its option, may terminate such sublicense. In accordance with the representations and warranties made in accordance with this Section 13.3, Nuvelo hereby agrees to conform to the obligations and restrictions imposed upon it as a sublicensee under the Gilead-Archemix Agreement.

          (c) Archemix represents and warrants that it acknowledges and believes that the URC License Agreement and the Gilead-Archemix Agreement state that: (i) in [***] of any [***] of the [***], the [***] to [***] in [***] and [***] in accordance with [***] so long [***] in [***] of this [***] and [***] to be [***] to[***] the [***] and [***] of this [***]; and (ii) in [***] of any [***] of the [***] to [***] in this [***] in [***] in accordance with [***] so long [***] to be [***] to [***] as a [***] the[***] and [***] of this [***] and [***], that, if the [***] of the [***] of the [***] or [***] of [***], at its [***] such [***]. In accordance with the [***] and [***] this Section 13.3, [***] to the [***] as a [***] under the [***] under the [***] and as a [***] to the [***]

     13.4 Disclosure. Archemix represents and warrants that, to the best of its knowledge as of the Effective Date, except as disclosed by Archemix to Nuvelo prior to the Effective Date, the practice by Nuvelo of its rights under this Agreement with regard to the Research,

38.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Development and Commercialization of ARC2172 only does not infringe any Valid Claim of any issued patent owned or Controlled by any Third Party. If Archemix becomes aware of any Valid Claim owned or controlled by a Third Party that may be infringed by the manufacture, use or sale of any Short Acting Coagulation Cascade Aptamer in the Field during the Term, Archemix will notify Nuvelo.

14. Indemnification and Limitation of Liability

     14.1 Indemnification.

          (a) Archemix shall indemnify, defend and hold harmless Nuvelo, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “Nuvelo Indemnitees”), against all liabilities, damages, losses and expenses (including, without limitation, reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon the Nuvelo Indemnitees, or any one of them, as a direct result of claims, suits, actions, demands or judgments of Third Parties, including without limitation personal injury and product liability claims (collectively, “Claims”), (i) arising in the course of performance of the Research by Archemix during the Research Program Term or in the exercise by Archemix of rights pursuant to Section 12.2 hereof, or (ii) arising out of Archemix’s breach of a material obligation under, or representation or warranty contained in, this Agreement or Archemix’s gross negligence or willful misconduct with respect to the performance of its responsibilities hereunder, in all cases except to the extent arising from a breach of this Agreement by, or the gross negligence or willful misconduct of, Nuvelo, its Affiliates, licensees or sublicensees.

          (b) Nuvelo hereby agrees to defend and hold harmless Archemix and its directors, officers, agents and employees (the “Archemix Indemnitees”) from and against any and all Losses resulting from any Claims brought by a Third Party against the Archemix Indemnitees: (i) based on any breach by Nuvelo of a material obligation under, or a representation or warranty contained in, this Agreement; (ii) based on the possession, Research, Development, manufacture, use, offer for sale, sale or other Commercialization, distribution, administration, storage or transport of any Candidate Compound, Development Compound, Licensed Product or Nuvelo Product by Nuvelo, its Affiliates, licensees or sublicensees, or (iii) based on the gross negligence or willful misconduct of Archemix, its Affiliates, licensees or sublicensees, in the performance of this Agreement.

          (c) In the event that an Archemix Indemnitee or a Nuvelo Indemnitee, as the case may be, is seeking indemnification under Section 14.1, it shall inform the indemnifying Party of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested by the indemnifying Party (at the expense of the indemnifying Party) in the defense of the claim.

     14.2 Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14.1, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,

39.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT.

     14.3 Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN ADDITION, ARCHEMIX MAKES NO WARRANTIES AS TO THE VALIDITY OR ENFORCEABILITY OF THE LICENSED PATENT RIGHTS.

     14.4 Third Party Beneficiaries. To the [***] that [***] and/or [***] by the [***] and [***] of this [***] to any [***] or [***] by a [***], the [***] and [***] as [***] Section 14.1 [***] to [***] and [***]

15. Dispute Resolution

     15.1 Disputes. The Parties recognize that disputes as to certain matters may from time to time arise during the term of this Agreement that relate to either Party’s rights or obligations hereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree to follow the procedures set forth in this Article 15 if and when a dispute arises under this Agreement. Either Party may formally request resolution of a dispute by providing written notice to the other Party. The Parties will refer any such dispute to the Chief Executive Officers of the Parties for attempted resolution by good faith negotiations within thirty (30) days. In the event the Chief Executive Officers are not able to resolve the dispute within such period, either Party may then invoke the provisions of Sections 15.2 through 15.13.

     15.2 Arbitration for Disputes. Any dispute not resolved pursuant to Section 15.1 may be submitted by either Party for final and binding arbitration in accordance with the terms of this Agreement by JAMS. The arbitration will be conducted in New York, New York under the rules then in effect for JAMS, except as provided herein, and the Parties consent to the personal jurisdiction of the United States federal courts, for any case arising out of or otherwise related to this arbitration, its conduct and its enforcement. Any situation not expressly covered by this Agreement shall be decided in accordance with such rules of JAMS.

     15.3 Arbitrator for Dispute Resolution.

          (a) Subject to Section 15.3(b), the arbitrator shall be one (1) neutral, independent and impartial arbitrator selected from a pool of retired federal judges to be presented to the Parties by JAMS. Failing the agreement of the Parties as to the selection of the arbitrator within thirty (30) days, the arbitrator shall be appointed by JAMS within the subsequent 30 days.

40.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

          (b) Upon the written request of either Party before the commencement of the arbitrator’s duties pursuant to this Article 15, there shall be three (3) arbitrators rather than one (1). If such request is made before the selection of an arbitrator pursuant to Section 15.3(a), then within thirty (30) days after such request each Party shall select one (1) neutral, independent and impartial arbitrator from the pool of retired federal judges presented to the Parties by JAMS and within thirty (30) days thereafter those two (2) arbitrators shall select the third (3^rd) arbitrator from such pool. If such request is made after the selection of an arbitrator pursuant to Section 15.3(a), then within thirty (30) days after such request each Party shall select one (1) additional arbitrator from the pool from which the first arbitrator was selected.

     15.4 Governing Law for Dispute Resolution. Resolution of all disputes and any remedies relating thereto, shall be governed by and construed under the substantive laws of the State of New York, without regard to conflicts of law rules that would provide for application of the law of a jurisdiction outside New York.

     15.5 Rules of Procedure. The Parties shall be entitled to discovery as provided in the Federal Rules of Civil Procedure and the local rules of the Federal District Court in the Southern District of New York, provided, however, that all discovery shall be conducted expeditiously within the time limit set by the arbitrators selected pursuant to Section 15.3. At the hearing, the Parties may present testimony (either by live witness or deposition) and documentary evidence. Each Party shall have the right to be represented by counsel.

     15.6 Rules of Evidence. The Federal Rules of Evidence shall apply to any and all matters submitted to final and binding arbitration under this Agreement.

     15.7 Decision. The power of the arbitrator to fashion procedures and remedies within the scope of this Agreement is recognized by the Parties as essential to the success of the arbitration process. The arbitrator shall not have the authority to fashion remedies which would not be available to a federal judge hearing the same dispute. The arbitrator is encouraged to operate on this premise in an effort to reach a fair and just decision but shall fashion such rules and procedures to best approximate Federal rules and procedures except with respect to procedural time limits and delays (which shall be set by the arbitrator pursuant to Section 15.5). Reasons for the arbitrator’s decisions should be complete and explicit. A full transcript and record of the proceedings as well as written decisions including all determinations of law and fact shall be provided for the appellate process. The written reasons should also include the basis for any damages awarded and a statement of how the damages were calculated. Such a written decision shall be rendered by the arbitrator following a full comprehensive hearing no later than twelve (12) months following the selection of the arbitrator as provided for in Section 15.3.

     15.8 Award.

          (a) The award shall be paid in U.S. dollars free of any tax, deduction or offset; and any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the Party resisting enforcement.

          (b) If as to any issue the arbitrator should determine under the applicable law that the position taken by a Party is frivolous or otherwise irresponsible or that any wrongdoing

41.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

they find is in callous disregard of law and equity or the rights of the other Party, the arbitrator shall also award an appropriate allocation of the adversary’s reasonable attorney fees, costs and expenses to be paid by the offending Party, the precise sums to be determined after a bill of attorney fees, expenses and costs consistent with such award has been presented following the award on the merits.

          (c) Each Party agrees to abide by the award rendered in any arbitration conducted pursuant to this Article 15, and agrees that a judgment of any Federal District Court having jurisdiction may be entered upon the final award and that other courts may award full faith and credit to such judgment in order to enforce such award.

          (d) The award shall include interest from the date of any damages incurred for breach of the Agreement, and from the date of the award until paid in full, at a rate fixed by the arbitrator.

          (e) With respect to money damages, nothing contained herein shall be construed to permit the arbitrator(s) or any court or any other forum to award punitive, consequential or exemplary damages. By entering into this agreement to arbitrate, the Parties expressly waive any claim for punitive or exemplary damages. The only damages recoverable under this Agreement are compensatory damages. For clarity, the foregoing shall not be interpreted to limit or to expand the express rights specifically granted in this Agreement.

     15.9 Costs. Except as set forth in Section 15.8, each Party shall bear its own legal fees. The arbitrator shall assess his or her costs, fees and expenses against the Party losing the arbitration unless he or she believes that neither Party is the clear loser, in which case the arbitrator shall divide his or her fees, costs and expenses according to his or her sole discretion.

     15.10 Injunctive Relief. Provided a Party has made a sufficient showing under the rules and standards set forth in the Federal Rules of Civil Procedure and applicable case law, the arbitrator shall have the freedom to invoke, and the Parties agree to abide by, injunctive measures after either Party submits in writing for arbitration claims requiring immediate relief.

     15.11 Confidentiality for Dispute Resolution. The arbitration proceeding shall be confidential and the arbitrator shall issue appropriate protective orders to safeguard each Party’s Confidential Information. Except as required by law, no Party shall make (or instruct the arbitrator to make) any public announcement with respect to the proceedings or decision of the arbitrator without prior written consent of each other Party. The existence of any dispute submitted to arbitration, and the award, shall be kept in confidence by the Parties and the arbitrator, except as required in connection with the enforcement of such award or as otherwise required by applicable law.

     15.12 Survivability. Any duty to arbitrate under this Agreement shall remain in effect and be enforceable after termination of the contract for any reason.

     15.13 Jurisdiction. For the purposes of this Article 15, the Parties acknowledge their diversity (Nuvelo having its principal place of business in California and Archemix having its principal place of business in Massachusetts).

42.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     15.14 Patents and Trademarks. Any dispute, controversy or claim relating to the scope, validity, enforceability or infringement of any Compound Patent Rights covering the manufacture, use, importation, offer for sale or sale of any Licensed Product or of any Nuvelo trademarks, Archemix trademarks, or trademark rights related to any Licensed Product shall be submitted to a court of competent jurisdiction in the country in which such Patent or trademark rights were granted or arose.

     15.15 Termination of Pending Arbitration.

          (a) No later than five (5) business days after the Effective Date, the Parties will submit a written agreement to JAMS, consenting to terminate the Arbitration, with prejudice.

          (b) With respect to the dismissal with prejudice of the Arbitration, each Party will bear its own fees and costs.

16. Miscellaneous

     16.1 Entire Agreement; Amendment. This Agreement, including the Exhibits attached hereto and the expressly referenced provisions of the other agreements referenced herein, sets forth the complete, final and exclusive agreement between the Parties, and this Agreement sets forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto and supersedes all prior agreements and understandings between the Parties, including without limitation the Original Agreement. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties other than as are set forth in this Agreement. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party.

     16.2 Bankruptcy.

          (a) All rights and licenses granted under or pursuant to this Agreement, including amendments hereto, by each Party to the other Party are, for all purposes of Section 365(n) of Title 11 of the U.S. Code (“Title 11”), licenses of rights to intellectual property as defined in Title 11. Each Party agrees during the term of this Agreement to create and maintain current copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property. If a case is commenced by or against either Party (the “Bankrupt Party”) under Title 11, then, unless and until this Agreement is rejected as provided in Title 11, the Bankrupt Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 Trustee) shall, at the election of the Bankrupt Party made within sixty (60) days after the commencement of the case (or, if no such election is made, immediately upon the request of the non-Bankrupt Party) either: (i) perform all of the obligations provided in this Agreement to be performed by the Bankrupt Party including, where applicable and without limitation, providing to the non-Bankrupt Party portions of such intellectual property (including embodiments thereof) held by the Bankrupt Party and such successors and assigns or otherwise available to them; or (ii) provide to the non-Bankrupt Party all such intellectual property (including all embodiments

43.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

thereof) held by the Bankrupt Party and such successors and assigns or otherwise available to them.

          (b) If a Title 11 case is commenced by or against the Bankrupt Party and this Agreement is rejected as provided in Title 11 and the non-Bankrupt Party elects to retain its rights hereunder as provided in Title 11, then the Bankrupt Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitations, a Title 11 Trustee) shall provide to the non-Bankrupt Party all such intellectual property (including all embodiments thereof) held by the Bankrupt Party and such successors and assigns or otherwise available to them immediately upon the non-Bankrupt Party’s written request therefore. Whenever the Bankrupt Party or any of its successors or assigns provides to the non-Bankrupt Party any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 16.2, the non-Bankrupt Party shall have the right to perform the obligations of the Bankrupt Party hereunder with respect to such intellectual property, but neither such provision nor such performance by the non-Bankrupt Party shall release the Bankrupt Party from any such obligation or liability for failing to perform it.

          (c) All rights, powers and remedies of the non-Bankrupt Party provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, Title 11) in the event of the commencement of a Title 11 case by or against the Bankrupt Party. The non-Bankrupt Party, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including, without limitation, under Title 11) in such event. The Parties agree that they intend the foregoing non-Bankrupt Party rights to extend to the maximum extent permitted by law and any provisions of applicable contracts with Third Parties, including without limitation for purposes of Title 11: (i) the right of access to any intellectual property (including all embodiments thereof) of the Bankrupt Party or any Third Party with whom the Bankrupt Party contracts to perform an obligation of the Bankrupt Party under this Agreement, and, in the case of the Third Party, which is necessary for the development, registration and manufacture of licensed products; and (ii) the right to contract directly with any Third Party described in subsection (i) above to complete the contracted work. Any intellectual property provided pursuant to the provisions of this Section 16.2 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of Title 11.

     16.3 Force Majeure. Both Parties shall be excused from the performance of their obligations under this Agreement to the extent that such performance is prevented by force majeure and the non-performing Party promptly provides notice of the prevention to the other Party. Such excuse shall be continued so long as the condition constituting force majeure continues and the non-performing Party takes reasonable efforts to remove the condition. For purposes of this Agreement, force majeure shall include conditions beyond the control of the Parties, including, without limitation, an act of God, voluntary or involuntary compliance with any regulation, law or order of any government, war, civil commotion, labor strike or lock-out, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, storm or like catastrophe; provided, however, the payment of invoices due and owing hereunder shall not be delayed by the payer because of a

44.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

force majeure affecting the payer, unless such force majeure specifically precludes the payment process.

     16.4 Notices. Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement and shall be deemed to have been sufficiently given for all purposes if (a) mailed by first class certified or registered mail, return receipt requested, postage prepaid, (b) express delivery service providing evidence of receipt or (c) personally delivered. Unless otherwise specified in writing, the mailing addresses of the Parties shall be as described below.

For Nuvelo:	Nuvelo, Inc. 201 Industrial Road, Suite 310 San Carlos, CA 94070 Fax: (650) 517-8058 Attention: CEO Copy: Legal Department
For Archemix:	Archemix Corp. 300 Third Street Cambridge, MA 02142 Fax: (617) 621-9300 Attention: Legal Department

     16.5 Consents Not Unreasonably Withheld or Delayed. Except as expressly stated to the contrary, whenever provision is made in this Agreement for either Party to secure the consent or approval of the other Party, that consent or approval shall not unreasonably be withheld or delayed, and whenever in this Agreement provisions are made for one Party to object to or disapprove a matter, such objection or disapproval shall not unreasonably be exercised.

     16.6 Maintenance of Records. Each Party shall keep and maintain all records required by law or regulation with respect to Products and shall make copies of such records available to the other Party upon reasonable request.

     16.7 United States Dollars. References in this Agreement to “Dollars” or “$” shall mean the legal tender of the United States of America.

     16.8 No Strict Construction. This Agreement has been prepared jointly and shall not be strictly construed against either Party.

     16.9 Assignment. Except as otherwise specifically provided to the contrary in this Agreement, neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other; provided, that, a Party may make such an assignment without the other Party’s consent to an Affiliate or in conjunction with a merger, acquisition, or sale of all or substantially all of the assets of such Party to which this Agreement pertains. Any assignment or attempted assignment by either Party in violation of the terms of this Section 16.9 shall be null and void and of no legal effect.

45.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     16.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     16.11 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

     16.12 Severability. If any one or more of the provisions of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction from which no appeal can be or is taken, the provision shall be considered severed from this Agreement and shall not serve to invalidate any remaining provisions hereof. The Parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the Parties when entering this Agreement may be realized.

     16.13 Ambiguities. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision.

     16.14 Headings. The headings for each Article and Section in this Agreement, and in the Exhibits, have been inserted for convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular Article or Section.

     16.15 No Waiver. Any delay in enforcing a Party’s rights under this Agreement or any waiver as to a particular default or other matter shall not constitute a waiver of such Party’s rights to the future enforcement of its rights under this Agreement, excepting only as to an express written and signed waiver as to a particular matter for a particular period of time.

     16.16 Tax Treatment and Tax Structure Disclosure. Notwithstanding anything herein to the contrary, any Party to this Agreement (and any employee, representative, or other agent of any Party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that such disclosure may not be made to the extent a lack of disclosure is reasonably necessary to comply with any applicable federal or state securities laws. For the purposes of the foregoing sentence: (a) the “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction; and (b) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction.

46.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

In Witness Whereof, the Parties have executed this Agreement in duplicate originals by their proper officers as of the date and year first above written.

Nuvelo, Inc.		Archemix Corp.
By:		By:
	Name:		Name:
	Title:		Title:

47.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit A

DETERMINATION OF CERTAIN ACCOUNTING TERMS

Except where the context requires otherwise, capitalized terms used but not defined below shall have the meanings assigned to them in the Agreement to which this Exhibit A is attached.

1. “Product Profit and Loss” has the meaning assigned to it in Section 1.67 of the Agreement and shall be determined in the manner specified below. All amounts shall be determined in accordance with generally accepted accounting principles (“GAAP”), consistently applied.

2. “Cost of Goods” means the actual cost of Licensed Products shipped in either bulk or final therapeutic form as appropriately invoiced to the Parties by the then current Third Party manufacturer of the applicable Licensed Products. The cost of Licensed Product manufactured by Third Parties shall equal Nuvelo’s actual costs therefore. For purposes of calculating Product Profit and Loss in any calendar quarter, the actual cost of Licensed Products shipped shall be calculated on an accrual basis.

3. Marketing, Sales and Distribution Costs

     3.1. “Marketing, Sales and Distribution Costs” shall be the sum of Selling Expenses, Marketing Management, Market and Consumer Research, Advertising, Trade Promotion, Consumer Promotion, Education, and Distribution Expenses, each of which is specified below, and all other costs which are generally consistent with the Commercialization Plan, and attributable to the sale, promotion or marketing of Licensed Products.

     3.2. “Selling Expenses” means all costs and expenses directly associated with the efforts of field sales representatives with respect to Licensed Products, including field sales force (including field sales managers); field sales offices; home offices staffs directly involved in the management of and the performance of the selling functions; and payments to Third Parties under co-promotion agreements. Field samples shall normally be charged to Trade Promotion, but if sales management has direct decision-making authority for the distribution of field sales samples, it may be appropriate to charge these costs to Selling Expenses. In cases where the same sales force is detailing Licensed Products and other products that are not Licensed Products, the costs of detailing sales calls shall be allocated on a pro rata basis based upon net sales of each respective product during the most recent quarter.

     3.3. “Marketing Management” shall include product management and sales promotion management compensation and departmental expenses, including product related public relations, relationships with opinion leaders and professional societies, health care economics studies, contract pricing and administration, market information systems, governmental affairs activities for reimbursement, formulary acceptance and other activities directly related to the Licensed Products, management and administration of managed care and national accounts and other activities associated with developing overall sales and marketing strategies and planning for Licensed Products. In addition, payments to Third Parties in connection with trademark selection, filing, prosecution and enforcement shall be included in

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

this category. In the event that Nuvelo is concurrently selling additional products that are not Licensed Products, such costs may be allocated on a pro rata basis based upon net sales of each respective product during the most recent quarter.

     3.4. “Market and Consumer Research” shall include compensation and departmental expenses for market and consumer research personnel and payments to Third Parties related to conducting and monitoring professional and consumer appraisals of existing, new or proposed Licensed Products such as market share services (e.g., IMS data), special research testing and focus groups. In the event that Nuvelo is concurrently selling additional other products, expenditures not directly related to a Licensed Product may be allocated on a pro rata basis based upon net sales of each respective product during the most recent quarter on a percent of sales or other basis consistently applied which is no less favorable to the Licensed Products than the internal allocation for Nuvelo’s other products.

     3.5. “Advertising” means all costs incurred for the advertising and promotion of Licensed Products through any means, including, without limitation: (a) television and radio advertisements; (b) advertisements appearing in journals, newspapers, magazines or other media; (c) seminars and conventions; (d) packaging design; (e) professional education programs; (f) samples, visual aids and other selling materials; (g) hospital formulary committee presentations; (h) presentations to state and other governmental formulary committees; and (i) all media costs associated with Licensed Product advertising as follows: production expense/artwork including set up; design and art work for an advertisement; the cost of securing print space, air time, and the like in newspapers, magazines, trade journals, television, radio, billboards, and the like.

     3.6. “Trade Promotion” shall include the allowances given to retailers, brokers, distributors, hospital buying groups, and the like for purchasing, promoting, and distribution of Licensed Products. This shall include purchasing, advertising, new distribution, and display allowances as well as free goods, wholesale allowances and field sales samples. To the extent multiple products are involved and some of such products are not Licensed Products, then such allowances shall be allocated on a pro rata basis based upon net sales of each respective product during the most recent quarter.

     3.7. “Consumer Promotion” shall include the expenses associated with programs to promote Licensed Products directly to the end user. This category shall include expenses associated with promoting products directly to the professional community such as professional samples, professional literature, promotional material costs, patient aids and detailing aids. To the extent multiple products are involved and some of such products are not Licensed Products, then such allowances shall be allocated on a pro rata basis based upon net sales of each respective product during the most recent quarter.

     3.8. “Education” shall include expenses associated with professional education with respect to Licensed Products through any means not covered above, including articles appearing in journals, newspapers, magazines or other media; seminars, scientific exhibits, and conventions; and symposia, advisory boards and opinion leader development activities.

     3.9. “Distribution Expenses” means an amount equal to a percentage of Net Sales to be determined after the characteristics and anticipated price of the Licensed Products have been

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

determined. Such percentage shall be agreed upon by the Parties in good faith, and shall be designed to approximate Nuvelo’s cost of distributing such Licensed Products.

4. Post-Launch Product R&D Expenses

     4.1. “Post-Launch Product R&D Expenses” shall include certain research and development costs incurred by a Party in relation to a Licensed Product after the first commercial launch and shall exclude administrative expenses and costs that are included within Costs of Goods or Development Costs. Such post-launch research and development costs shall include the following expenses only if such expenses are directly attributable to a Licensed Product:

          (a) Phase 4 Clinical Trials;

          (b) Ongoing product support;

          (c) Ongoing medical affairs;

          (d) Preclinical research;

          (e) Contract research and development costs performed by others for a particular project that have no alternative future uses in other research and development projects or otherwise; and

          (f) Fees and expenses of outside counsel in respect of regulatory affairs unrelated to obtaining Regulatory Approvals.

5. Allocated Administration Expenses

     5.1. The costs eligible for allocation as “Allocated Administration Expenses” shall include the following: The direct costs of finance, management information services, human resources, payroll, information system, accounting and employees engaged in general management functions for the operating units in question, including direct costs of employees performing administration functions, the costs of supporting such individuals in the performance of their job (e.g., occupancy costs, travel, computers, and telephones), and outside services (e.g., consulting and audit services). Such costs shall be calculated in accordance with Nuvelo’s customary accounting methodology, consistently applied throughout such organization. Such costs shall be allocated based on the percentage such costs are of Nuvelo’s total net sales during the relevant quarter. Cost categories included within Allocated Administration Expenses shall not be included in any other cost recoverable under this Agreement.

     5.2. The Parties shall attempt to agree upon a fixed percentage of Net Sales to cover the expected Allocated Administration Expenses.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6. Currency Gains or Losses

     6.1. “Currency Gains or Losses” shall include the following:

          (a) Unhedged Transactions. Transaction gains or losses are those which result from a change in exchange rates between the functional currency and the currency in which the transaction is denominated. The transaction gain or loss is determined by measuring the increase or decrease in the functional currency cash flow due to the changes in the exchange rate from the date of the transaction to the settlement date. The difference between the functional currency amount calculated using the current exchange rate at the transaction date and the amount calculated using the currency exchange rate at the settlement date is the transaction gain or loss. Transaction gains or losses on unsettled foreign currency transactions are also reported in this manner. When there is a balance sheet date between the transaction date and settlement date, the gain or loss on the unsettled balance shall be measured using the current exchange rate at the balance sheet date.

          (b) Hedged Transactions. For purposes of this collaboration, Nuvelo will not buy or sell forward, directly or indirectly, foreign currencies in amounts greater than those which can reasonably be expected to be received or paid, as the case may be, over the relevant time period. If Nuvelo enters into a hedged transaction, the gain or loss realized from the hedge, net of hedging transaction costs, must be included in the underlying transaction. If the currency transaction gain or loss has been included in Net Sales, inventories, Costs of Goods, or any other category defined herein, it shall not be included in this category.

7. Calculation of the cost of capital. The Parties shall attempt to agree upon a fixed percentage of Net Sales to cover the expected cost of capital committed to the Collaboration.

8. Allocation of Costs. The following guidelines shall be used to allocate costs to the Licensed Products:

          (a) If the expense is specifically and exclusively used for the Commercialization of a Licensed Product, one hundred percent (100%) of such expense shall be an Allowable Commercialization Expense.

          (b) If the expense is not specifically and exclusively used for the Commercialization of a Licensed Product (i.e., also for other products of Lead Marketing Party), it shall be allocated based on objective means (such as man-hours or amounts consumed) or, if such method cannot reasonably be used, based on Net Sales of each such product.

          (c) No item of cost shall be duplicated in any of the categories comprising Allowable Commercialization Expenses.

          (d) As more fully set forth above, for purposes of calculating Product Profit and Loss in any calendar quarter, the expense shall be the accrued costs.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B

Coagulation Cascade Proteins

[***] Thrombin [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit C

Criteria for Short Acting Characteristics of Aptamers

For purposes of this Agreement, an Aptamer is a “Short Acting Coagulation Cascade Aptamer” if the Aptamer has [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit D

ARC 2172 Sequence

[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit E

REGIONAL OFFICES OR COUNTRIES IN WHICH
PATENT APPLICATIONS ARE TO BE NATIONALIZED
OR OTHERWISE PROSECUTED, FILED AND MAINTAINED

[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

EXHIBIT F

Stock Purchase Agreement

STOCK PURCHASE AGREEMENT

by and between

ARCHEMIX CORP.

and

NUVELO, INC.

Dated as of [                                        ]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Table Of Contents

			Page
SECTION 1 Definitions				1
SECTION 2 Authorization, Purchase and Sale of the Shares				3
	2.1	Purchase and Sale of the Shares		3
	2.2	Closing		3
SECTION 3 Representations and Warranties and Certain Covenants of the Company				3
	3.1	Organization, Qualifications and Corporate Power		3
	3.2	Authorization of Agreements, Etc.		3
	3.3	Validity		4
	3.4	Consents		4
	3.5	Subsidiaries		4
	3.6	Capitalization		4
	3.7	Litigation		5
	3.8	Financial Statements		5
	3.9	Taxes		5
	3.10	Intellectual Property		5
	3.11	Brokers		5
	3.12	Insurance		5
	3.13	Prospectus		6
	3.14	Offering Valid		6
SECTION 4 Representations and Warranties of Purchaser				6
	4.1	Experience		6
	4.2	Investment		6
	4.3	Rule 144		6
	4.4	Access to Data		6
	4.5	Brokers		6
	4.6	Authorization		6
SECTION 5 Purchaser’s Conditions to Closing				7
	5.1	Representations and Warranties		7
	5.2	Performance		7
	5.3	Legal Investment		7

(i)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

	5.4	Rights Agreement	7
	5.5	Proceedings and Documents	7
	5.6	Qualifications	7
	5.7	Qualified IPO	7
	5.8	Legal Opinion	7
SECTION 6 Company’s Conditions to Closing			8
	6.1	Representations and Warranties	8
	6.2	Performance	8
	6.3	Legal Investment	8
	6.4	Rights Agreement	8
	6.5	Payment of Purchase Price	8
SECTION 7 Miscellaneous			8
	7.1	Governing Law	8
	7.2	Survival	8
	7.3	Successors and Assigns	8
	7.4	Entire Agreement; Amendment and Waiver	9
	7.5	Notices	9
	7.6	Delays or Omissions	10
	7.7	Severability	10
	7.8	Interpretation	10
	7.9	Further Assurances	10
	7.10	Headings	10
	7.11	Counterparts	10

Exhibits

Exhibit A — Registration Rights Agreement

Schedules

[Disclosure Schedule]

(ii)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

ARCHEMIX CORP.

STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT dated as of [                    ] (the “Agreement”) is made by and between Archemix Corp., a Delaware corporation (the “Company”), and Nuvelo, Inc., a Delaware corporation (the “Purchaser”).

     WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase, shares of the Company’s common stock, par value $.001 per share (“Common Stock”), as provided in Section 7.3 of that certain Amended and Restated Collaboration and License Agreement between the Company and the Purchaser dated July [          ], 2006;

     NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Definitions

     1.1 For purposes of this Agreement, the following terms shall have the meanings set forth below:

          “Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules, regulations and policies of the Commission thereunder, all as the same shall be in effect at the time.

          “Affiliate” shall mean an individual, trust, business trust, joint venture, partnership, corporation, limited liability company, association or any other entity which (directly or indirectly) is controlled by, controls or is under common control with the Purchaser. For the purposes of this definition, the term “control” (including, with correlative meanings, the term “controlled by” and “under common control with”) as used with respect to the Purchaser, means the possession of the power to direct or cause the direction of the management and policies of an entity, through the ownership of the outstanding voting securities or by contract or otherwise.

          “By-laws” shall mean the Amended and Restated By-Laws of the Company, as amended from time to time.

          “Certificate of Incorporation” shall mean the Company’s Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, as amended from time to time.

          “Closing” and “Closing Date” shall have the meanings specified in Section 2.2 hereof.

          “Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Act.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

          “Common Stock” shall have the meaning specified in the recitals.

          “Purchase Price” shall have the meaning specified in Section 2.1 hereof.

          “Prospectus” shall mean the prospectus contained in the Registration Statement.

          “Qualified IPO” means the Company’s firm commitment underwritten initial public offering on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market filed under the Securities Act of 1933, as amended, covering the offer and sale of Company Common Stock, with total gross offering proceeds to Company (prior to underwriter commissions and expenses) of at least thirty million dollars ($30,000,000) exclusive of the Purchase Price.

          “Registration Statement” shall mean the Registration Statement on Form S-1 (File No. 333-[                    ]) filed with the Commission relating to the Company’s initial public offering of its Common Stock.

          “Rights Agreement” shall mean the Registration Rights Agreement dated as of the date hereof by and between the Company and the Purchaser in the form attached hereto as Exhibit A.

          “Shares” shall have the meaning specified in Section 2.1 hereof.

     1.2 Certain other words and phrases are defined or described elsewhere in this Agreement and the Exhibits and Schedules hereto.

     1.3 Wherever used in this Agreement:

          the words “include” or “including” shall be construed as also incorporating “but not limited to” and “without limitation”;

          the word “day” means a calendar day unless specified otherwise; and

          the word “law” (or “laws”) means any statute, ordinance, regulation or code.

     1.4 Unless specified to the contrary, references to Articles, Sections, Schedules and/or Exhibits mean the particular Article, Section, Schedule or Exhibit in or to this Agreement.

     1.5 References to this Agreement shall include this Agreement as varied or modified from time to time by the parties.

     1.6 Unless the context requires otherwise, words in the singular number include the plural and vice versa.

     1.7 All Schedules and Exhibits hereto are hereby incorporated herein and made a part hereof.

2.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Authorization, Purchase and Sale of the Shares

     Purchase and Sale of the Shares. At the Closing (as defined in Section 2.2 hereof), and subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company [______] shares of Common Stock (the “Shares”) at a purchase price of $[______] per share for a total purchase price of $[______] (the “Purchase Price”).

     Closing. The purchase and sale of the Shares being purchased by the Purchaser shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, at 10:00 a.m., local time, on [______], or at such other location, date and time as may be agreed upon among the Purchaser and the Company (such closing being called the “Closing” and such date and time being called the “Closing Date”). At the Closing, the Company shall issue and deliver to the Purchaser a certificate in definitive form, registered in the name of the Purchaser, representing the Shares being purchased by the Purchaser at the Closing. As payment in full for the Shares being purchased by it under this Agreement, and against delivery of the certificate therefor as aforesaid, on the Closing Date, the Purchaser (a) shall deliver to the Company a check payable to the order of the Company in the amount of the Purchase Price, (b) shall transfer such amount to the account of the Company by wire transfer, or (c) shall deliver a combination of (a) and (b) above.

Representations and Warranties and Certain Covenants of the Company

     Except as set forth in any disclosure schedules delivered herewith (which shall be numbered to correspond with the sections of this Section 3), the Company hereby represents and warrants to and covenants to the Purchaser as follows:

     Organization, Qualifications and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and the Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where failure to qualify would not have a material adverse effect on the business or financial condition of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted or as planned to be conducted in the foreseeable future, to execute, deliver and perform this Agreement, the Rights Agreement and any other agreements, documents or instruments contemplated hereby to which it is a party, to issue, sell and deliver the Shares.

     Authorization of Agreements, Etc.

The execution and delivery by the Company of this Agreement and the Rights Agreement, the performance by the Company of its obligations hereunder and thereunder, and the issuance, sale and delivery of the Shares have been duly authorized by all requisite

3.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

corporate action and will not violate any provision of law, any order of any court or other agency of government specifically naming the Company, the Certificate of Incorporation, or the By-laws or any material provision of any indenture, agreement or other instrument to which the Company is a party or by which it or its assets are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, which violation, conflict or default could have a material adverse effect on the Company, or result in the creation or imposition of any material lien, charge, restriction, claim or encumbrance upon any of the properties or assets of the Company.

          The Shares have been duly authorized and the Shares, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable and free of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Rights Agreement. None of the issuance, sale or delivery of the Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person which has not been waived.

     Validity. This Agreement has been duly executed and delivered by the Company. This Agreement constitutes and the Rights Agreement, when executed and delivered in accordance with this Agreement, will constitute, the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors and to general principles of equity.

     Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with any federal or state governmental authority, any party to a contract to which the Company or its assets are bound or any other third party on the part of the Company required in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained prior to, and be effective as of, the Closing (other than such filings under the “blue sky” law of any state governmental authority and any federal securities law filings that may be made after the Closing, which such filings shall be timely made, or such filings required by the Rights Agreement). The sale of the Shares is not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

     Subsidiaries. The Company has no subsidiaries other than as listed in an Exhibit to the Registration Statement.

     Capitalization. The authorized and outstanding shares of capital stock and options, warrants and other rights to purchase capital stock of the Company is as set forth in the Prospectus. All issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities.

     Litigation. Except as set forth in the Prospectus and required to be disclosed therein, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency

4.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against the Company (including without limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and to the best of the Company’s knowledge there is no basis for any of the foregoing.

     Financial Statements. The financial statements of the Company contained in the Prospectus (i) are true and correct in all material respects, (ii) are in accordance with the books and records of the Company, (iii) present fairly in all material respects the financial position of the Company on as of the dates thereof and (iv) were prepared in accordance with United States generally-accepted accounting principles (except, with respect to any interim Financial, for all of the required footnotes and year end adjustments, which are not expected to be material).

     Taxes. The Company has accurately prepared in all material respects and timely filed all federal, state, county and local tax returns required to be filed by it, and the Company has paid all taxes required to be paid by it pursuant to such returns as well as all other taxes, assessments and governmental charges which have become due or payable, including, without limitation all taxes which the Company is obligated to withhold from amounts owing to employees, creditors and third parties. All such taxes with respect to which the Company has become obligated pursuant to elections made by the Company in accordance with generally accepted practice have been paid and adequate reserves have been established for all taxes accrued but not payable.

     Intellectual Property. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, “Intellectual Property”) necessary to the conduct of its business as conducted consistent with the description of the Company’s business as set forth in the Prospectus. Without diminishing the representation set forth in the preceding sentence, the Company further represents that it has taken commercially reasonable steps to ensure that all right, title and interest in any Intellectual Property which has been developed by key employees or founders of the Company in their capacity as either employees or consultants to the Company which is necessary for the conduct of the Company’s business as conducted has been unconditionally assigned to the Company.

     Brokers. The Company has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement.

     Insurance. The Company will use its commercially reasonable efforts to maintain insurance with financially sound and reputable insurance companies or associations, in such amounts and covering such risks as are adequate and customary for the type and scope of its properties and business as currently conducted and as planned to be conducted in the foreseeable future.

     Prospectus. The Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.

5.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     Offering Valid. Assuming the accuracy of the representations and warranties of Purchaser contained in Section 4 hereof, the offer, sale and issuance of the Shares will be exempt from the registration requirements of the Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

Representations and Warranties of Purchaser

     The Purchaser represents and warrants to the Company as follows:

     Experience. The Purchaser: (a) is an accredited investor within the definition of Regulation D promulgated under the Act; (b) is experienced in evaluating and in investing in developing biotechnology companies such as the Company and can afford a loss of its entire investment; and/or (c) has a pre-existing personal or business relationship with the Company and/or certain of its officers, directors or controlling persons of a nature and duration that enable it to be aware of the character, business acumen and financial circumstance of such persons.

     Investment. The Purchaser is acquiring the Shares for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. It understands that the Shares have not been registered under the Act by reason of specified exemptions form the registration provisions of the Act.

     Rule 144. The Purchaser acknowledges that the Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. It has been advised or is aware of the provisions of Rule 144 promulgated under the Act, which permit limited release of shares purchased in a private placement subject to the satisfaction of certain conditions, and is aware that such Rule may not become available for resale of the Shares.

     Access to Data. The Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and has had the opportunity to review the Company’s facilities.

     Brokers. The Purchaser has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement.

     Authorization. The Purchaser has full power and authority to enter into and to perform this Agreement in accordance with its terms. All action (corporate or otherwise) on the part of the Purchaser necessary for the authorization, execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated herein has been taken. This Agreement is valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors and to general principles of equity.

Purchaser’s Conditions to Closing

6.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     The Purchaser’s obligation to purchase Shares at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

     Representations and Warranties. The representations and warranties contained in Section 3 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date.

     Performance. The Company shall have performed and complied with all covenants, agreements and conditions contained herein required to be performed or complied with by it prior to or at the Closing Date.

     Legal Investment. At the time of the Closing, the purchase of the Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

     Rights Agreement. The Company and the Purchaser shall have executed and delivered the Rights Agreement.

     Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in form and substance to the Purchaser and its counsel. Prior to the Closing, the Company shall have obtained all consents or waivers, if any, necessary to execute and deliver this Agreement and the Rights Agreement, issue the Shares and to carry out the transactions contemplated hereby and thereby, and all such consents and waivers shall be in full force and effect.

     Qualifications. All other authorizations, approvals or permits if any, of any governmental authority or regulatory body of the United States or any state that are required prior to and in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be effective on and as of the Closing Date.

     Qualified IPO. The Qualified IPO shall have been completed and the proceeds therefrom shall have been received by the Company.

     Legal Opinion. The Purchaser shall have received from legal counsel to the Company an opinion addressed to the Purchaser, dated as of the Closing Date, in form customarily delivered in connection with the private placement of shares of common stock of a publicly traded company and acceptable to the Purchaser, acting reasonably.

7.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Company’s Conditions to Closing

     The Company’s obligation to sell the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:

     Representations and Warranties. The representations and warranties made by the Purchaser pursuant to Section 4 hereof shall be true and correct when made and shall be true and correct on the Closing Date.

     Performance. The Purchaser shall have performed and complied with all covenants, agreements and conditions contained herein required to be performed or complied with by it prior to or at the Closing Date.

     Legal Investment. At the time of the Closing, the purchase of the Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

     Rights Agreement. The Company and the Purchaser shall have executed and delivered the Rights Agreement.

     Payment of Purchase Price. The Purchaser shall have delivered to the Company a check or a transfer of funds to the account of the Company in the full amount of the Purchase Price.

Miscellaneous

     Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware without giving effect to principles of conflicts of law thereunder.

     Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

     Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Subject to the terms of this Agreement, no party hereby may assign its rights or obligations hereunder (whether by operation of law or otherwise, including by merger, asset sale, sale of stock or otherwise) without the prior written consent of the other parties hereto.

     Entire Agreement; Amendment and Waiver. This Agreement (including the Schedules and Exhibits hereto) and the other documents delivered pursuant hereto constitute the full and

8.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Neither this Agreement nor any term hereof may be amended, modified, waived or terminated, except by a written instrument signed by the Company and the Purchaser.

     Notices. Unless otherwise provided, all notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) made by telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid.

If to the Company:	Archemix Corp.
	300 Third Street
	Cambridge, MA
	Attn: Legal Department
	Facsimile: (617) 621-9300
With a copy to:	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	One Financial Center
	Boston, MA 02111
	Attn: Jeffrey M. Wiesen, Esquire
	Facsimile: (617) 542-2241
If to the Purchaser:	Nuvelo, Inc.
	201 Industrial Road, Suite 310
	San Carlos, CA 94070
	Attn: Chief Executive Officer
	Facsimile: (650) 517-8058
With a copy to:	Cooley Godward LLP
	Five Palo Alto Square
	3000 El Camino Real
	Palo Alto, CA 94306-2155
	Attn: John Geschke, Esquire
	Facsimile: (650) 849-7400

or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others.

     All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

9.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any holder of any shares upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or in any similar breach or default occurring thereafter; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any holder or any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

     Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

     Interpretation. The parties hereby acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in a favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

     Further Assurances. From and after the date of this Agreement, the Company and the Purchaser shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

     Headings. The headings and subheadings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

     Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. One or more counterparts of this Agreement may be delivered via telecopier with the intention that they shall each have the same effect as an original counterpart hereof.

[Remainder of Page Intentionally Left Blank]

10.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the date first above written.

COMPANY: ARCHEMIX CORP.
By:
	Name:
	Title:
PURCHASER: NUVELO, INC.
By:
	Name:
	Title:

11.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

EXHIBIT G

Registration Rights Agreement

ARCHEMIX CORP.

REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT dated as of [___] (the “Agreement”) is made by and between Archemix Corp., a Delaware corporation (the “Company”), and Nuvelo, Inc., a Delaware corporation (the “Investor”).

     WHEREAS, the Company proposes to issue and sell to the Investor certain shares of its common stock, par value $.001 per share (“Common Stock”) pursuant to the Stock Purchase Agreement by and between the Company and Investor of even date herewith (the “Stock Purchase Agreement”) as provided in Section 7.3 of that certain Amended and Restated Collaboration and License Agreement between the Company and the Purchaser dated July [  ], 2006 (the “Collaboration Agreement”);

     WHEREAS, as a condition to entering into the Stock Purchase Agreement, the Investor has requested that the Company grant to it registration rights and certain other rights and covenants set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

     Registration Rights. The Company and the Investor, as applicable, covenant and agree as follows:

          Definitions. For purposes of this Agreement:

               The term “Act” means the Securities Act of 1933, as amended, or any similar federal statute and the rules, regulations and policies of the Commission thereunder, all as the same shall be in effect at the time.

               The term “1934 Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules, regulations and policies of the Commission thereunder, all as the same shall be in effect at the time.

               The term “Common Stock” shall have the meaning set forth in the recitals.

               The term “Form S-1” means a registration statement on Form S-1 or such other form under the Act as in effect on the date hereof, or any registration form under the Act subsequently adopted by the SEC, which permits the registration of securities under the Act for which no other form is authorized or prescribed.

12.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

               The term “Form S-3” means a registration statement on Form S-3 or such other form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC, which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC or relates to secondary offerings.

               The term “Holder” means the Investor (so long as the Investor holds Registrable Securities) and any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.10 hereof.

               The term “Qualified Public Offering” means the Company’s firm commitment underwritten initial public offering filed under the Act covering the offer and sale of the Company’s Common Stock, with gross offering proceeds to the Company of not less than $30,000,000 exclusive of any amount issued to the Investor pursuant to the Collaboration Agreement.

               The terms “register”, “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement, other than a registration statement on Form S-4 on Form S-8 or successor or comparable forms thereto, or similar document in compliance with the Act and the declaration or ordering of effectiveness of such registration statement or document.

               The term “Registrable Securities” means (i) any shares of Common Stock issued to the Investor pursuant to the Stock Purchase Agreement, (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in (i) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which the rights under this Section 1 are not assigned; provided, however, that shares of Common Stock which are Registrable Securities shall cease to be Registrable Securities upon sale of such shares pursuant to a registration statement or Rule 144 under the Act or upon the eligibility for immediate sale of all Registrable Securities under Rule 144(k) under the Act.

               The term “SEC” means the Securities and Exchange Commission.

               The term “Special Registration Statement” means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

          Sale or Transfer of Shares; Legend.

               The Registrable Securities shall not be sold or transferred unless either (i) such shares first shall have been registered under the Act, or (ii) the transfer complies with Rule 144, Rule 144A or an exemption from registration under the Act, provided that, in the event of a sale pursuant to an exemption under the Act, if requested by the Company, the Company shall

13.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

have been first furnished with an opinion of legal counsel, to the effect that such sale or transfer is exempt from the registration requirements of the Act, provided further, however, that an opinion of counsel shall not be required for sales under Rule 144 under the Act.

               Each certificate representing the Registrable Securities shall bear a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (a) SUCH SHARES FIRST SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (b) THE TRANSFER COMPLIES WITH RULE 144, RULE 144A OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, IF REQUESTED BY THE COMPANY, THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS IS THEN AVAILABLE, PROVIDED, HOWEVER, THAT AN OPINION OF COUNSEL SHALL NOT BE REQUIRED FOR SALES MADE UNDER RULE 144 AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.

The foregoing legend shall be removed from the certificates representing any Registrable Securities, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act.

          “Piggyback” Registration.

               Registration Statement. Following the consummation of a Qualified Public Offering, if (but without any obligation to do so) the Company shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration or Form S-4 or S-8 or relating solely to the sale of securities to participants in a stock plan or a registration relating solely to a Rule 145 transaction or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within fifteen (15) days after receipt of such notice by the Holder in accordance with Section 2.5, the Company shall, subject to the provisions of this Section 1.3, use its reasonable best efforts to include in such registration all of the Registrable Securities that each such Holder has requested to be registered.

               Company Deferral. In connection with any offering not involving an underwriting of shares of the Company’s capital stock, if the Company shall furnish to the

14.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Holders a certificate signed by the Chairman of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for all of the Holders’ shares to be included in the registration statement to be filed and it is therefore essential to defer the inclusion of all or some of the Holders’ Registrable Securities in such registration statement, the Company shall have the right to reduce such number of shares as the Board of Directors determines, in its good faith judgment, are necessary, provided, however, that if the number of Registrable Securities to be included in the registration statement in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Securities have requested to be included, then the number of shares that may be included in the registration statement shall be allocated, first, to the Company; second, to holders of shares of capital stock (other than a Holder) with registration rights under that certain Second Amended and Restated Registration Rights Agreement dated as of March 31, 2004 by and among the Company and the Purchasers named therein, as amended from time to time (the “Existing Registration Rights Agreement”); and third to the Holders on a pro rata basis based on the total number of Registrable Securities held by each Holder.

               Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ Registrable Securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in an offering exceeds the amount that the underwriters determine, in good faith, is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in good faith will not jeopardize the success of the offering. If the number of Registrable Securities to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Securities have requested to be included, then the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to holders of shares of capital stock (other than a Holder) with registration rights under the Existing Registration Rights Agreement; and third to the Holders on a pro rata basis based on the total number of Registrable Securities held by each Holder.

               Withdrawal. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 1.3 for any reason without thereby incurring any liability to the holders of Registrable Securities.

          Demand Registration. In case the Company shall, at any time following the one year anniversary of the closing of a Qualified Public Offering, receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement, or, if such short-form registration statement is not available for use by the Company, on Form S-1 (or any successor to Form S-1) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

               promptly give written notice of the proposed registration, and any related

15.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

qualification or compliance, to all other Holders of Registrable Securities; and

                    as soon as practicable, but in any event within thirty (30) days of receipt of such request, file such registration statement and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 1.4:

          (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000);

          (ii) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating either (A) that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, or (B) that the Company intends to make a public offering within one hundred five (105) days of the receipt of the request of such Holder or Holders, the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred five (105) days after receipt of the request of the Holder or Holders under this Section 1.4; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;

          (iii) if the Company has already effected a registration for the Holders pursuant to this Section 1.4, and such registration statement remains effective; or

          (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

          Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible (and subject to the foregoing):

                    Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective as soon as possible, and keep such registration statement effective until all shares registered thereunder cease to be Registrable Securities; provided, however, that at any time upon written notice to the participating Holders and for a period not to exceed ninety (90) days thereafter (exclusive of any deferral under Section 1.4) (the “Suspension Period”), the Company may suspend the use or effectiveness of any registration statement (and the participating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably concludes that

16.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined below), or the Company intends to complete a public offering within ninety (90) days, other than pursuant to a Special Registration Statement. In no event shall any Suspension Period, when taken together with all prior Suspension Periods, exceed ninety (90) days in the aggregate in any twelve (12) month period. If so directed by the Company, all Holders registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

               Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement;

               Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

               Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act;

               In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement, and such agreement shall specify that, and the Company shall cause, the same opinions of counsel of the Company and “comfort letters” of the auditors of the Company as are delivered to the managing underwriter of such offering to also be addressed and delivered to each Holder;

               Promptly notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act as a result of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and promptly prepare and distribute any amendment, prospectus or supplement necessary to render the registration statement not deficient or misleading;

17.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

               Cause all such Registrable Securities registered hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed (or the Nasdaq Global Market, if applicable);

               Provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

               Otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable governmental agencies in other applicable jurisdictions and make generally available to its holders, in each case as soon as practicable, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Act; and

               Otherwise cooperate with the underwriter or underwriters, the SEC and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of any Registrable Securities hereunder.

          Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities.

          Expenses of Registration. The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to this Section 1 for each Holder, including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto and the fees and disbursements of one counsel for the Holders registering their shares thereunder, but excluding underwriting discounts and commissions relating to the Registrable Securities.

18.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

          Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:

               To the extent permitted by law, the Company will indemnify, defend and hold harmless each Holder, its officers, directors, employees, agents and representatives, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act (each, a “Company Indemnified Person”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) (the “Company Indemnified Amount”) arise out of or are based upon any of the following (collectively, a “Violation”): (i) any untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act, the 1934 Act or any state securities or Blue Sky laws or any rule or regulation thereunder in connection with such registration; and the Company will pay to each such Company Indemnified Person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any Company Indemnified Amount; provided, however, that the indemnity agreement contained in this subsection 1.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such Company Indemnified Amount as to any Company Indemnified Person to the extent such liability arises out of or is based upon a Violation (i) which occurs in reliance upon and in conformity with written information relating to such Company Indemnified Person and furnished expressly for use in connection with such registration by such Company Indemnified Person or (ii) contained in a preliminary prospectus and corrected in a final or amended prospectus if such seller, underwriter or controlling person received notice of such final or amended prospectus prior to the effective date of the registration statement but failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the person asserting any such loss, claim, damage or liability resulting from a Violation contained in such preliminary prospectus, in any case where such delivery is required by the Act.

               To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) (the “Holder Indemnified Amount”) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information relating to such Holder and furnished by such Holder expressly for use in connection with such registration; and each such

19.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 1.8(b), in connection with investigating or defending any Holder Indemnified Amount; provided, however, that the indemnity agreement contained in this subsection 1.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, that, in no event shall any indemnity under this subsection 1.8(b) exceed the net proceeds from the offering received by such Holder.

               Promptly after receipt by an indemnified party under this Section 1.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8.

               If the indemnification provided for in this Section 1.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; and provided, that, in no event shall any contribution under this subsection 1.8(d) exceed the net proceeds from the offering received by such Holder.

               Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in

20.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

               The obligations of the Company and Holders under this Section 1.8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

          Reports Under 1934 Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to use its reasonable best efforts to:

               make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public;

               take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

               file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and

               furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

          Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a Permitted Assignee (as defined below), provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For purposes of this Section

21.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

1.10 a “Permitted Assignee” shall mean an entity that acquires all or substantially all of the ownership interests of a Holder.

          “Market Stand-Off” Agreement. The Investor hereby agrees that, during the one hundred eighty (180) day period following the effective date of the registration statement for the Qualified Public Offering or such other period as requested of all Company executive officers required to file Forms 3 and 4 and directors of the Company by the underwriters in the Qualified Public Offering in order to comply with Rule 2711 of the National Association of Securities Dealers or otherwise, the Investor shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that all executive officers and directors of the Company enter into similar agreements. In addition to the obligations under this Section, the Investor agrees to execute a separate agreement on form satisfactory to such underwriter containing such covenant and obligation.

     In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of the Investor (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

     Notwithstanding the foregoing, the obligations described in this Section 1.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to SEC Rule 145, or a transaction on Form S-4 or similar forms which may be promulgated in the future.

          Termination of Registration Rights.

          The right of any Holder to request registration or inclusion in any registration pursuant to Section 1 shall terminate once all Company securities held by such Holder cease to be Registrable Securities, and this Agreement shall terminate once all of the securities covered hereby cease to be Registrable Securities.

     Miscellaneous.

          Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Subject to the terms of this Agreement, no party hereby may assign its rights or obligations hereunder (whether by operation of law or otherwise, including by merger, asset sale, sale of stock or otherwise) without the prior written consent of the other parties hereto.

          Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware without giving effect to principles of conflicts of law thereunder.

22.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

          Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. One or more counterparts of this Agreement may be delivered via telecopier with the intention that they shall each have the same effect as an original counterpart hereof.

          Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

          Notices. Unless otherwise provided, all notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) made by telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid.

If to the Company:	Archemix Corp.
	300 Third Street
	Cambridge, MA 02142
	Attn: Legal Department
	Facsimile: (617) 621-9300
With a copy to:	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	One Financial Center
	Boston, MA 02111
	Attn: Jeffrey M. Wiesen, Esquire
	Facsimile: (617) 542-2241
If to the Investor:	Nuvelo, Inc.
	201 Industrial Road, Suite 310
	San Carlos, CA 94070
	Attn: Chief Executive Officer
	Facsimile: (650) 517-8058
With a copy to:	Cooley Godward LLP
	Five Palo Alto Square
	3000 El Camino Real
	Palo Alto, CA 94306-2155
	Attn: John Geschke, Esquire
	Facsimile: (650) 849-7400

     All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

23.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

          Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

          Entire Agreement; Amendments and Waivers. This Agreement constitutes the full and complete agreement of the parties hereto, and supersedes all prior agreements, whether written or oral, with respect to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent (i) of the Company, (ii) the Investor (so long as the Investor holds Registrable Securities) and (iii) any transferee or assignee of Registrable Securities pursuant to Section 1.10 of this Agreement who holds not less than 250,000 shares of Registrable Securities. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company.

          Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

          Interpretation. The parties hereby acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in a favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

          Remedies. It is specifically understood and agreed that any breach of the provisions of this Agreement by any person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law).

[THE REMAINDER OF THE PAGE IS LEFT INTENTIONALLY BLANK]

24.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement or caused this Agreement to be executed by their duly authorized representatives, as of the date first written above.

COMPANY: ARCHEMIX CORP.
By:
	Name:
	Title:
INVESTOR: NUVELO, INC.
By:
	Name:
	Title:

25.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit H

FINANCIAL STATEMENT FORMAT

	Total Product
	Line P(L)	% Net Sales
Gross Sales
Less:
Transportation Charges
Credits & Allowances
Taxes & Duties
Net Sales
Cost of Goods:
Gross Profit
Commercialization Costs:
Selling Expenses (including provisions for uncollectible accounts)
Marketing Management
Market & Consumer Research
Advertising
Trade Promotion
Consumer Promotion
Education
Total Distribution Expenses
Other
Total Commercialization Costs
Post-Launch Product R&D Expenses:
Phase 4 Clinical Trials
Product Support
Medical Affairs
Preclinical Research
Other Contract R&D
Total Post-Launch Product R&D Expenses
Allocated Administration Expenses:
Patent Expenses
Currency Gains (Losses):
Unhedged Transactions
Hedged Transactions
Total Currency Gains (Losses)

26.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

	Total Product
	Line P(L)	% Net Sales
Net Sublicense Revenues
Product Profits (Losses)
Equalization Receipt (Payment)
Balance After Equalization

27.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

EX-10.8

Exhibit 10.8

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT

between

ARCHEMIX CORP.

and

MERCK, KGaA

January 17, 2007

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

TABLE OF CONTENTS

	Page
1. DEFINITIONS		1
2. ADMINISTRATION OF THE COLLABORATION		19
2.1 Joint Steering Committee		19
2.2 Joint Project Team		21
3. RESEARCH PROGRAM		24
3.1 Implementation of the Research Program		24
3.2 Annual Research Plans		25
3.3 Conduct of Research Program		25
3.4 Records		26
3.5 Selection of Program Targets		27
3.6 Identification of Lead Compounds and Optimized Lead Compounds		29
3.7 Development Candidates		29
3.8 MERCK Decision Not to Go Forward		29
3.9 Supply of Proprietary Materials		30
3.10 Research Program Term		30
4. DEVELOPMENT PROGRAM; COMMERCIALIZATION OF PRODUCTS		30
4.1 Objectives of the Development Program		30
4.2 Responsibility for Development of Development Candidates and Commercialization of Products		30
4.3 Annual Development Plans		31
4.4 Product Commercialization Plans		31
4.5 Development and Commercialization Diligence		31
4.6 Compliance		32
4.7 Cooperation		32
4.8 Exchange of Reports; Information; Updates		32
4.9 Development and Commercialization Rights and Restrictions		34
4.10 Product Recalls		35
5. PAYMENTS		35
5.1 Technology Access and License Fee		35
5.2 License Maintenance Fee		35
5.3 R&D Funding		35
5.4 Milestone Payments		36
5.5 Payment of Royalties; Royalty Rates; Accounting and Records		38

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

i

	Page
6. TREATMENT OF CONFIDENTIAL INFORMATION; PUBLICITY; NON-SOLICITATION		42
6.1 Confidentiality		42
6.2 Publicity		44
6.3 Publications and Presentations		44
6.4 Prohibition on Solicitation		45
7. LICENSE GRANTS; EXCLUSIVITY		45
7.1 Research and Development Licenses		45
7.2 Commercialization License		50
7.3 Right to Sublicense		50
7.4 Right to Subcontract		50
7.5 No Other Rights		50
7.6 Exclusivity		51
8. INTELLECTUAL PROPERTY RIGHTS		51
8.1 ARCHEMIX Intellectual Property Rights		51
8.2 MERCK Intellectual Property Rights		51
8.3 Joint Technology Rights		51
8.4 Patent Coordinators		51
8.5 Inventorship		52
8.6 Cooperation		52
9. FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS		52
9.1 Patent Filing, Prosecution and Maintenance		52
9.2 Legal Actions		55
9.3 Trademark and Copyright Ownership Prosecution, Defense and Enforcement		58
10. TERM AND TERMINATION		58
10.1 Term		58
10.2 Termination		59
10.3 Consequences of Termination of Agreement		59
10.4 Rights and Duties of the Parties following Breach by MERCK of Diligence Obligations		62
10.5 Surviving Provisions		62
11. REPRESENTATIONS AND WARRANTIES		63
11.1 Mutual Representations and Warranties		63
11.2 ARCHEMIX’ Representations and Warranties		63
11.3 Acknowledgment of MERCK		64

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

ii

	Page
12. INDEMNIFICATION		64
12.1 Indemnification of MERCK by ARCHEMIX		64
12.2 Indemnification of ARCHEMIX by MERCK		65
12.3 Indemnification of Gilead and UTC by MERCK		65
12.4 Conditions to Indemnification		65
12.5 Warranty Disclaimer		66
12.6 No Warranty of Success		66
12.7 Limited Liability		66
13. MISCELLANEOUS		66
13.1 Arbitration		66
13.2 Change of Control		68
13.3 Notices		69
13.4 Governing Law		70
13.5 Binding Effect		70
13.6 Headings		70
13.7 Counterparts		70
13.8 Amendment; Waiver		70
13.9 No Third Party Beneficiaries		71
13.10 Purposes and Scope		71
13.11 Assignment and Successors		71
13.12 Force Majeure		71
13.13 Interpretation		71
13.14 Integration; Severability		71
13.15 Further Assurances		72

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

iii

List of Schedules
Schedule 1	Optimized Lead Compound Selection Criteria
Schedule 2A	Program Targets
Schedule 2B	Target Replacement List
Schedule 3	Licensed Patent Rights
Schedule 4	Excluded Aptamers
Schedule 5	Excluded Targets
Schedule 6	Development Candidate Selection Criteria
Schedule 7	Form of Press Release
Schedule 8	Regional Offices or Countries in which Patent Applications are to be Nationalized or Otherwise Prosecuted, Filed and Maintained
Schedule 9	Material Terms to be Included in Form of Co-Promotion Agreement
Schedule 10	Merck’s Standard Exchange Rate Methodology Applied In Its External Reporting
Schedule 11	Program Chemistries

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

iv

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT

     This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of January 17, 2007, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Merck KGaA, a company organized under the laws of Germany with offices at Frankfurter Str. 250, 64293 Darmstadt, Germany (“MERCK”). Each of MERCK and ARCHEMIX is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

     WHEREAS, ARCHEMIX has developed and controls certain technology, patent rights and proprietary materials related to (a) the identification and optimization of aptamers using its proprietary SELEX™ process and SELEX™ technology, and (b) the use of such aptamers for treating, preventing or delaying onset or progression of human diseases or conditions; and

     WHEREAS, MERCK is engaged in the research, development and commercialization of human therapeutics; and

     WHEREAS, the Parties desire to enter into a collaboration for the purposes of identifying aptamers against certain identified targets, and developing and commercializing products derived from such aptamers for the prevention, treatment and delay of onset or progression of cancer.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

     Whenever used in this Agreement with an initial capital letter, the terms defined in this Section 1 and in Schedule 9 attached hereto shall have the meanings specified.

     1.1 “Adverse Event” means any untoward, undesired or unplanned medical occurrence in a human clinical trial subject or a patient, which occurrence has a temporal relationship to administration of a Development Candidate or Product, whether or not considered related to the Development Candidate or Product, including, without limitation, any undesirable sign (including abnormal laboratory findings of clinical concern), symptom or disease associated with the use of such Development Candidate or Product.

     1.2 “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more affiliates, controls, or is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means (a) ownership of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any other type of legal entity, (b) status as a general partner in any partnership, or (c) any other arrangement whereby a Person controls or has the right to control the board of directors of a corporation or equivalent governing body of an entity other than a corporation.

     1.3 “Annual Development Plan” means, with respect to each Optimized Lead Compound and Development Candidate and Contract Year, the written plan for the Development

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Program for such Optimized Lead Compound and Development Candidate for such Contract Year, as such written plan may be amended, modified or updated, as further described in Section 4.3.

     1.4 “Annual Net Sales” means, with respect to any Calendar Year, the aggregate amount of the Net Sales for such Calendar Year.

     1.5 “Annual Research Plan” means the written plan describing the research activities to be carried out by each Party during each Contract Year of the Research Program Term in conducting the Research Program pursuant to this Agreement as well as a budget therefore, as such written plan may be amended, modified or updated, as further described in Section 3.2.

     1.6 “Applicable Laws” means Federal, state, local, national and supra-national laws, statutes, rules and regulations, including any rules, regulations, guidance, guidelines or requirements of Regulatory Authorities, national securities exchanges or securities listing organizations, that are in effect from time to time during the Term and apply to a particular activity hereunder.

     1.7 “Aptamer” means (a) any naturally or non-naturally occurring oligonucleotide identified by ARCHEMIX through the SELEX^® Process that binds with high specificity and affinity to a Target; and (b) any oligonucleotide Derived from the oligonucleotide of (a) that has such high specifity and affinity.

     1.8 “ARCHEMIX Background Technology” means any Technology that is used by ARCHEMIX, or provided by ARCHEMIX for use, in the Research Program and/or the Development Program that is (a) Controlled by ARCHEMIX as of the Effective Date or (b) conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX after the Effective Date other than in the conduct of ARCHEMIX Research Activities or ARCHEMIX Development Activities and without the use in any material respect of any MERCK Technology (other than Collaboration Aptamers), MERCK Patent Rights or MERCK Materials. For purposes of clarity, ARCHEMIX Background Technology (a) shall include the SELEX^® Process and SELEX^® Technology and (b) shall not include Collaboration Aptamers, ARCHEMIX Program Technology or ARCHEMIX’s interest in Joint Technology.

     1.9 “ARCHEMIX Decision” means a decision with respect to the following issues: (a) the conduct of the [***] against [***]; (b) whether ARCHEMIX is to incur any [***]; (c) whether ARCHEMIX is to be obligated to perform any [***]; (d) whether ARCHEMIX is to incur any [***] in the performance of [***] or [***]; (e) the expansion, at MERCK’s request, of the number of FTEs to be provided by ARCHEMIX under the Research Program beyond [***] in any [***]; and (f) the inclusion of any [***] MERCK as [***] Program Target.

     1.10 “ARCHEMIX Development Activities” means all Development activities specified to be conducted by ARCHEMIX in any Annual Development Plan (or amendment thereto) and approved by ARCHEMIX’s representatives on the JPT and JSC (without resort to the dispute resolution procedures set forth in Section 2.1.6).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

     1.11 “ARCHEMIX-Gilead License Agreement” means the License Agreement between Gilead Sciences, Inc. and ARCHEMIX dated October 21, 2001, as amended.

     1.12 “ARCHEMIX Materials” means any Proprietary Materials that are Controlled by ARCHEMIX and used by ARCHEMIX, or provided by ARCHEMIX for use, in the Research Program and/or the Development Program. For purposes of clarity, ARCHEMIX Materials shall include all Aptamers provided by ARCHEMIX for use in the Research Program.

     1.13 “ARCHEMIX Patent Rights” means any Patent Rights Controlled by ARCHEMIX that contain one or more claims that cover ARCHEMIX Technology.

     1.14 “ARCHEMIX Program Technology” means (a) any oligonucleotide of an Enriched Pool that is not a Program Oligonucleotide; (b) any Program Technology that is conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX, alone or jointly with any Third Party, without the use in any material respect of any MERCK Technology (other than Collaboration Aptamers), MERCK Patent Rights, MERCK Materials or Joint Technology; and (c) any Program Technology, regardless of whether conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX, MERCK, or both Parties, alone or jointly with any Third Party, that relates to, or constitutes, the SELEX^® Process or SELEX^® Technology. For purposes of clarity, ARCHEMIX Program Technology does not include Program Generic Technology, Program Aptamer-Specific Technology and/or Development Program Technology.

     1.15 “ARCHEMIX Research Activities” means all activities specified to be conducted by ARCHEMIX in any Annual Research Plan (or amendment thereto) that are (a) approved by the JPT and the JSC and (b) to the extent involving matters that are ARCHEMIX Decisions, approved by ARCHEMIX in accordance with Section 2.1.6.

     1.16 “ARCHEMIX Technology” means, collectively, ARCHEMIX Background Technology and ARCHEMIX Program Technology.

     1.17 “Calendar Quarter” means each successive period of three (3) consecutive calendar months commencing on January 1, April 1, July 1 or October 1, as the case may be, and ending on March 31, June 30, September 30 or December 31, respectively; provided, that, the initial Calendar Quarter shall commence on the Effective Date and end on March 31, 2007.

     1.18 “Calendar Year” means each successive period of twelve (12) months commencing on January 1 and ending on December 31.

     1.19 “Change of Control” means, with respect to a Party, (a) a merger, consolidation, share exchange or other similar transaction involving such Party and any Third Party which results in the holders of the outstanding voting securities of such Party immediately prior to such merger, consolidation, share exchange or other similar transaction ceasing to hold more than fifty percent (50%) of the combined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange or other similar transaction, (b) any transaction or series of related transactions (other than an investment transaction by an entity

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

not engaged in the pharmaceutical or biotechnology business, the purpose of which is to raise capital for a Party) in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party, or (c) the sale or other transfer to a Third Party of all or substantially all of such Party’s assets which relate to this Agreement.

     1.20 “Collaboration” means the alliance of ARCHEMIX and MERCK established pursuant to this Agreement for the purposes of identifying, researching and Developing Development Candidates and Commercializing Products in the Field in the Territory.

     1.21 “Collaboration Aptamer” means, collectively, Program Oligonucleotides, Program Aptamers, Lead Compounds, Optimized Lead Compounds, Development Candidates and/or Products.

     1.22 “Combination Product” means a combination or bundled product that is sold together in a single package or as a unit at a single price by a Party, its Affiliates or sublicensees (or Sublicensees, as the case may be) and that includes: (a) a Product; and (b) a Supplemental Product that is not within the Licensed Patent Rights, where both the Product and the Supplemental Product are required to treat the intended Indication and/or to achieve the intended use or effect.

     1.23 “Commercialization” or “Commercialize” means any and all activities directed to the commercialization of a Product after Commercialization Regulatory Approval has been obtained, including marketing, manufacturing for commercial sale, promoting, detailing, distributing, offering to sell and selling a Product, importing a Product for sale, conducting post-marketing human clinical studies and interacting with Regulatory Authorities regarding the foregoing. When used as a verb, “to Commercialize” and “Commercializing” means to engage in Commercialization and “Commercialized” has a corresponding meaning.

     1.24 “Commercially Reasonable Efforts” means (a) with respect to activities of ARCHEMIX in the Research Program, or, with respect to the conduct of ARCHEMIX Development Activities, if any, or, with respect to activities of ARCHEMIX in the Commercialization of a Waived Compound which is the subject of a transition plan pursuant to Section 7.1.2(c), the efforts and resources comparable to those undertaken by ARCHEMIX in pursuing the research, discovery, development, commercialization and intellectual property protection of proprietary materials and the development of product candidates, as applicable, that are not subject to the Collaboration and that are at an equivalent stage of development or commercialization and have similar market potential and are at a similar stage in their lifecycle, and (b) with respect to activities of MERCK in the Research Program, the Development of a particular Development Candidate or the Commercialization of a particular Product, the efforts and resources comparable to those undertaken by MERCK in pursuing intellectual property protection and development of product candidates and commercialization of products, as applicable, that are not subject to the Collaboration and that are at an equivalent stage of development or commercialization and have similar market potential and are at a similar stage in their lifecycle. For purposes of both (a) and (b) above, all relevant factors as measured by the facts and circumstances at the time such efforts are due shall be taken into account, including, as

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

applicable and without limitation, mechanism of action; efficacy and safety; product profile; actual or anticipated Regulatory Authority approved labeling; and the nature and extent of market exclusivity (including patent coverage, proprietary position and regulatory exclusivity; cost, time required for and likelihood of obtaining Commercialization Regulatory Approval; competitiveness of alternative products and market conditions; actual or projected profitability and availability of capacity to manufacture and supply for commercial sale).

     1.25 “Commercialization Regulatory Approval” means, with respect to any Product, the Regulatory Approval required by Applicable Laws to sell such Product for use in the Field in a country or region in the Territory. “Commercialization Regulatory Approval” shall include, without limitation, the approval of any Drug Approval Application. For purposes of clarity, “Commercialization Regulatory Approval” in the United States shall mean final approval of an NDA for the first Indication or sNDA for an additional Indication permitting marketing of the applicable Product in interstate commerce in the United States, “Commercialization Regulatory Approval” in the European Union shall mean marketing authorization for the applicable Product pursuant to Council Directive 2001/83/EC, as amended, or Council Regulation 2309/93/EEC, as amended and “Commercialization Regulatory Approval” in Japan shall mean final approval of an application submitted to the Ministry of Health, Labor and Welfare and the publication of a New Drug Approval Information Package permitting marketing of the applicable Product in Japan, as any of the foregoing may be amended from time to time.

     1.26 “Competitive Entity” means any Third Party in the top [***] companies ranked by [***] in the most recently completed Calendar Year for which such ranking is readily available from an unaffiliated Third Party.

     1.27 “Competitive Program” means any research, development or commercialization activity that involves an Aptamer that targets a Program Target for use in the Field.

     1.28 “Confidential Information” means (a) with respect to ARCHEMIX, all tangible embodiments of ARCHEMIX Technology, (b) with respect to MERCK, all tangible embodiments of MERCK Technology and (c) with respect to each Party, (i) all tangible embodiments of Joint Technology and (ii) all information, Technology and Proprietary Materials disclosed or provided by or on behalf of such Party (the “disclosing Party”) to the other Party (the “receiving Party”) or to any of the receiving Party’s employees, consultants, Affiliates or sublicensees (or Sublicensees, as the case may be); provided, that, none of the foregoing shall be Confidential Information if: (A) as of the date of disclosure, it is known to the receiving Party or its Affiliates as demonstrated by contemporaneous credible written documentation, other than by virtue of a prior confidential disclosure to such receiving Party; (B) as of the date of disclosure it is in the public domain, or it subsequently enters the public domain through no fault of the receiving Party; (C) it is obtained by the receiving Party from a Third Party having a lawful right to make such disclosure free from any obligation of confidentiality to the disclosing Party; or (D) it is independently developed by or for the receiving Party without reference to or use of any Confidential Information of the disclosing Party as demonstrated by contemporaneous credible written documentation. For purposes of clarity, unless excluded from Confidential Information pursuant to the proviso at the end of the preceding sentence, any scientific, technical or financial information of a Party that is disclosed at any meeting of the JSC, JPT or JMC or disclosed

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

through an audit report shall constitute Confidential Information of the disclosing Party. Notwithstanding anything herein to the contrary, the terms of this Agreement shall constitute Confidential Information of each Party.

     1.29 “Contract Year” means (a) the period beginning on the Effective Date and ending on the first anniversary of the last day of the calendar month in which the Effective Date falls and (b) each succeeding twelve (12) month period thereafter.

     1.30 “Control” or “Controlled” means (a) with respect to Technology or Patent Rights, the possession by a Party of the right to grant a license or sublicense to such Technology or Patent Rights as provided herein without the payment of additional consideration to, and without violating the terms of any agreement or arrangement with, any Third Party and without violating any Applicable Laws and (b) with respect to Proprietary Materials, the possession by a Party of the right to supply such Proprietary Materials to the other Party as provided herein without the payment of additional consideration to, and without violating the terms of, any agreement or arrangement with any Third Party, and without violating any Applicable Laws.

     1.31 “CTN” means the notification submitted to the Japanese Ministry of Health, Labor and Welfare prior to the Initiation of a clinical trial in Japan.

     1.32 “Derived” means identified, obtained, developed, created, synthesized, generated, designed or resulting from, based upon, containing or incorporating; conjugated to or complexed with (whether directly or indirectly, or in whole or in part).

     1.33 “Detail” means, with respect to a Co-Promoted Product, an interactive, live, face-to-face contact of a Representative within the Co-Promotion Territory with a medical professional with prescribing authority or other individuals or entities that have a significant impact or influence on prescribing decisions, in an effort to increase physician prescribing preferences of such Co-Promoted Product for its approved uses within the Co-Promotion Territory. When used as a verb, “Detailing” means performing Details. When used as an adjective, “Detailing” means of or related to performing Details.

     1.34 “Development” or “Develop” means, with respect to each Optimized Lead Compound and Development Candidate, all non-clinical and clinical activities performed in order to obtain Regulatory Approval of a Product Derived from such Optimized Lead Compound or Development Candidate in accordance with this Agreement up to and including the obtaining of Commercialization Regulatory Approval of such Product. For purposes of clarity, these activities include, without limitation, in vivo animal efficacy testing, preclinical safety testing, test method development and stability testing, regulatory toxicology studies, formulation, process development, manufacturing, manufacturing scale-up, development-stage manufacturing, quality assurance/quality control development, statistical analysis and report writing, clinical trial design and operations, preparing and filing Drug Approval Applications, and all regulatory affairs related to the foregoing. When used as a verb, “Developing” means to engage in Development and “Developed” has a corresponding meaning.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

     1.35 “Development Candidate” means any Optimized Lead Compound that the JPT nominates and the JSC accepts as a Development Candidate as set forth in Section 3.7 and for which MERCK has paid the Development Candidate Milestone Payment in the time allotted for such payment in Section 5.4.1; provided, that, no Collaboration Aptamer shall, after [***], be nominated or accepted as a Development Candidate.

     1.36 “Development Candidate Milestone Payment” means the payment to be made to ARCHEMIX upon occurrence of Milestone 2 pursuant to Section 5.4.1.

     1.37 “Development Candidate Selection Criteria” or “DCSC” means the guideline criteria for selecting Optimized Lead Compounds that are sufficiently promising to warrant further Development as Development Candidates as set forth in Schedule 6 attached hereto, as such Schedule 6 shall be amended from time to time by the JSC, which amendment shall occur before any activities with respect to such Development Candidate are initiated, in any material respect, in the Development Program.

     1.38 “Development Program” means the Development activities to be conducted during the Term with respect to each Optimized Lead Compound and Development Candidate pursuant to the Annual Development Plan, with the objective of developing such Optimized Lead Compound or Development Candidate into a Product.

     1.39 “Development Program Technology” means any Technology that is first conceived or reduced to practice within the Development Program including but not limited to a process for modifying, optimizing, using, formulating, delivering and/or stabilizing a Collaboration Aptamer.

     1.40 “Diagnosis” means (a) the determination or monitoring of (i) the presence or absence of a disease, (ii) the stage, progression or severity of a disease or (iii) the effect on a disease of a particular treatment; and/or (b) the selection of patients for a particular treatment with respect to a disease.

     1.41 “Diagnostic Product” means In Vitro Diagnostics, In Vivo Diagnostic Agents and any product used for Diagnosis. For purposes of clarity, the term Diagnostic Product shall not include a product used for the delay of the onset or progression of, or the treatment or prevention of, an Indication.

     1.42 “Drug Approval Application” means, with respect to a Product in a particular country or region, an application for Commercialization Regulatory Approval for such Product in such country or region, including without limitation: (a) an NDA or sNDA; (b) a counterpart of an NDA or sNDA in any country or region in the Territory (including, without limitation, a CTN); and (c) all supplements and amendments to any of the foregoing.

     1.43 “Enriched Pool” means a pool of oligonucleotides used to perform the SELEX^® Process against a Program Target in the performance of the Research Program that (a) has undergone [***] or more [***] of [***] and (b) wherein, using an [***] with [***] of [***] (i.e., [***]) and [***] of the applicable Program Target, at least [***]% of the input pool of [***] is

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

[***] in the assay by the Program Target and the [***] fraction of the [***] pool is at least [***] relative to the [***] fraction for [***] (i.e., [***]) pool of [***].

     1.44 “Effective Date” means the date first set forth above.

     1.45 “Excepted Decision” means any of the following decisions requiring the unanimous approval of all members of the JSC: (a) any decision as to whether a milestone has been achieved under this Agreement for which a milestone payment is payable; and (b) any decision as to whether a proposed Target is a [***].

     1.46 “Excluded Aptamer” means any Aptamer listed on Schedule 4 attached hereto.

     1.47 “Excluded Target” means any Target listed on Schedule 5 attached hereto.

     1.48 “Failed Compound” means any Collaboration Aptamer directed against a Failed Target.

     1.49 “Failed Target” means (a) any Program Target as to which the JPT concludes and the JSC agrees, that ARCHEMIX is unable or unlikely to identify [***] Program Target, (b) any Program Target for which ARCHEMIX fails to identify [***]; (c) any Program Target for which MERCK discontinues Development of [***], provided, that, at such time no other [***] for such Program Target are in Development, and (d) any Program Target for which [***] meeting the applicable [***] exists and for which MERCK has not [***] the [***] in the time allotted for such [***] in Section 5.4.1. For purposes of clarity, a Failed Target shall not be considered a Program Target.

     1.50 “FDA” means the United States Food and Drug Administration or any successor agency or authority thereto.

     1.51 “FDCA” means the United States Federal Food, Drug, and Cosmetic Act, as amended.

     1.52 “Field” means [***]. For purposes of clarity, the Field shall not include the research, development, manufacture, use or sale of Diagnostic Products or Radio Therapeutics.

     1.53 “First Commercial Sale” means, with respect to a Product in a country in the Territory, the first sale, transfer or disposition for value or for an end user of such Product in such country.

     1.54 “Force Majeure” means any occurrence beyond the reasonable control of a Party that (a) prevents or substantially interferes with the performance by such Party of any of its obligations hereunder and (b) occurs by reason of any act of God, flood, fire, explosion, earthquake, strike, lockout, labor dispute, casualty or accident, or war, revolution, civil commotion, act of terrorism, blockage or embargo, or any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative of any such government.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

     1.55 “FTE” shall mean [***] hours of work devoted to or in support of the ARCHEMIX Research Activities or the ARCHEMIX Development Activities that is carried out by one or more appropriately trained employees of ARCHEMIX, measured in accordance with ARCHEMIX’s time allocation practices from time to time.

     1.56 “FTE Cost” means, for any period, the applicable FTE Rate multiplied by the applicable number of FTEs in such period.

     1.57 “FTE Rate” means (a) for the [***] Contract Year, [***] Dollars (US $[***]); (b) for the [***] Contract Year, [***] Dollars (US $[***]); (c) for the [***] Contract Year, [***] Dollars (US $[***]); (d) for each FTE or portion thereof greater than [***] in [***] Contract Year during the Research Program Term, [***] Dollars (US $[***]); and (e) for [***] Contract Year on and after the expiration of the Research Program Term, an amount per Contract Year to be determined by multiplying [***] Dollars (US $[***]) by the [***] in the Consumer Price Index since the Effective Date ([***] for all items; [***]; available at [***] and adding or subtracting the product of such multiplication to or from [***] Dollars (US $[***]). The FTE rate includes all salary, employee benefits, materials and all other expenses including support staff and overhead for or associated with ARCHEMIX scientists performing activities but does not include Third Party Costs as set forth in Section 5.3.3.

     1.58 “GAAP” means United States generally accepted accounting principles, consistently applied.

     1.59 “Hatch-Waxman Act” means the Drug Price Competition and Patent Term Restoration Act of 1984, as amended.

     1.60 “ICC” means the International Chamber of Commerce in Paris, France.

     1.61 “IND” means: (a) an Investigational New Drug Application as defined in the FDCA and regulations promulgated thereunder or any successor application or procedure required to initiate clinical testing of a Development Candidate in humans in the United States; (b) a counterpart of an Investigational New Drug Application that is required in any other country or region in the Territory before beginning clinical testing of a Development Candidate in humans in such country or region; and (c) all supplements and amendments to any of the foregoing.

     1.62 “Indication” means any human indication, disease or condition in the Field, which can be treated, prevented, cured or the progression of which can be delayed. For purposes of clarity, distinctions between human indications, diseases or conditions with respect to a Product shall be made by reference to the World Health Organization International Classification of Diseases, version 10 (as revised and updated, “ICD10”).

     1.63 “Initiation” means, with respect to a human clinical trial, the first date that a subject or patient is dosed in such clinical trial.

     1.64 “In Vitro Diagnostics” means the use of the SELEX^® Process or Aptamers or PhotoAptamers identified through the use of the SELEX^® Process in the assay, testing or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

determination, outside of a living organism, of a substance in a test material. In Vitro Diagnostics shall include, among other things, the use of the SELEX^® Process or Aptamers or PhotoAptamers identified through the use of the SELEX^® Process in the assay, testing or determination: (a) outside of a living organism, (i) of a human substance in a test material, often to identify or follow the progression of a disease or disorder, or to select a patient for treatment; (ii) of a plant substance, animal substance or other substance in a test material, often to identify or follow the progression of a disease, process, or disorder in a human or non-human organism; and (iii) of environmental substances (as in water quality testing); and (b) of a substance on a test material such as cells (as in FACS analysis or other measurements of pathogens within biological samples).

     1.65 “In Vivo Diagnostic Agent” means any product containing one or more Aptamers that is used for any human in vivo diagnostic purpose related to (inter alia) the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state.

     1.66 “Joint Patent Rights” means Patent Rights that contain one or more claims that cover Joint Technology.

     1.67 “Joint Project Team” or “JPT” means the committee composed of ARCHEMIX and MERCK representatives established pursuant to Section 2.2.

     1.68 “Joint Steering Committee” or “JSC” means the committee composed of ARCHEMIX and MERCK representatives established pursuant to Section 2.1.

     1.69 “Joint Technology” means (a) all Program Generic Technology and (b) any Program Technology other than Program Aptamer-Specific Technology, that is (i) jointly conceived or reduced to practice by employees of or consultants to MERCK and employees of or consultants to ARCHEMIX or (ii) conceived or reduced to practice solely by employees of or consultants to a Party with the use in any material respect of any Technology, Patent Rights or Proprietary Materials of the other Party. For the avoidance of doubt, any Program Technology that relates to the SELEX^® Process or to the SELEX^® Technology shall not be considered Joint Technology irrespective of which Party conceived or reduced to practice such improvement.

     1.70 “Knowledge” means, with respect to a Party, the actual knowledge of any employee of such Party.

     1.71 “Lead Compound” means any Program Aptamer that [***] Program Target that is first identified in the conduct of the Research Program or Development Program, or any Aptamer [***] first identified in the conduct of the Research Program or Development Program that [***] Program Target; provided, that, no Collaboration Aptamer shall, after [***], be nominated or designated as a Lead Compound.

     1.72 “Licensed Patent Rights” means any ARCHEMIX Patent Rights and ARCHEMIX’s interest in Joint Patent Rights that (a) contain one or more claims that cover any Collaboration Aptamer, including its manufacture or its formulation or a method of its delivery

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

or of its use, or (b) are necessary for MERCK to exercise the licenses granted to it pursuant to Sections 7.1 and 7.2. For purposes of clarity, Licensed Patent Rights existing as of the Effective Date include those listed on Schedule 3 attached hereto.

     1.73 “Licensed Technology” means any ARCHEMIX Technology and ARCHEMIX’s interest in Joint Technology that (a) relates to any Collaboration Aptamer, including its manufacture or its formulation or a method of its delivery or of its use, and (b) is necessary for MERCK to exercise the licenses granted to it pursuant to Sections 7.1 and 7.2.

     1.74 “Major Market Country” means each of the [***] and [***].

     1.75 “MERCK Background Technology” means any Technology that is used by MERCK, or provided by MERCK for use, in the Research Program and/or Development Program that is (a) Controlled by MERCK as of the Effective Date or (b) conceived or first reduced to practice by employees of, or consultants to, MERCK after the Effective Date other than in the conduct of MERCK Research Activities or MERCK Development Activities and without the use in any material respect of any Collaboration Aptamers, ARCHEMIX Technology, ARCHEMIX Patent Rights, or ARCHEMIX Materials. For purposes of clarity, MERCK Background Technology shall not include MERCK Program Technology or MERCK’s interest in Joint Technology.

     1.76 “MERCK Development Activities” means all Development activities specified to be conducted by MERCK in any Annual Development Plan (or amendment thereto).

     1.77 “MERCK Materials” means any Proprietary Materials that are Controlled by MERCK and used by MERCK, or provided by MERCK for use, in the Research Program and/or the Development Program.

     1.78 “MERCK Patent Rights” means any Patent Rights Controlled by MERCK that contain one or more claims that cover MERCK Technology.

     1.79 “MERCK Program Technology” means (a) any Program Technology that (i) is not ARCHEMIX Program Technology or Joint Technology and (ii) is conceived or first reduced to practice by employees of, or consultants to, MERCK, alone or jointly with any Third Party, without the use in any material respect of any ARCHEMIX Technology, ARCHEMIX Patent Rights, ARCHEMIX Materials or Joint Technology; (b) any Program Aptamer-Specific Technology; and (c) any Development Program Technology.

     1.80 “MERCK Research Activities” means all activities specified to be conducted by MERCK in any Annual Research Plan (or amendment thereto) that are approved by the JPT and JSC.

     1.81 “MERCK Technology” means, collectively, MERCK Background Technology and MERCK Program Technology.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

11

     1.82 “Minimum FTE Funding Commitment” means the funding of at least [***] ARCHEMIX FTEs at the applicable FTE Rate for each Contract Year during the Research Program Term.

     1.83 “NDA” means a New Drug Application, as defined in the FDCA and regulations promulgated thereunder or any successor application or procedure required to sell a Product in the United States.

     1.84 “Net Sales” means the gross amount billed or invoiced by MERCK or any of its Affiliates or Sublicensees to Third Parties throughout the Territory for sales or other dispositions or transfers for value of Products less (a) allowances for normal and customary trade, quantity and cash discounts actually allowed and taken, (b) transportation, insurance and postage charges, if prepaid by MERCK or any Affiliate or Sublicensee of MERCK and included on any such party’s bill or invoice as a separate item, (c) credits, rebates, returns pursuant to agreements (including, without limitation, managed care agreements) or government regulations, to the extent actually allowed, and (d) sales, use and other consumption taxes similarly incurred to the extent included on the bill or invoice as a separate item. In addition, Net Sales are subject to the following:

If MERCK or any of its Affiliates or Sublicensees effects a sale, disposition or transfer of a Product to a customer in a particular country other than on customary commercial terms or as part of a package of products and services, the Net Sales of such Product to such customer shall be deemed to be “the fair market value” of such Product. For purposes of this subsection, “fair market value” shall mean the value that would have been derived had such Product been sold as a separate product to another customer in the country concerned on customary commercial terms.

In the case of pharmacy incentive programs, hospital performance incentive program chargebacks, disease management programs, similar programs or discounts on “bundles” of products, all discounts and the like shall be allocated among products on the basis on which such discounts and the like were actually granted or, if such basis cannot be determined, in proportion to the respective list prices of such products or such other reasonable allocation method as the Parties shall agree.

For purposes of clarity, use of any Product in clinical trials, pre-clinical studies or other research or development activities, or disposal or transfer of Products for a bona fide charitable purpose or a commercially reasonable sampling program, shall not give rise to any Net Sales.

     1.85 “Optimized Lead Compound” means any [***] Compound that the JPT nominates and the JSC accepts as meeting the OLSC for such Program Target; provided, that, no [***] shall, after becoming a [***], be nominated or designated as an Optimized Lead Compound.

     1.86 “Optimized Lead Compound Selection Criteria” or “OLSC” means the guideline criteria for selecting Lead Compounds that are sufficiently promising to warrant further research as an Optimized Lead Compound as set forth in Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time by the JSC, which amendment shall occur before

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

12

any research activities are initiated with respect to such Optimized Lead Compound against the applicable Program Target. Notwithstanding anything to the contrary set forth in Schedule 1, for purposes of determining whether a Lead Compound has been designated as an Optimized Lead Compound for Milestone 1 in Section 5.4.1, [***] shall be required to be performed with respect to such Lead Compound, whether or not included as part of the OLSC.

     1.87 “Patent Rights” means the rights and interests in and to issued patents and pending patent applications (which, for purposes of this Agreement, include certificates of invention, applications for certificates of invention and priority rights) in any country or region, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof, and all foreign counterparts of any of the foregoing.

     1.88 “Permitted Screening Activities” means, [***] to any [***], any [***] ARCHEMIX [***] to such [***] for [***] and/or for [***] for the [***] of [***] Aptamers [***] bind to a [***] a [***].

     1.89 “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or political subdivision, department or agency of a government.

     1.90 “Phase I Clinical Trial” means a clinical trial conducted in healthy humans or patients, which clinical trial is designed to establish the safety, drug-drug interactions and/or pharmacokinetics of an investigational drug given its intended use, and to support continued testing of such drug in Phase II Clinical Trials.

     1.91 “Phase II Clinical Trial” means a clinical trial conducted in patients with a particular disease or condition, which clinical trial is designed to establish the safety, appropriate dosage and pharmacological activity of an investigational drug given its intended use, and to initially explore its efficacy for such disease or condition.

     1.92 “Phase III Clinical Trial” means a pivotal clinical trial conducted in patients with a particular disease or condition, which clinical trial is designed to ascertain efficacy and safety of an investigational drug for its intended use and to define warnings, precautions and Adverse Events that are associated with the Development Candidate in the dosage range intended to be prescribed, with the purpose of preparing and submitting applications for Regulatory Approval or label expansion to the pertinent Regulatory Authority in any country.

     1.93 “Product” means any pharmaceutical or medicinal item, substance or formulation that contains, incorporates or comprises a Collaboration Aptamer or any Aptamer Derived therefrom that binds a Program Target. Notwithstanding the above, if a first pharmaceutical or medicinal item, substance or formulation is deemed to be a Product for purposes of this Agreement, any subsequent pharmaceutical or medicinal item, substance or formulation will be considered to be an additional Product for purposes of this Agreement only

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

13

to the extent that it is a new chemical entity (as defined by the FDCA) with respect to the existing Product(s).

     1.94 “Product Commercialization Plan” means, with respect to each Product, the written plan for the Commercialization of such Product in the Territory (including, without limitation, expected manufacturing scale-up, manufacture, formulation and filling requirements for such Product and a detailed strategy, budget and proposed timelines), as such plan may be amended or updated.

     1.95 “Product Trademark” means any trademark or trade name, whether or not registered, or any trademark application or renewal, extension or modification thereof, in the Territory, or any trade dress and packaging, in each case (a) that are applied to or used with any Product by MERCK and (b) together with all goodwill associated therewith and promotional materials relating thereto.

     1.96 “Program Aptamer” means any [***] that is an [***] that [***] and that is first identified in the performance of the Research Program or during Development and/or any [***] that [***] that is [***] from such [***] and that is first identified in the performance of the Research Program or during Development.

     1.97 “Program Aptamer-Specific Patent Rights” means all Patent Rights that cover only Program Aptamer-Specific Technology.

     1.98 “Program Aptamer-Specific Technology” means any Program Technology that relates specifically to (a) any Collaboration Aptamer or (b) the manufacture, formulation, delivery, production or use of a Collaboration Aptamer.

     1.99 “Program Generic Patent Rights” means Patent Rights that cover only Program Generic Technology.

     1.100 “Program Generic Technology” means any Program Technology that relates generally to the manufacture, formulation, delivery, production or use of Aptamers.

     1.101 “Program Oligonucleotide” means the [***] and [***] obtained from an [***] and [***] and [***] in the performance of the [***] against a [***] that is not a [***].

     1.102 “Program Target” means the Targets listed on Schedule 2A attached hereto, as amended from time to time in accordance with Section 3.5.

     1.103 “Program Technology” means any Technology (including, without limitation, any new and useful process, method of manufacture or composition of matter) or Proprietary Materials that are conceived or first reduced to practice (actively or constructively) by either Party in the conduct of the Research Program.

     1.104 “Proprietary Materials” means tangible chemical, biological or physical materials (a) that are furnished by or on behalf of one Party to the other Party in connection with this Agreement, whether or not specifically designated as proprietary by the Transferring Party

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

14

or (b) that are otherwise conceived or reduced to practice in the conduct of the Research Program or the Development Program.

     1.105 “Quarterly FTE Payment” means the minimum amount payable by MERCK to ARCHEMIX for FTEs during each Calendar Quarter of the Research Program Term pursuant to Section 5.3, which shall equal the greater of: (a) $[***] per Calendar Quarter in the [***] Contract Year, $[***] per Calendar Quarter in the [***] Contract Year, and $[***] per Calendar Quarter in the [***] Contract Year; or (b) the estimated FTE Cost as set forth in the Annual Research Plan for such Calendar Quarter.

     1.106 “Radio Therapeutic” means any product for human therapeutic use that contains one or more Aptamers that targets specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates (a) radionucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.

     1.107 “Regulatory Approval” means, with respect to any country or region in the Territory, any approval, product and establishment license, registration or authorization of any Regulatory Authority required for the manufacture, use, storage, importation, exportation, distribution, transport or sale of a Product for use in the Field in such country or region.

     1.108 “Regulatory Authority” means the FDA, or any counterpart of the FDA outside the United States, or any other national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity with authority over the distribution, importation, exportation, manufacture, production, use, storage, transport, clinical testing or sale of a Product.

     1.109 “Regulatory Filings” means, collectively: (a) all INDs, establishment license applications, drug master files, applications for designation as an “Orphan Product(s)” under the Orphan Drug Act, for “Fast Track” status under Section 506 of the FDCA (21 U.S.C. § 356) or for a Special Protocol Assessment under Section 505(b)(4)(B) and (C) of the FDCA (21 U.S.C. § 355(b)(4)(B)), NDAs and BLAs and all other similar filings (including, without limitation, counterparts of any of the foregoing in any country or region in the Territory); (b) all supplements and amendments to any of the foregoing; and (c) all data and other information contained in, and correspondence relating to, any of the foregoing.

     1.110 “Representative” means an individual (including a medical service liaison, sales representative or other representative) employed and trained by either Party or employed by a Third Party or self-employed and trained by or on behalf of a Party, in any case, to Detail a Co-Promoted Product.

     1.111 “Research Program” means the research program to be conducted by the Parties during the Research Program Term pursuant to the Annual Research Plan up to and including the selection of Optimized Lead Compounds from Lead Compounds. For purposes of clarity, the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Research Program does not include any Development activities performed in the course of the Development Program.

     1.112 “Research Program Term” means the period beginning on the Effective Date and ending on the last day of the third Contract Year; provided, that, if this Agreement is terminated prior to the end of the Research Program Term, the effective date of such early termination shall become the last day of the Research Program Term.

     1.113 “Royalty Term” means, on a Product-by-Product and country-by-country basis, the period beginning on the date of First Commercial Sale of a Product in a country and ending on the later to occur of (a) expiration of the last to expire Valid Claim of the Licensed Patent Rights, Program Aptamer-Specific Patent Rights or Joint Patent Rights in such country that covers such Product or its identification, manufacture, use, import, offer for sale or sale or (b) (i) with regard to the first Product for each Program Target sold in such country, fifteen (15) years from the date of the First Commercial Sale of such first Product in such country or (ii) with regard to each additional Product for such Program Target sold in such country, ten (10) years from the date of the First Commercial Sale of each such additional Product in such country.

     1.114 “SELEX^® Portfolio” means those Patent Rights licensed by Gilead to ARCHEMIX pursuant to the ARCHEMIX-Gilead License Agreement.

     1.115 “SELEX^® Process” means any process for the identification or generation of a nucleic acid that binds to a Target by means other than Watson-Crick base-pairing, including without limitation any such process that (a) is covered by, or is described in, the SELEX^® Portfolio, including without limitation U.S. Patent Nos. [***] or [***] (b) is covered by, or is described in, any other Patent Rights Controlled by ARCHEMIX, and (c) any continuations, divisionals and continuations-in part substitutions, renewals, reissues, re-examinations and extensions of and improvements to the inventions covered by, or described in, the foregoing Patent Rights.

     1.116 “SELEX^® Technology” means (a) generic aptamer compositions and (b) any process for modifying, optimizing and/or stabilizing an aptamer wherein such modification, optimization or stabilization includes, without limitation minimization, truncation, conjugation, pegylation, complexation, substitution, deletion and/or incorporation of modified nucleotides.

     1.117 “sNDA” means a Supplemental New Drug Application, as defined in the FDCA and applicable regulations promulgated thereunder.

     1.118 “Sublicense Agreement” means any agreement entered into by MERCK with a Sublicensee.

     1.119 “Sublicensee” means any Third Party to which MERCK grants a sublicense under the licenses granted to it under Section 7.1 or 7.2.

     1.120 “Supplemental Product” means a product having independent, supplementary or enabling therapeutic effect (e.g., as a catalyst or adjuvant) or diagnostic utility.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.121 “Target” means a protein, cytokine, enzyme, receptor, transducer, transcription factor, antigen or any other non-nucleic acid molecule.

     1.122 “Target Replacement List” means the list of Targets on Schedule 2B attached hereto, as amended pursuant to Section 3.5.1.

     1.123 “Target Selection Field” means the treatment or prevention in humans of cancer.

     1.124 “Technology” means, collectively, inventions, discoveries, improvements, trade secrets and proprietary methods, whether or not patentable, including without limitation: (a) methods of production or use of, and structural and functional information pertaining to, chemical compounds; and (b) compositions of matter, data, formulations, processes, techniques, know-how and results (including, without limitation, any negative results).

     1.125 “Terminated Compounds” means (a) all Collaboration Aptamers upon any termination of this Agreement by ARCHEMIX pursuant to Section 10.2.3 or Section 10.2.2 or by MERCK pursuant to Section 10.2.1; and (b) the relevant Collaboration Aptamers binding specifically to the Program Target for which MERCK’s license is terminated by ARCHEMIX pursuant to Section 10.2.2 due to failure of MERCK to meet its diligence obligations, as provided in Section 10.4.

     1.126 “Territory” means all countries and territories of the world.

     1.127 “Third Party” means a Person other than MERCK and ARCHEMIX and their respective Affiliates.

     1.128 “URC License Agreement” means the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead as successor in interest to NeXstar.

     1.129 “UTC” means University Technology Corporation, the successor to the University Research Corporation.

     1.130 “Valid Claim” means any claim of a pending patent application or an issued unexpired patent that (a) has not been finally cancelled, withdrawn, abandoned or rejected by any administrative agency or other body of competent jurisdiction, (b) has not been permanently revoked, held invalid, or declared unpatentable or unenforceable in a decision of a court or other body of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal, (c) has not been rendered unenforceable through disclaimer or otherwise, and (d) is not lost through an interference proceeding.

     1.131 “Waived Compound” means any Collaboration Aptamer directed against a Waived Target.

     1.132 “Waived Target” means (a) any Program Target for which MERCK, in its sole discretion, discontinues Development of a Development Candidate; provided, that, no other

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Development Candidates for such Program Target are in Development at such time and (b) any Program Target which MERCK designates as a Waived Target in writing to ARCHEMIX.

     Additional Definitions. In addition, each of the following definitions shall have the respective meanings set forth in the section of this Agreement indicated below:

Definition	Section
Annual Reconciliation Statement		5.3.1
ARCHEMIX Change of Control Notice		13.2.1(a)
ARCHEMIX Indemnitees		12.2
Claims		12.1
Collaboration Manager		2.2.6
Co-Promote		4.9.2(a)
Co Promoted Product		4.9.2(a)
Co-Promotion		4.9.2(a)
Co-Promotion Agreement		4.9.2(a)
Designated Senior Officers		2.1.6
Dispute		13.1.1
Disputed Matter		2.1.6
Expert		13.1.2(a)
Filing Party		9.1.4
Gilead Indemnitee		12.3
Indemnified Party		12.4
Indemnifying Party		12.4
Infringement		9.2.1(a)
Infringement Notice		9.2.1(a)
JPT Term		2.2.1
JSC Term		2.1.1
Losses		12.1
MERCK Change of Control Notice		13.2.2(a)
MERCK Contribution		5.3.1
MERCK Indemnitees		12.1
Non-Filing Party		9.1.4
Patent Coordinator		8.4
Requested Chemistry		5.5.1(b)
Recipient Party		3.8
Term		10.1
Third Party Chemistry Payments		5.5.1(b)
Third Party Costs		5.3.3
Third Party Payments		5.5.1(b)
Transferring Party		3.8

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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2. ADMINISTRATION OF THE COLLABORATION

     2.1 Joint Steering Committee.

          2.1.1 Establishment. Within [***] days from the Effective Date, ARCHEMIX and MERCK shall establish the Joint Steering Committee. Unless otherwise agreed by the Parties, the term for the JSC shall commence as of the Effective Date and continue until the last day of the Research Program Term (“JSC Term”); provided, that, the JSC Term shall be extended in the event that, and for so long as, the JPT Term is extended or any Co-Promoted Products are being Commercialized. The JSC shall have and perform the responsibilities set forth in Section 2.1.4.

          2.1.2 Membership. Upon establishment of the JSC, each Party shall designate in writing, in its sole discretion, [***] members to the JSC, which shall be members of its management. Unless otherwise agreed by the Parties, one of MERCK’s designees shall be designated by MERCK as the Chair. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JSC, by giving written notice to the other Party. Initial designees of the Parties to the JSC shall be designated by each Party by written notice to the other Party as soon as is reasonably practicable following the Effective Date.

          2.1.3 Meetings.

               (a) Schedule of Meetings; Agenda. The JSC shall establish a schedule of times for regular meetings, taking into account the planning needs of the Collaboration and its responsibilities. In urgent cases, special meetings of the JSC may be convened by any member upon [***] days (or, if such meeting is proposed to be conducted by teleconference, upon [***] days) written notice to the other members; provided, that, (i) notice of any such special meeting may be waived at any time, either before or after such meeting, and such waiver shall be the equivalent to the giving of a valid notice hereunder, and (ii) attendance of any member at a special meeting shall constitute a valid waiver of notice from such member. In no event shall the JSC meet less frequently than once in each Calendar Year. Regular and special meetings of the JSC may be held in person or by teleconference or videoconference; provided, that, meetings held in person shall alternate between the respective offices of the Parties. The Chair shall prepare and circulate to each JSC member an agenda for each JSC meeting not later than one (1) week prior to such meeting.

               (b) Quorum; Voting; Decisions. At each JSC meeting (i) the presence in person of at least [***] [***] designated by each Party shall constitute a quorum and (ii) all members designated by each Party who are present shall have [***] on all matters before the JSC at such meeting. All decisions of the JSC shall be made by unanimous vote. Alternatively, the JSC may act by written consent signed by at least [***] [***] designated by each Party subject to Section 2.1.6. Whenever any action by the JSC is called for hereunder during a time period in which the JSC is not scheduled to meet, the Chair shall cause the JSC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JSC may attend

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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JSC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

               (c) Minutes. The JSC shall keep minutes of its meetings that record all decisions and all actions recommended or taken in reasonable detail. Drafts of the minutes shall be prepared and circulated to the members of the JSC within a reasonable time after the meeting, not to exceed [***] business days. The Chair shall have responsibility for the preparation and circulation of draft minutes. Each member of the JSC shall have the opportunity to provide comments on the draft minutes. The minutes shall be approved, disapproved and revised as necessary at the next JSC meeting or within [***] days of the meeting whichever occurs first. Upon approval, final minutes of each meeting shall be circulated to the members of the JSC by the Chair.

          2.1.4 Responsibilities. The JSC shall be responsible for overseeing the conduct and progress of the Research Program and the Development of Optimized Lead Compounds and Development Candidates for which ARCHEMIX is performing Development activities. Without limiting the generality of the foregoing, the JSC shall have the following responsibilities:

               (a) overseeing the JPT’s performance of its responsibilities;

               (b) reviewing and approving each Annual Research Plan and each Annual Development Plan under which ARCHEMIX is responsible for performing Development activities;

               (c) reviewing and approving any amendment to an Annual Research Plan approved by the JPT and submitted to it for its approval;

               (d) reviewing and approving any amendment to an Annual Development Plan under which ARCHEMIX is responsible for performing Development activities approved by the JPT and submitted to it for its approval;

               (e) reviewing data, reports or other information submitted to it by the JPT from time to time;

               (f) resolving all JPT matters that are in dispute;

               (g) reviewing and either approving or rejecting any decision of the JPT to nominate any Lead Compound as an Optimized Lead Compound or any decision of the JPT to nominate any Optimized Lead Compound as a Development Candidate;

               (h) resolving any dispute as to whether a milestone event under this Agreement has occurred; and

               (i) implementing a mutually acceptable mechanism for reporting Adverse Events between the Parties for each Development Candidate and Product; and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (j) making such other decisions as may be delegated to the JSC pursuant to this Agreement or by mutual written agreement of the Parties after the Effective Date.

          2.1.5 Interests of the Parties. Notwithstanding any other provisions of this Agreement, all decisions made and all actions taken by the JSC shall be made or taken in the best interest of the Collaboration.

          2.1.6 Dispute Resolution. The JSC members shall use reasonable efforts to reach agreement on any and all matters. Such reasonable efforts shall, if requested by any member of the JSC, include the engagement of a mutually acceptable Person who is not affiliated with either Party and has particular experience or expertise with respect to a particular matter to advise the JSC, the expense of any such Person to be borne equally by the Parties. In the event that, despite such reasonable efforts, agreement on a particular matter cannot be reached by the JSC within thirty (30) days after the JSC first meets to consider such matter (each such matter, a “Disputed Matter”), then, if the Disputed Matter does not involve an Excepted Decision or an ARCHEMIX Decision, and except as set forth in the last sentence of this section, MERCK shall have the right to make the final decision on such Disputed Matter, but shall only exercise such right in good faith after full consideration of the positions of both Parties. Notwithstanding the foregoing, (i) if the Disputed Matter involves an ARCHEMIX Decision, then ARCHEMIX shall have the right to make the final decision on such Disputed Matter but shall only exercise such right in good faith after full consideration of the positions of both Parties and (ii) if the Disputed Matter involves an Excepted Decision, (A) the Chair of the JSC shall refer such Disputed Matter to the President of ARCHEMIX and the head of pre-clinical R&D of MERCK (the “Designated Senior Officers”), who shall promptly initiate discussions in good faith to resolve such Disputed Matter and (B) if such Disputed Matter is not resolved by the Designated Senior Officers within ten (10) days after the date the Designated Senior Officers first met to consider such Disputed Matter or forty-five (45) days after the date the JSC first met to consider such Disputed Matter, the Disputed Matter shall be resolved in accordance with Section 13.1. For purposes of clarity, under no circumstances shall the determination of whether MERCK or ARCHEMIX has used or is using Commercially Reasonable Efforts be submitted for resolution under this Section 2.1.6.

     2.2 Joint Project Team.

          2.2.1 Establishment. Within [***] days from the Effective Date, ARCHEMIX and MERCK shall establish the Joint Project Team. Unless otherwise agreed by the Parties, the term for the JPT shall commence as of the Effective Date and continue until the last day of the Research Program Term (“JPT Term”); provided, that, the JPT Term shall be extended in the event that, and for so long as, ARCHEMIX has obligations to perform ARCHEMIX Development Activities. The JPT shall have and perform the responsibilities set forth in Section 2.2.4.

          2.2.2 Membership. Upon establishment of the JPT, each Party shall designate in writing, in its sole discretion, [***] members to the JPT (which members shall be employees of such Party). Unless otherwise agreed by the Parties, one of ARCHEMIX’s designees shall be designated by ARCHEMIX as the Chair of the JPT; provided, that, to the extent the JPT Term is

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

21

extended as provided in Section 2.2.1 beyond the Research Program Term, MERCK shall have the right to designate one of MERCK’s designees as the Chair of the JPT. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JPT, by giving written notice to the other Party. Initial designees of the Parties to the JPT shall be designated by each Party by written notice to the other Party as soon as is reasonably practicable following the Effective Date.

          2.2.3 Meetings.

               (a) Schedule of Meetings; Agenda. The JPT shall establish a schedule of times for regular meetings, in no event less frequently than once per [***] during the JPT Term taking into account, without limitation, the planning needs of the Research Program and its responsibilities. In urgent cases special meetings may be convened by any member upon [***] days (or, if such meeting is proposed to be conducted by teleconference, upon [***] days) written notice to the other members; provided, that, (i) notice of any such special meeting may be waived at any time, either before or after such meeting, and such waiver shall be the equivalent to the giving of a valid notice hereunder, and (ii) attendance of any member at a special meeting shall constitute a valid waiver of notice from such member. Regular and special meetings of the JPT may be held in person or by teleconference or videoconference; provided, that, meetings held in person shall alternate between the respective offices of the Parties. The chair of the JPT shall prepare and circulate to each JPT member an agenda for each JPT meeting no later than one (1) week prior to such meeting.

               (b) Quorum; Voting; Decisions. At each JPT meeting, (i) the presence in person of at least [***] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who are present shall have [***] on all matters before the JPT at such meeting. All decisions of the JPT shall be made by unanimous vote. Alternatively, the JPT may act by written consent signed by at least [***] members designated by each Party. Whenever any action by the JPT is called for hereunder during a time period in which the JPT is not scheduled to meet, the chair of the JPT shall cause the JPT to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JPT (including, without limitation, the Patent Coordinators) may attend JPT meetings as non-voting observers without the consent of the other Party. In the event that the JPT is unable to resolve any matter before it, such matter shall be referred to the JSC for decision, and, in case the JSC is unable to resolve the matter, it shall be resolved in accordance with Section 2.1.6.

               (c) Minutes. The JPT shall keep minutes of its meetings that record all decisions and all actions recommended or taken in reasonable detail. Drafts of the minutes shall be prepared and circulated to the members of the JPT within a reasonable time after the meeting, not to exceed [***] business days. The chair of the JPT shall have responsibility for the preparation and circulation of draft minutes. Each member of the JPT shall have the opportunity to provide comments on the draft minutes. The minutes shall be approved, disapproved and revised as necessary at the next JPT meeting. Upon approval, final minutes of each meeting shall be circulated to the members of the JPT by the chair of the JPT.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          2.2.4 Responsibilities. The JPT shall be responsible for (a) overseeing the conduct and progress of the Research Program, the recommendation of Optimized Lead Compounds and the recommendation of Development Candidates for which ARCHEMIX is responsible for performing Development activities; and (b) overseeing the Development of Optimized Lead Compounds and Development Candidates for which, and the conduct and progress of each Development Program under which, ARCHEMIX is responsible for performing Development activities. Without limiting the generality of the foregoing, the JPT shall have the following responsibilities:

               (a) preparing or directing the preparation of, approving, and recommending to the JSC for its approval all Annual Research Plans;

               (b) preparing or directing the preparation of and approving amendments to JSC-approved Annual Research Plans as it deems appropriate in furtherance of the objectives of the Research Program as set forth in the Research Plan and, if any member of the JPT asserts that any such JPT-approved amendment would change the objectives of such Annual Research Plan, submitting such amendment to the JSC for its consideration;

               (c) monitoring the progress of each Annual Research Plan and of each Party’s activities thereunder;

               (d) providing a forum for consensual decision making with respect to the Research Program;

               (e) reviewing data, reports or other information submitted by either Party with respect to work conducted in the Research Program;

               (f) preparing for the JSC on at least a semi-annual basis a progress report for the Research Program in reasonable detail and providing to the JSC such additional information as it may request;

               (g) recommending amendments to the OLSC and/or DCSC as it deems appropriate in furtherance of the objectives of the Research Program or Development Program, as applicable, as set forth in the Research Plan or Development Plan, as applicable;

               (h) nominating Lead Compounds as Optimized Lead Compounds for acceptance by the JSC;

               (i) nominating Optimized Lead Compounds for which ARCHEMIX is responsible for performing Development activities as Development Candidates for acceptance by the JSC;

               (j) preparing or directing the preparation of, approving, and recommending to the JSC for its approval all Annual Development Plans under which ARCHEMIX is responsible for performing Development activities;

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

23

               (k) preparing or directing the preparation of and approving amendments to JSC-approved Annual Development Plans under which ARCHEMIX is responsible for performing Development activities, as it deems appropriate in furtherance of the Development of Development Candidates and, if any member of the JPT asserts that any such JPT-approved amendment would change the objectives of that Annual Development Plan, submitting such amendment to the JSC for its consideration;

               (l) monitoring the progress of the Development of each Development Candidate for which ARCHEMIX is performing Development activities, in accordance with, and of each Party’s activities under, the applicable Annual Development Plan;

               (m) providing a forum for consensual decision making with respect to the Development Program under which ARCHEMIX is responsible for performing Development activities;

               (n) reviewing data, reports or other information submitted by either Party with respect to work conducted in the Development Program under which ARCHEMIX is responsible for performing Development activities;

               (o) preparing for the JSC on at least a semi-annual basis a progress report for the Development Program under which ARCHEMIX is responsible for performing Development activities, in reasonable detail and providing to the JSC such additional information as it may request;

               (p) making any other decisions as may be delegated to the JPT pursuant to this Agreement or by mutual written agreement of the Parties after the Effective Date and performing such activities as may be delegated to the JPT pursuant to this Agreement, or by mutual written agreement of the Parties after the Effective Date.

          2.2.5 Interests of the Parties. Notwithstanding any other provisions of this Agreement, all decisions made and all actions taken by the JPT shall be made or taken in the best interest of the Collaboration.

          2.2.6 Alliance Management. Within [***] days of the Effective Date, each Party shall appoint a person who shall oversee contact between the Parties for all matters related to the Collaboration between meetings of the JSC and JPT and shall have such other responsibilities as the Parties may mutually agree in writing after the Effective Date (each, a “Collaboration Manager”). Each Party may replace its Collaboration Manager at any time by notice in writing to the other Party.

3. RESEARCH PROGRAM

     3.1 Implementation of the Research Program. The objectives of the Research Program shall be the identification of Lead Compounds for nomination by the JPT to the JSC for approval as Optimized Lead Compounds pursuant to this Agreement. Except for the MERCK Research Activities, if any, which shall be conducted by MERCK at its sole expense, ARCHEMIX shall have the primary right and responsibility to conduct the Research Program.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     3.2 Annual Research Plans.

          3.2.1 Research Plan. The initial Annual Research Plan and budget, which describes the research activities to be carried out by each Party during the first Contract Year of the Research Program Term, shall be prepared by the JPT and submitted to, and approved by, the JSC within [***] days of the Effective Date. For each Contract Year during the Research Program Term commencing with the second Contract Year, an Annual Research Plan and budget shall be prepared by or at the direction of the JPT and submitted to the JSC for its approval. The JPT shall manage the preparation of each Annual Research Plan in a manner designed to obtain JSC approval no later than [***] days prior to the end of the then-current Contract Year. Each Annual Research Plan shall: (a) set forth (i) the research objectives and activities to be performed for the Contract Year covered by the Annual Research Plan with reasonable specificity, (ii) the research plans and protocols to be employed to complete each stage of the Research Program, (iii) changes to the OLSC and any other criteria that the JPT will utilize to evaluate the results of the Research Program to nominate Optimized Lead Compounds, (iv) the Party that shall be responsible for performing such activities, (v) a timeline and budget for such activities (including Third Party expenses to be incurred for outsourced studies managed by ARCHEMIX), and (vi) with respect to ARCHEMIX Research Activities, the number of FTEs estimated to be required to perform such activities; and (b) shall be consistent with the other terms of this Agreement. Without limiting the generality of the foregoing, the objectives of each Annual Research Plan shall include, as appropriate from time to time during the Research Program Term, conducting the necessary research activities to identify Lead Compounds or to determine whether Lead Compounds should be nominated to the JSC as Optimized Lead Compounds. Any Annual Research Plan may be amended from time to time by the JPT pursuant to Section 2.2.4 or by the JSC pursuant to 2.1.4. Each amendment, modification and update to the Annual Research Plan shall include the resulting changes to the budget, including the number of FTEs to be utilized by ARCHEMIX, shall be set forth in a written document prepared by, or at the direction of, the JPT and approved by the JSC, shall specifically state that it is an amendment, modification or update to the Annual Research Plan and shall be attached to the minutes of the meeting of the JSC at which such amendment, modification or update was approved by the JSC. Without limiting the nature or frequency of any other amendments, modifications or updates to the Research Plan that may be approved by the JSC, the Annual Research Plan shall be updated at least once prior to the end of each Contract Year to describe the research activities to be carried out by each Party during the applicable Contract Year during the Research Program Term in conducting the Research Program pursuant to this Agreement.

          3.2.2 Minimum FTEs. MERCK shall request and fund a minimum of [***] FTEs per Contract Year during the three (3) year Research Program Term. MERCK shall have the right to increase the number of FTEs to be provided by ARCHEMIX for any Contract Year; provided, that, (a) any increase above [***] FTEs for any Contract Year shall be subject to MERCK’s notice obligation under Section 3.3.2(c) and (b) any increase, at MERCK’s request, above [***] FTEs for any Contract Year shall be an ARCHEMIX Decision.

     3.3 Conduct of Research Program.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

25

          3.3.1 ARCHEMIX Responsibilities. During the Research Program Term, ARCHEMIX shall use Commercially Reasonable Efforts to conduct the ARCHEMIX Research Activities using the number of FTEs set forth in the Annual Research Plan.

          3.3.2 MERCK Responsibilities. During the Research Program Term, MERCK shall: (a) pay ARCHEMIX the Minimum Quarterly FTE Payment in accordance with Section 5.3; (b) pay ARCHEMIX the applicable FTE Rate per FTE per Contract Year for FTEs greater than [***] in accordance with Section 5.3.1; (c) give ARCHEMIX not less than [***] days’ written notice in the event that MERCK requires a number of FTEs above [***] FTEs in any Contract Year; (d) commit such resources as are reasonably necessary to conduct the MERCK Research Activities set forth in the Annual Research Plan; and (e) use Commercially Reasonable Efforts to conduct the MERCK Research Activities, if any, set forth in the Annual Research Plan.

          3.3.3 Compliance and Funding. Each Party shall perform its obligations under each Annual Research Plan in compliance in all material respects with all Applicable Laws. For purposes of clarity, with respect to each activity performed under an Annual Research Plan that will or would reasonably be expected to generate data to be submitted to a Regulatory Authority in support of a Regulatory Filing or Drug Approval Application, the Party performing such activity shall comply in all material respects with the regulations and guidance of the FDA that constitute Good Laboratory Practice or Good Manufacturing Practice (or, if and as appropriate under the circumstances, International Conference on Harmonization (ICH) guidance or other comparable regulation and guidance of any Regulatory Authority in any country or region in the Territory). Each Party shall be solely responsible for paying the salaries and benefits of its employees.

          3.3.4 Cooperation. Scientists at ARCHEMIX and MERCK shall cooperate in the performance of the Research Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as are reasonably necessary for the other Party to perform its obligations under any Annual Research Plan.

     3.4 Records.

          3.4.1 Record Keeping.

               (a) Research Program Records. Each Party shall maintain complete and accurate records of its activities in the Research Program in sufficient detail, in good scientific manner and otherwise in a manner that reflects all work done and results achieved. Subject to Article 6, each Party shall provide the other Party with access during normal business hours and upon reasonable advance notice to review such records to the extent reasonably required for such other Party’s performance of its obligations under this Agreement; provided, that, the non-reviewing Party may redact information not relevant to the Research Program prior to such review. Notwithstanding the foregoing, MERCK shall not have the right to review any records that relate to any Failed Compounds, Waived Compounds or Terminated Compounds.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (b) Record Keeping Policies. Without limiting the generality of Section 3.4.1(a), each Party agrees to maintain a policy that requires its employees and consultants to record and maintain all data and information developed during the Research Program.

          3.4.2 Reports. ARCHEMIX shall keep the JPT regularly informed of the progress of the Research Program. Without limiting the generality of the foregoing, ARCHEMIX shall, at least once each [***] during the Research Program Term, (a) provide reports to the JPT in reasonable detail regarding the status of its activities under the Research Program, (b) advise the JPT of its identification of Lead Compounds and provide the JPT with any supporting data applicable to such Lead Compounds, (c) provide the JPT with the results of activities conducted in the Research Program with respect to each Lead Compound so as to enable the JPT to determine whether such Lead Compound meets the OLSC and should be proposed to the JSC as an Optimized Lead Compound, (d) provide the JPT with the results of activities conducted in the Development Program, if any, with respect to each Optimized Lead Compound so as to enable the JPT to determine whether such Optimized Lead Compound meets the DCSC and should be proposed to the JSC as a Development Candidate, (e) provide the JPT with such additional information that it has in its possession as may be reasonably requested from time to time by the JPT, and (f) provide MERCK, on or before [***] days from the termination or expiration of the Research Program Term, with a final report regarding all ARCHEMIX Research Activities conducted by ARCHEMIX during the Research Program Term to the extent not previously included in the reports described above. MERCK shall (i) provide the JPT, at least once per [***], with reports in reasonable detail regarding the status of all MERCK Research Activities and such additional information that it has in its possession as may be reasonably requested from time to time by the JPT, (ii) provide the JPT with the results of activities conducted in the Development Program under which ARCHEMIX is responsible for performing Development activities with respect to each Optimized Lead Compound so as to enable the JPT to determine whether such Optimized Lead Compound meets the DCSC and should be proposed to the JSC as a Development Candidate, and (iii) provide ARCHEMIX, on or before [***] days from the termination or expiration of the Research Program Term, with a final report regarding all MERCK Research Activities conducted by MERCK during the Research Program Term to the extent not previously included in the reports described above.

     3.5 Selection of Program Targets.

          3.5.1 Selection of Program Targets.

               (a) Initial Program Targets. The Parties hereby acknowledge and agree that one (1) Program Target, as set forth on Schedule 2A, has been so designated by the Parties as of the Effective Date. MERCK shall provide written notice of a second Program Target to ARCHEMIX within [***] weeks of the Effective Date. ARCHEMIX shall accept or reject the proposed Target as specified under 3.5.1.d) for the inclusion of a Target into the Research Program.

               (b) Target Replacement List. The Parties hereby acknowledge and agree that two (2) Targets, as set forth on the Target Replacement List on Schedule 2B, have

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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been designated by the Parties as replacement Targets as of the Effective Date. MERCK shall have the right to request that a Target on the Target Replacement List be replaced (a) [***] and (b) [***]. During the first [***] Contract Years of the Research Program Term, ARCHEMIX will inform MERCK in writing, if it intends to commence negotiations with a Third Party with respect to a license, collaboration or similar agreement relating to Aptamers against a Target on the Target Replacement List.

               (c) Replacement of Program Targets. If at any time during the first [***] Contract Years of the Research Program Term, the JSC agrees that a Program Target is unlikely to produce an [***] or [***], then (i) all activities under the Research Program with respect to such Program Target shall cease; (ii) such Program Target shall thereafter be deemed to be a Failed Target; and (iii) MERCK shall have the right to replace such Failed Target with a Target from the Target Replacement List in accordance with Section 3.5.1(d). In addition, MERCK shall have the right at any time during the first [***] Contract Years of the Research Program Term to replace a Program Target with a Target from the Target Replacement List in accordance with Section 3.5.1(d) if: (i) MERCK reasonably believes based on published literature or proprietary data first available after the designation of a Target as a Program Target that such Program Target is [***] for use in the Target Selection Field; or (ii) MERCK reasonably determines that it is legally necessary to obtain a license or other right, title or interest in and to an issued patent that had not issued and/or had not been published as a pending application at the time a Target was designated as a Program Target in order to successfully research, Develop and Commercialize a Product that binds such Program Target. Notwithstanding anything to the contrary herein, any Program Target replaced in accordance with the preceding sentence of this Section 3.5.1(c) shall be deemed a Failed Target. A Target proposed by MERCK for inclusion in the Research Program which is not on the Target Replacement List may be rejected by ARCHEMIX for any reason, in its sole discretion.

               (d) Replacement of Targets. To the extent MERCK has the right to propose that a Target be added to the Target Replacement List as described in Section 3.5.1(b) or that a Failed Target be replaced by a Target from the Target Replacement List as described in Section 3.5.1(c), MERCK shall provide written notice to ARCHEMIX. ARCHEMIX shall accept or reject the proposed Target within [***] days after receipt of such notice from MERCK. A Target proposed by MERCK for inclusion on the Target Replacement List or in the Research Program shall only be rejected by ARCHEMIX if prior to MERCK’s notice: (A) it is an [***], (B) ARCHEMIX is prohibited by an executed contract from licensing Aptamers against such proposed Target or its natural ligand(s), to MERCK, (C) ARCHEMIX is in active negotiations, as [***] by [***] with a Third Party with respect to a license, collaboration or similar agreement relating to Aptamers against such Target or its natural ligand(s), or (D) ARCHEMIX is developing, for its own benefit, Aptamers against such Target or its natural ligand(s) under a bona fide internal development program against such Target, has adopted a research plan for such Target or its natural ligand, or has formally designated such Target or its natural ligand(s) for research. In addition to the reasons specified in the foregoing clauses (A)-(D), ARCHEMIX also may reject a Target proposed by MERCK for inclusion on the Target Replacement List if such Target does not fall within the Target Selection Field. ARCHEMIX shall give MERCK prompt written notice during the Research Program Term if any of the restrictions on any Target that is rejected by ARCHEMIX pursuant to the foregoing clause (A), (B), (C) or (D) lapse, or are

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

28

otherwise terminated, such that the previously rejected Target becomes eligible for inclusion as a Program Target or for inclusion on the Target Replacement List.

               (e) Obligations of JPT. As promptly as practicable after designation of a new Program Target in accordance with Section 3.5.1(d), the JPT shall (i) develop and submit to the JSC for its approval the OLSC and DCSC for such new Program Target and (ii) prepare an update to the Annual Research Plan to include the ARCHEMIX Research Activities to be conducted to identify Lead Compounds against such new Program Target for potential nomination as an Optimized Lead Compound.

          3.5.2 Termination of Replacement Right. Notwithstanding anything to the contrary in this Agreement, MERCK’s right to add Targets to the Target Replacement List pursuant to Section 3.5.1(b) and/or replace Program Targets pursuant to Section 3.5.1(c) shall terminate on the [***] of the [***] Contract Year.

3.6 Identification of Lead Compounds and Optimized Lead Compounds.

          3.6.1 Lead Compounds. ARCHEMIX shall use Commercially Reasonable Efforts in good faith to perform the SELEX^® Process to identify Lead Compounds in accordance with each Annual Research Plan, as amended.

          3.6.2 Optimized Lead Compounds. Within [***] days after its receipt of each report from ARCHEMIX pursuant to Section 3.4.2 identifying a Lead Compound as meeting the applicable OLSC (or which either Party reasonably believes should be an Optimized Lead Compound), the JPT shall review the data and information and determine whether to nominate the Lead Compound to the JSC for designation as an Optimized Lead Compound. If the JPT elects to nominate any such Lead Compound as an Optimized Lead Compound, the JPT shall promptly furnish all available information to the JSC. The JSC shall consider such nomination within [***] days, and if the JSC approves the nomination of the Lead Compound, such Lead Compound shall be deemed to be an Optimized Lead Compound for purposes of this Agreement.

     3.7 Development Candidates. Within [***] days after either Party reasonably concludes based upon available project reports that an Optimized Lead Compound meets the applicable DCSC, the JPT shall review the data and information and determine whether to nominate the Optimized Lead Compound for designation as a Development Candidate. If the JPT elects to nominate any such Optimized Lead Compound as a Development Candidate, the JPT shall promptly furnish all available information to the JSC. The JSC shall consider such nomination within [***] days so as to enable MERCK to determine whether or not continue Development of such compound, and if the Optimized Lead Compound meets the DCSC and MERCK accepts such Optimized Lead Compound for further Development, such Optimized Lead Compound shall be deemed to be a Development Candidate for purposes of this Agreement.

     3.8 MERCK Decision Not to Go Forward. MERCK has the right to determine in [***] not to continue the Development and Commercialization of a Development Candidate against a specific Program Target.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

29

     3.9 Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreement; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreement; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

     3.10 Research Program Term. The Research Program shall commence on the Effective Date and shall continue until the last day of the Research Program Term.

4. DEVELOPMENT PROGRAM; COMMERCIALIZATION OF PRODUCTS

     4.1 Objectives of the Development Program. The objectives of the Development Program shall be the selection and Development of Development Candidates to enable the Commercialization of Products in the Field in the Territory.

     4.2 Responsibility for Development of Development Candidates and Commercialization of Products. Except for the ARCHEMIX Development Activities, if any, MERCK shall have [***], for all aspects of the Development of Optimized Lead Compounds and Development Candidates in accordance with the applicable Annual Development Plan, and all aspects of the Commercialization of Products in accordance with the applicable Product Commercialization Plan, in the Field in the Territory, including, without limitation, the conduct of: (a) all IND-enabling non-clinical studies that are outside of the Research Program; (b) all activities related to human clinical trials (including, without limitation, Phase I Clinical Trials, Phase II Clinical Trials and Phase III Clinical Trials); (c) all activities relating to the manufacture and supply of Development Candidates and Products (including all required process development and scale up work with respect thereto); and (d) all pre-marketing, marketing, promotion, sales, distribution, import and export activities (including securing reimbursement, conducting sales and marketing activities and any post-marketing trials or post-marketing safety surveillance and maintaining databases), subject in each case to Section 4.9.2. Without limiting the generality of the foregoing, MERCK shall have [***], (i) to make all Regulatory Filings for Development Candidates and Products and file all Drug Approval Applications and otherwise seek all Regulatory Approvals for Products, as well as to conduct all correspondence and communications with Regulatory Authorities regarding such matters, subject in each case to Section 4.9.2, and (ii) to report all Adverse Events to Regulatory Authorities if and to the extent required by Applicable Laws. All Regulatory Approvals for Products shall be owned by MERCK, subject to Section 10.3.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

30

     4.3 Annual Development Plans. The initial Annual Development Plan shall be prepared by MERCK and submitted to the JSC for its review within [***] days of the date on which the JSC approves the selection of an Optimized Lead Compound and in any event, on or prior to the initiation of Development activities with respect thereto, which shall describe the Development activities to be conducted for the balance of the Contract Year. Thereafter, for each Contract Year during the Term, an Annual Development Plan for each Optimized Lead Compound and Development Candidate shall be prepared by MERCK and provided to the JSC for its review and MERCK shall consult with the JSC with respect to all significant Development decisions to be made with respect to such Annual Development Plan. Each Annual Development Plan shall: (a) set forth (i) the Development objectives, activities, and timelines for the Contract Year covered by the Annual Development Plan with reasonable specificity, (ii) which activities, if any, are ARCHEMIX Development Activities; provided, that, ARCHEMIX has agreed to perform such activities, (iii) with respect to such ARCHEMIX Development Activities, the number of FTEs estimated to be required to perform such activities and the corresponding FTE Cost and (iv) the expected Regulatory Filings and Drug Approval Applications to be prepared and filed and the expected timetable of completing such Development activities; and (b) be consistent with the other terms of this Agreement. Any Annual Development Plan may be amended from time to time by MERCK. Without limiting the nature or frequency of any other amendments, modifications or updates to the Annual Development Plan, the Annual Development Plan shall be updated at least once prior to the end of each Contract Year to describe the Development activities to be carried out by each Party during the applicable Contract Year in conducting the Development Program pursuant to this Agreement. Notwithstanding the above, the preparation and management of the Annual Development Plan by the JPT and JSC approval is only required for any Annual Development Plan or amendment thereto under which ARCHEMIX is responsible for performing any Development activities.

     4.4 Product Commercialization Plans. Within [***] days after the Initiation of a Phase III Clinical Trial with respect to each Development Candidate, MERCK shall prepare and provide to the JSC for its review a Product Commercialization Plan for each Product Derived from such Development Candidate, and shall inform the JSC with respect to all significant Commercialization decisions to be made with respect to such Product.

     4.5 Development and Commercialization Diligence.

               (a) Diligence Obligations. MERCK shall exercise Commercially Reasonable Efforts during the Term to conduct the MERCK Development Activities, to Develop [***] Development Candidate targeted at [***] Program Target and to Commercialize [***] Product targeted at [***] Program Target in the Field in the Territory.

               (b) Effect of Breach of Diligence Obligations. If ARCHEMIX at any time believes that MERCK, on a country-by-country and Product-by-Product basis, is not meeting its diligence obligations pursuant to subsection (a) above, ARCHEMIX may give written notice to MERCK requesting written justification, in the form of detailed reasons that would support the proposition that MERCK is meeting such diligence obligation. In such event, MERCK shall provide such written justification to ARCHEMIX within [***] days after such

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

31

notice is given. In the event that ARCHEMIX does not receive such justification within such [***] day period or does not agree with such justification, then ARCHEMIX shall have the right, in its sole discretion, on a country-by-country and Product-by-Product basis, to terminate MERCK’s rights with respect to such Target, Development Candidate or Product, and the Collaboration Aptamers against such Target pursuant to Section 10.4 (but leaving unaffected MERCK’s rights under this Agreement to any other Target and Collaboration Aptamer directed against such Target).

     4.6 Compliance. Each Party shall perform its obligations under each Annual Development Plan in good scientific manner and in compliance in all material respects with all Applicable Laws. For purposes of clarity, with respect to each activity performed under an Annual Development Plan that will or would reasonably be expected to generate data to be submitted to a Regulatory Authority in support of a Regulatory Filing or Drug Approval Application, the Party performing such activity shall comply in all material respects with, if and as applicable, the regulations and guidance of the FDA that constitute Good Laboratory Practice, Good Manufacturing Practice or Good Clinical Practices (or, if and as appropriate under the circumstances, International Conference on Harmonization (ICH) guidance or other comparable regulation and guidance of any Regulatory Authority in any country or region in the Territory). Each Party shall be solely responsible for paying the salaries and benefits of its employees conducting its activities under Annual Development Plans.

     4.7 Cooperation. Scientists at ARCHEMIX and MERCK shall cooperate in the performance of each Development Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as are reasonably necessary for the other Party to perform its obligations under any Annual Development Plan.

     4.8 Exchange of Reports; Information; Updates.

          4.8.1 Development Program Reports. MERCK shall keep the JSC regularly informed of the progress of its efforts to Develop Development Candidates in the Field in the Territory. Without limiting the generality of the foregoing, MERCK shall, at least once each [***], provide the JSC with reports in reasonable detail regarding the status of all preclinical IND-enabling studies and activities (including toxicology and pharmacokinetic studies), clinical trials and other activities conducted under the Development Program; provided, that, for so long as ARCHEMIX is obligated to perform ARCHEMIX Development Activities, (a) MERCK shall provide the JSC with the reports described above at least once each [***] and (b) ARCHEMIX and MERCK shall, not less than once each [***], provide the JSC with reports in reasonable detail regarding the status of all Development Activities and such additional information that they have in their possession as may be reasonably requested from time to time by the JSC.

          4.8.2 Commercialization Reports. MERCK shall keep the JSC and ARCHEMIX regularly informed of the progress of MERCK’s efforts to Commercialize Products in the Field in the Territory through periodic updates. Without limiting the generality of the foregoing, MERCK shall provide the JSC and ARCHEMIX with [***] written updates to each Product Commercialization Plan, which shall (a) summarize MERCK’s efforts to Commercialize

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

32

Products, (b) identify the Regulatory Filings and Drug Approval Applications with respect to such Product that MERCK or any of its Affiliates or Sublicensees have filed, sought or obtained in the prior [***] month period or reasonably expect to make, seek or attempt to obtain in the following [***] month period and (c) summarize all clinical and other data generated by MERCK with respect to Products. In addition, MERCK shall provide such additional information that it has in its possession as may be reasonably requested by ARCHEMIX regarding the Commercialization of any Product, which request shall not be made more than once each Calendar Year.

          4.8.3 Adverse Event Reports; Review of Regulatory Filings and Correspondence.

               (a) Adverse Events. In addition to the updates described in Section 4.8.1 and 4.8.2, MERCK shall provide ARCHEMIX with all Adverse Event information and product complaint information relating to Development Candidates or Products as such information is compiled or prepared by MERCK in the normal course of business in connection with the Development of any Development Candidates or Commercialization of any Product and, in any event, within time frames consistent with reporting obligations under Applicable Laws. MERCK shall provide such Adverse Event and product complaint information hereunder to ARCHEMIX in accordance with Section 13.3. ARCHEMIX may provide all such Adverse Event information to other licensees of ARCHEMIX who have the right to sell Aptamers for therapeutic purposes under a license from ARCHEMIX; provided, that, such other licensees agree to maintain the confidentiality thereof. ARCHEMIX will provide to MERCK Adverse Event information obtained from other licensees of ARCHEMIX who have the right to develop and sell Aptamers for therapeutic purposes under a license from ARCHEMIX; provided, that, such other licensees agree to share such information and MERCK agrees to maintain the confidentiality thereof.

               (b) Preparation of Drug Approval Applications. MERCK shall (i) consult with ARCHEMIX in good faith in the preparation of all Drug Approval Applications for Products in the United States, Japan and in the European Union and (ii) consider all comments of ARCHEMIX in good faith, taking into account the best interests of the Collaboration and of the Development of the applicable Development Candidate and Commercialization of the applicable Product on a global basis.

               (c) Meeting Attendance and Information. MERCK shall use reasonable efforts to provide ARCHEMIX with at least [***] days advance notice of any meeting with the FDA or other Regulatory Authority regarding a Drug Approval Application relating to, or Regulatory Approval for, any Development Candidate or Product, (i) prior to the acceptance of an IND with respect to each Development Candidate or Product and (ii) after acceptance of an IND with respect to each Development Candidate or Product if the subject matter of the meeting shall include any milestone event applicable to such Development Candidate or Product. Upon written request ARCHEMIX may send one person [***] to participate as an observer in such meeting [***]; provided, that, (A) MERCK approves such ARCHEMIX request for any such meetings occurring after acceptance of the IND and (B) to the extent MERCK’s approval is required, MERCK shall [***] any such request of ARCHEMIX.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

33

With regard to any meeting with the FDA or other Regulatory Authority regarding a Drug Approval Application relating to, or Regulatory Approval for, any Development Candidate or Product, to which ARCHEMIX did not send a representative as provided in this Section 4.8.3(c), MERCK will provide ARCHEMIX with a written summary of information communicated and received thereat.

               (d) Right to Review. Notwithstanding anything to the contrary in this Section 4.8.3, ARCHEMIX shall have the right, upon written notice, to review all such Regulatory Filings and correspondence at MERCK’s office at ARCHEMIX’s sole expense.

     4.9 Development and Commercialization Rights and Restrictions.

          4.9.1 Development and Commercialization Rights in the Field. Except as provided in this Section 4.9, MERCK shall have the [***] during the Term to Develop Development Candidates and Commercialize Products in the Territory for use in the Field.

          4.9.2 Co-Promotion.

               (a) Negotiation of a Potential Co-Promotion Agreement. Within thirty (30) days from filing the NDA for a Product, ARCHEMIX shall provide MERCK with (i) a written notice indicating ARCHEMIX’ interest in the promotion and Detailing of such Product in the United States of America and its territories and possessions jointly with MERCK using a coordinated sales force consisting of Representatives of both Parties (“Co-Promote” or “Co-Promotion”) and (ii) a business plan so as to document how such proposed Co-Promotion for such Product is in the best interest of both Parties. Upon receipt of such written notice, MERCK shall enter into good faith negotiations with ARCHEMIX with the aim of determining whether or not to enter into a separate Co-Promotion agreement (“Co-Promotion Agreement”) between the Parties. In the event MERCK, in its sole discretion, agrees to enter into such Co-Promotion Agreement with ARCHEMIX, then the terms applicable to such Co-Promotion of the Product identified therein (each, a “Co-Promoted Product”) shall conform in all material respects with the terms, conditions and provisions set forth in Schedule 9 attached hereto and such additional provisions as are usual and customary for inclusion in a co-promotion agreement between companies in the pharmaceutical industry of comparable sizes to the respective Parties. For purposes of clarity, such additional terms shall supplement and shall not materially expand, limit or change the terms set forth on Schedule 9. The Parties shall negotiate the Co-Promotion Agreement in good faith and with sufficient diligence as is required to execute and deliver the Co-Promotion Agreement within [***] days after ARCHEMIX provides its written indication of interest pursuant to the first sentence of this paragraph.

               (b) Failure to Agree. To the extent that MERCK enters into and conducts negotiations with respect to the Co-Promotion Agreement for a Product in good faith and the Parties fail to execute and deliver the Co-Promotion Agreement within [***] day period described in Section 4.9.2(a) above, then (i) MERCK shall continue to have the exclusive right and responsibility during the Term to Commercialize such Product in the Territory (including the United States of America and its territories and possessions) for use in the Field and (ii) the fact

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

34

that the Parties were unable to agree on a Co-Promotion Agreement shall not entitle ARCHEMIX to claim damages or any other sort of compensation whatsoever.

     4.10 Product Recalls. In the event that any Regulatory Authority issues or requests a recall or takes similar action in connection with a Product, or in the event a Party reasonably believes that an event, incident or circumstance has occurred that may result in the need for a recall, market withdrawal or other corrective action regarding a Product, such Party shall promptly advise the other Party thereof by telephone or facsimile. Following such notification, MERCK shall decide and have control of whether to conduct a recall or market withdrawal (except in the event of a recall or market withdrawal mandated by a Regulatory Authority, in which case it shall be required) or to take other corrective action in any country and the manner in which any such recall, market withdrawal or corrective action shall be conducted; provided, that, MERCK shall keep ARCHEMIX regularly informed regarding any such recall, market withdrawal or corrective action. MERCK shall bear all expenses of any such recall, market withdrawal or corrective action (including, without limitation, expenses for notification, destruction and return of the affected Product and any refund to customers of amounts paid for such Product).

5. PAYMENTS

     5.1 Technology Access and License Fee. MERCK shall pay ARCHEMIX a non-refundable technology access and license fee in the amount of Three Million Dollars (US $3,000,000) by wire transfer within thirty (30) days of the Effective Date, according to instructions that ARCHEMIX shall provide.

     5.2 License Maintenance Fee. MERCK shall pay ARCHEMIX a non-refundable license maintenance fee in the amount of [***] Dollars (US $[***]) by wire transfer within [***] days of (i) the Effective Date and (ii) on each of the [***] of the Effective Date during the Research Program Term, according to instructions that ARCHEMIX shall provide.

     5.3 R&D Funding.

          5.3.1 Payment of R&D Funding. In consideration of the performance by ARCHEMIX of its activities under the Annual Research Plan(s) as described in Section 3.2, during the Research Program Term MERCK will pay ARCHEMIX the applicable Quarterly FTE Payment on or prior to the first day of each Calendar Quarter; provided, that, an invoice corresponding with such Calendar Quarter has been received by MERCK. Notwithstanding the above, in view of the activities to be performed by ARCHEMIX during the initial Calendar Quarter, MERCK will pay ARCHEMIX [***] Dollars (US $[***]) on the Effective Date; provided, that, an invoice corresponding with the initial Calendar Quarter has been received by MERCK. ARCHEMIX shall provide a report to the JPT within [***] days of the end of each Calendar Quarter during the Research Program Term that specifies the actual number of FTEs expended during the period covered therein. Within [***] days of the end of each Calendar Year during the Research Program Term, ARCHEMIX shall provide MERCK with an annual reconciliation statement (“Annual Reconciliation Statement”) that specifies the actual number of FTEs expended during the previous [***] Calendar Quarters in the aggregate. MERCK shall

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

35

reimburse ARCHEMIX in full for any FTEs expended by ARCHEMIX in excess of the cumulative FTE Costs owed by MERCK for such Calendar Year (the “MERCK Contribution”) as indicated by any Annual Reconciliation Statement if such excess was approved by the JSC. To the extent that any Annual Reconciliation Statement indicates that ARCHEMIX expended FTEs in excess of the MERCK Contribution and such excess was not approved by the JSC then, (a) MERCK shall reimburse ARCHEMIX for all amounts in excess of the MERCK Contribution, not to exceed [***] percent ([***]%) of the MERCK Contribution and (b) all FTE Costs in excess of [***] percent ([***]%) of the MERCK Contribution shall be borne by ARCHEMIX.

          5.3.2 R&D Funding Audit Rights. ARCHEMIX shall keep complete and accurate books and financial records pertaining to the number of FTEs utilized in conducting the Research Program and the ARCHEMIX Development Activities, if any, which books and financial records shall be kept in accordance with GAAP and shall be retained by ARCHEMIX until [***] years after the end of the Contract Year to which they pertain. Upon [***] days written notice, MERCK shall have the right to appoint at its expense an independent certified public accountant reasonably acceptable to ARCHEMIX to audit the books and financial records of ARCHEMIX relating to the number of FTEs utilized in conducting the Research Program and the ARCHEMIX Development Activities during any Contract Year; provided, that, MERCK shall not have the right to audit any Contract Year more than once or more than [***] years after the end of such Contract Year or to conduct more than one such audit in any [***] period. All books and financial records made available for audit shall be deemed to be Confidential Information of ARCHEMIX. The results of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event that there was an error relating to the reported FTEs utilized in conducting the Research Program and/or the ARCHEMIX Development Activities during such Contract Year, (a) if the effect of the error resulted in an overpayment by MERCK, ARCHEMIX shall promptly (but in any event no later than [***] days) after ARCHEMIX’ receipt of the report so concluding, make payment to MERCK of the overpayment and (b) if the effect of the error resulted in an underpayment by MERCK, then MERCK shall promptly (but in no event later than [***] days after MERCK’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount. MERCK shall bear the full cost of such audit unless such audit discloses an over reporting by ARCHEMIX of more than [***] percent ([***]%) of the aggregate amount of FTE Costs reportable in any Calendar Year, in which case ARCHEMIX shall reimburse MERCK for all reasonable costs incurred by MERCK in connection with such audit.

          5.3.3 R&D External Costs. In addition to the funding obligations in Section 5.3.1 above, and without limiting the generality of the provisions of Section 4.2 hereof, MERCK shall [***] for the payment of [***] Third Party research and Development activity costs (“Third Party Costs”), including, without limitation, contract research organizations, contract personnel and consultant costs, incurred by ARCHEMIX to the extent set forth in an Annual Research Plan or Annual Development Plan or otherwise agreed to in writing by MERCK.

     5.4 Milestone Payments.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

36

          5.4.1 Milestones. Within [***] days after the occurrence of the following milestone events, MERCK shall make the corresponding non-refundable, non-creditable (except as provided in Section 5.4.2) payments to ARCHEMIX for each Program Target, regardless of the number of Products that are Developed and Commercialized under this Agreement against such Program Target:

Milestone Event	Milestone Payment
1. [***]	$[***]
2. [***]	$[***]
3. [***]	$[***]
4. [***]	$[***]
5. [***]	$[***]
6. [***]	$[***]
7. [***]	$[***]
8. [***]	$[***]
9. [***]	$[***]
10. [***]	$[***]
11. [***]	$[***]
12. [***]	$[***]
13. [***]	$[***]
14. [***]	$[***]

     For purposes of clarity (a) milestone 1 shall be paid for the first [***] Project Targets to yield an Optimized Lead Compounds; (b) [***] shall be paid for a given Product for up to [***] different Indications; and (c) if payment is made for any of [***] with respect to any Product and any of the preceding milestone payments have not been made with respect to such Product, then such earlier milestone payments shall be made concurrently therewith (for example, if milestone 5 [***] is paid, but milestone 4[***] has not been paid, then milestone payments 5 and 4 shall [***] on the basis of [***]). Notwithstanding anything contained herein to the contrary, in no event will MERCK be liable for milestone payments accrued for achievement of any of milestones 1-14 in excess of milestone payments made by MERCK of [***] Dollars ($[***]) in the aggregate for each Program Target.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

37

          5.4.2 Determination that Milestone Events have Occurred; Invoice for Milestone Payments. MERCK shall provide ARCHEMIX with written notice within [***] days of each occurrence of a milestone event set forth in Section 5.4.1. ARCHEMIX shall provide MERCK with an invoice for the amount of the milestone payment that is due and payable as promptly as possible after receipt of such notice. In the event that, notwithstanding the fact that MERCK has not given such a notice, ARCHEMIX believes any such milestone event has occurred, it shall so notify MERCK in writing and shall provide to MERCK data, documentation or other information that supports its belief. Any dispute under this Section 5.4.2 that relates to whether or not a milestone event has occurred shall be referred to the JSC to be resolved in accordance with Section 2.1.6.

     5.5 Payment of Royalties; Royalty Rates; Accounting and Records.

          5.5.1 Payment of Royalties.

               (a) Royalty Rates. MERCK shall pay ARCHEMIX a royalty based on Annual Net Sales of each Product in each Calendar Year (or partial Calendar Year) commencing with the First Commercial Sale of such Product in any country in the Territory and ending upon the last day of the last Royalty Term for such Product, at the following rates:

Annual Net Sales	Royalty Rate (%)
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%

     The following hypothetical example illustrates the calculation of royalties under Section 5.5.1(a): If, in any Calendar Year during the Term, Annual Net Sales of a Product are $[***], the applicable royalty would be $[***], [***]% of Net Sales for Net Sales up to $[***], [***]% of Net Sales for Net Sales over $[***] and up to $[***] and [***]% of Net Sales for Net Sales over $[***].

               (b) Royalty Offsets. In the event that MERCK, in order to practice the license granted to it under Section 7.2 of this Agreement in any country in the Territory, is required to and actually makes royalty, milestone or license fee payments to any Third Party (“Third Party Payments”) in order (A) to obtain a license to an issued patent or patents in the absence of which the Lead Compound portion of the Product could not legally be manufactured, imported, sold, exported, or otherwise exploited in such country and/or (B) to obtain a license to an issued patent or patents, in the absence of which the Licensed Patent Rights cannot legally be practiced in such country for making, using, importing, offering for sale, selling, exporting or otherwise exploiting such Product, then the royalties payable to ARCHEMIX for such Product under Section 5.5.1(a) with respect to such country may be reduced by [***] percent ([***]%) of the amount of such Third Party Payments. Notwithstanding the foregoing, (i) such reductions

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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shall in no event reduce the royalty that would otherwise be payable for such Product under Section 5.5.1 with respect to such country by more than [***] percent ([***]%) of the amount otherwise payable with respect to Net Sales of such Product in such country, (ii) MERCK shall be responsible for the payment of any royalty, milestone or license fee payments to any Third Party relating to methods or processes for making or manufacturing the Product and the royalties payable to ARCHEMIX pursuant to Section 5.5.1(a) [***], and (iii) in the event that MERCK requires that ARCHEMIX use in the Research Program molecules, methods and/or processes not identified in Schedule 11 or MERCK requires that ARCHEMIX use in the Research Program specific molecules, methods and/or processes where such molecules, methods and/or processes are generically identified in Schedule 11 (“Requested Chemistry”), thereby giving rise to the obligation to pay royalty, milestone or license fee payments to a Third Party (“Third Party Chemistry Payments”), MERCK [***] of such Third Party Chemistry Payments and the royalties payable to ARCHEMIX pursuant to Section 5.5.1(a) [***] Third Party Chemistry Payments.

               (c) Competing Aptamer Products. In the event that a Third Party sells a Competing Aptamer Product (as defined below) in a country in which a Product is then being sold and such Competing Aptamer Product is not covered by a Valid Claim under the Licensed Patent Rights, Program Aptamer-Specific Patent Rights, or Joint Patent Rights in such country, then, during the period in which sales of the Competing Aptamer Product by such Third Party are equal to at least [***] percent ([***]%) of MERCK’s volume-based market share of the Product in such country (as measured by prescriptions or other similar information available in such country) all applicable royalties in effect with respect to such Product in such country as specified in Section 5.5.1(a) shall be [***] by [***] percent ([***]%). Notwithstanding the foregoing, (i) MERCK’s obligation to pay royalties at the full royalty rates shall be reinstated on the first day of the Calendar Quarter immediately following the Calendar Quarter in which sales of such Competing Aptamer Product account for less than [***] percent ([***]%) of MERCK’s volume-based market share in such country and (ii) the provisions of this Section 5.5.1(c) shall not apply for any country in which MERCK has not [***] for [***] for the applicable Collaboration Aptamer(s) or has not otherwise used commercially reasonable efforts to [***] for such Collaboration Aptamer(s). For purposes of this Section 5.5.1(c), a “Competing Aptamer Product” means a pharmaceutical product that (i) contains an [***] and (ii) is marketed in such country for the same [***] as the [***].

               (d) Generic Products. In the event that a Third Party sells a Generic Product (as defined below) in a country in which a Product is then being sold and such Generic Product is not covered by a Valid Claim under the Licensed Patent Rights, Program Aptamer-Specific Patent Rights, or Joint Patent Rights in such country, then during the period in which sales of the Generic Product by such Third Party are equal to: (i) at least [***] percent ([***]%) of MERCK’s volume-based market share of the Product in such country (as measured by prescriptions or other similar information available in such country), MERCK shall pay [***] percent ([***]%) of the full applicable royalties in effect with respect to such Product in such country as specified in Section 5.5.1(a). Notwithstanding the foregoing, (i) MERCK’s obligation to pay royalties at the full royalty rates shall be reinstated on the first day of the Calendar Quarter immediately following the Calendar Quarter in which sales of such Generic Product account for less than [***] percent ([***]%), (ii) the provisions of this Section 5.5.1(d) shall not apply for any country in which MERCK has not [***] for [***] for the applicable Collaboration

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

39

Aptamer(s) or has not otherwise used commercially reasonable efforts to [***] for such Collaboration Aptamer(s). For purposes of this Section 5.5.1(d), a “Generic Product” means a pharmaceutical product that contains the [***] and [***] to such [***].

               (e) Maximum Adjustment of Royalty Rate. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the royalty rates in Section 5.5.1(a) be cumulatively reduced below [***] percent ([***]%) of the rates set forth therein.

               (f) Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Product for which no Patent Rights exist shall be in consideration of (i) ARCHEMIX’s expertise and know-how concerning the identification of Aptamers in the Field, including its development of the SELEX^® Process and its other Aptamer-related development activities conducted prior to the Effective Date; (ii) the performance by ARCHEMIX of the Research Program, (iii) the disclosure by ARCHEMIX to MERCK of results obtained in the Research Program; (iv) the licenses granted to MERCK hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARCHEMIX; (v) the restrictions on ARCHEMIX in Section 7.6.1; and (vi) the “head start” afforded to MERCK by each of the foregoing.

               (g) Payment Dates and Reports. Royalty payments shall be made by MERCK within [***] days after the end of each [***] commencing with the [***] in which the First Commercial Sale of a Product occurs. MERCK shall also provide, at the same time each such payment is made, a report showing: (a) the Net Sales of each Product by type of Product and country in the Territory; (b) the basis for any deductions from gross amounts billed or invoiced to determine Net Sales; (c) the applicable royalty rates for such Product; (d) the exchange rates used in calculating any of the foregoing; and (e) a calculation of the amount of royalty due to ARCHEMIX.

               (h) Combination Products. The earned royalty due on a Combination Product shall be determined pro rata on a Combination Product-by-Combination Product and country-by-country basis, by multiplying Net Sales of the Combination Product by the fraction A/(A+B), where A is the invoice price of the Product when sold separately and B is the invoice price of the Supplemental Product when sold separately by a Party, its Affiliate or its Sublicensee or, if not sold by them, then the average invoice price when sold separately by Third Parties. If the Supplemental Product in the Combination Product is not sold separately by any Person, Net Sales shall be calculated by multiplying actual net revenues derived from sales of the Combination Product by the fraction A/C, where A is as previously defined and C is the invoice price of the Combination Product sold by a Party, its Affiliate or its Sublicensee. For purposes of clarity, the average invoice price and the actual net revenues for any Supplemental Product shall be for a quantity comparable to that contained in the Combination Product and shall be of the same class, purity and potency as that contained in the Combination Product. If neither the Product nor the Supplemental Product included in the Combination Product are sold separately, Net Sales shall be calculated based on the mutual written agreement of the Parties as to a reasonable allocation between the Product and the Supplemental Product, taking into account total manufacturing costs, proprietary protection and relative contribution thereof. If the Parties

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

40

are unable to reach agreement on an appropriate method of determining royalties for a Combination Product, the matter shall be submitted to the JSC for resolution under Section 2.1.6.

          5.5.2 Records; Audit Rights. MERCK and its Affiliates and Sublicensees shall keep and maintain for [***] years from the date of each payment of royalties hereunder complete and accurate records of gross sales and Net Sales by MERCK and its Affiliates and Sublicensees of each Product, in sufficient detail to allow royalties to be determined accurately. ARCHEMIX shall have the right for a period of [***] years after receiving any such royalty payment to appoint at its expense an independent certified public accountant reasonably acceptable to MERCK to audit the relevant records of MERCK and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. MERCK and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from ARCHEMIX, solely to verify that royalty payments hereunder were correctly determined. Such audit right shall not be exercised by ARCHEMIX more than [***] in any [***] or more than [***] with respect to sales of a particular Product in a [***]. All records made available for audit shall be deemed to be Confidential Information of MERCK. The results of each audit, if any, shall be binding on both Parties. In the event there was an underpayment by MERCK hereunder, MERCK shall promptly (but in any event no later than [***] days after MERCK’s receipt of the report so concluding) make payment to ARCHEMIX of any shortfall. ARCHEMIX shall bear the full cost of such audit unless such audit discloses an underreporting by MERCK of more than [***] percent ([***]%) of the aggregate amount of royalties payable in any Calendar Year, in which case MERCK shall reimburse ARCHEMIX for all costs incurred by ARCHEMIX in connection with such audit.

          5.5.3 Overdue Royalties and Milestones. All royalty payments not made within the time period set forth in Section 5.5.1(g), including underpayments discovered during an audit, and all milestone payments not made within the time period specified in Section 5.4.1, shall bear interest at a rate of [***] percent ([***]%) per month from the due date until paid in full or, if less, the maximum interest rate permitted by Applicable Laws. Any such overdue royalty or milestone payment shall, when made, be accompanied by, and credited first to, all interest so accrued.

          5.5.4 Payments. All payments made by MERCK hereunder shall be made by wire transfer in US Dollars in accordance with instructions given in writing from time to time by ARCHEMIX and shall be free and clear of any taxes, duties, levies, fees or charges including any withholding taxes. If by law, regulations or fiscal policy of a particular country in the Territory, remittance of royalties in United States Dollars is restricted or forbidden, written notice thereof shall promptly be given to ARCHEMIX, and such payment shall be made by the deposit thereof in local currency to the credit of ARCHEMIX in a recognized banking institution designated by ARCHEMIX by written notice to MERCK. When in any country in the Territory the law or regulations prohibit both the transmittal and the deposit of royalties, on sales in such country, such payments shall be suspended for as long a such prohibition is in effect and as soon as such prohibition ceases to be in effect, all royalties that MERCK would have been under an

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

41

obligation to transmit or deposit but for the prohibition shall forthwith be deposited or transmitted, to the extent allowable.

          5.5.5 Taxes. Any income taxes or other taxes which MERCK is required by law to pay or withhold on behalf of ARCHEMIX with respect to milestones, royalties and any other monies or other transfer for value payable or provided to ARCHEMIX under this Agreement shall be deducted from such milestones, royalties and any other monies due to ARCHEMIX under this Agreement. MERCK shall provide ARCHEMIX with documentation of such withholding in a manner that is satisfactory for purposes of reporting to the U.S. Internal Revenue Service. Payments made by either Party for goods and services provided by the other Party under this Agreement are exclusive of Value Added Tax, sales tax or any other similar or substitute tax which will be additionally payable by the Party receiving the goods or services in the event that Value Added Tax, sales tax or any other similar or substitute tax applies to any of these payments; provided, that, the Party providing the goods or services will issue to the other Party an appropriate invoice to support any such charge. MERCK shall submit to ARCHEMIX reasonable proof of payment of the withholding taxes contemplated by this Section, together with an accounting of the calculations of such taxes, within [***] days after which such withholding taxes are remitted to the proper authority. The Parties will cooperate reasonably in completing and filing documents required under the provisions of any applicable tax laws or under any other Applicable Law, in connection with the making of any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment. The Parties will cooperate to minimize such taxes in accordance with Applicable Law.

          5.5.6 Foreign Currency Exchange. All royalties shall be payable in full in the United States in United States Dollars, regardless of the countries in which sales are made. With respect to amounts invoiced by MERCK (or its Affiliates or Sublicensees) for Products, all such amounts shall be expressed in EURO and, if applicable, the currency in which the amount was invoiced. Any conversion from a currency to EURO shall be calculated using MERCK’s standard exchange rate methodology applied in its external reporting in effect as of the Effective Date and set forth on Schedule 10 attached hereto. Such Net Sales shall be converted into United States Dollars as follows:

               (A/B), where

               A = “Net Sales” (as defined above) in such Calendar Quarter expressed in EURO; and

               B = foreign exchange conversion rate, expressed in EURO per United States Dollar (using, the applicable EURO exchange rate, set forth on Schedule 10 attached hereto or any other mutually agreed upon source, for such Calendar Quarter).

6. TREATMENT OF CONFIDENTIAL INFORMATION;
PUBLICITY; NON-SOLICITATION.

     6.1 Confidentiality.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

42

          6.1.1 Confidentiality Obligations. ARCHEMIX and MERCK each recognizes that the other Party’s Confidential Information and Proprietary Materials constitute highly valuable assets of such other Party. ARCHEMIX and MERCK each agrees that, subject to Section 6.1.2, it will not disclose, and will cause its Affiliates and sublicensees (or Sublicensees, as the case may be) not to disclose, any Confidential Information or Proprietary Materials of the other Party and it will not use, and will cause its Affiliates and sublicensees (or Sublicensees, as the case may be) not to use, any Confidential Information or Proprietary Materials of the other Party except as expressly permitted hereunder; provided, that, such obligations shall apply during the Term and for an additional [***] years thereafter.

          6.1.2 Limited Disclosure. ARCHEMIX and MERCK each agrees that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 6.1.3. In addition, ARCHEMIX and MERCK each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) Third Party collaborators, subject to written obligations of confidentiality substantially similar to those of ARCHEMIX hereunder, and provided that any Confidential Information so provided will in no event include information identifying any Program Targets, (iii) debt or equity financing of such other Party or (iv) Change of Control involving such other Party, (c) if such other Party is ARCHEMIX, to any Third Party that is or may be engaged by ARCHEMIX to perform services in connection with the Research Program, and (d) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense.

          6.1.3 Employees and Consultants. ARCHEMIX and MERCK each hereby represents that all of its employees and consultants, and all of the employees and consultants of its Affiliates, who participate in the activities of the Collaboration or have access to Confidential Information or Proprietary Materials of the other Party are or will, prior to their participation or access, be bound by written obligations to maintain such Confidential Information or Proprietary Materials in confidence and not to use such information except as expressly permitted hereunder. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     6.2 Publicity. The Parties acknowledge that the terms of this Agreement constitute Confidential Information of each Party and may not be disclosed except as permitted by Section 6.1.2 and this Section 6.2. Such terms may be disclosed by a Party to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, acquirer or merger partners and potential acquirer or merger partners and Gilead and University License Equity Holdings, Inc. In addition, a copy of this Agreement may be filed by either Party with the Securities and Exchange Commission if such filing is required by law or regulation. In connection with any such filing, such Party shall endeavor to obtain confidential treatment of economic and trade secret information, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, which comments shall be reasonably considered by the filing Party. Notwithstanding anything to the contrary in Section 6.1, the Parties, upon the execution of this Agreement, shall agree to a press release with respect to this Agreement, in the form attached here to as Schedule 7, and either Party may make subsequent public disclosure of the contents of such press release without further approval of the other Party. After issuance of such press release, except as required by Applicable Laws, neither Party shall issue a press or news release or make any similar public announcement (it being understood that publication in scientific journals, presentation at scientific conferences and meetings and the like are intended to be covered by Section 6.3 and not subject to this Section 6.2) related to the Research Program or to any Development Program without the prior written consent of the other Party; provided, that, (a) notwithstanding the foregoing, ARCHEMIX shall be expressly permitted to publicly announce the occurrence of any milestone event under Section 5.4 and any other event that ARCHEMIX reasonably believes is material to ARCHEMIX; (b) MERCK (i) expressly acknowledges that ARCHEMIX is an emerging company the success of which is substantially dependent on its ability to attract and raise capital and that ARCHEMIX’s ability to attract and raise capital is substantially dependent on its ability to announce publicly developments in its research and development programs or product development pipeline and (ii) agrees that it shall not unreasonably withhold, condition or delay its consent to any request by ARCHEMIX to announce publicly developments in the Research Program or any Development Program; and (c) ARCHEMIX (i) expressly acknowledges that MERCK’s Development and Commercialization is substantially dependent on its ability to protect confidential information and (ii) agrees that it shall not unreasonably request to announce developments in the Research Program or any Development Program that may reduce a competitive advantage versus competing entities.

     6.3 Publications and Presentations. The Parties acknowledge that scientific publications and presentations must be strictly monitored to prevent any adverse effect from premature publication or dissemination of results of the activities hereunder. Each Party agrees that, except as required by Applicable Laws, it shall not publish or present, or permit to be published or presented, the results of the Research Program or any Development Program without the prior review by and approval of the other Party. Each Party shall provide to the other Party the opportunity to review each of the submitting Party’s proposed abstracts, manuscripts or presentations (including, without limitation, information to be presented verbally) that relate to the Research Program or any Development Program at least [***] days prior to its intended presentation or submission for publication, and such submitting Party agrees, upon written request from the other Party given within such [***] period, not to submit such abstract or manuscript for publication or to make such presentation until the other Party is given up to [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

44

days from the date of such written request to seek appropriate patent protection for any material in such publication or presentation that it reasonably believes may be patentable. Once such abstracts, manuscripts or presentations have been reviewed and approved by each Party, the same abstracts, manuscripts or presentations do not have to be provided again to the other Party for review for a later submission for publication. Each Party also shall have the right to require that any of its Confidential Information that is disclosed in any such proposed publication or presentation be deleted prior to such publication or presentation. In any permitted publication or presentation by a Party, the other Party’s contribution shall be duly recognized, and co-authorship shall be determined in accordance with customary standards. Each Party (i) expressly acknowledges that the other Party’s business may be substantially dependent on its ability to publish results in scientific journals, presentation at scientific conferences and meetings and (ii) agrees that it shall not unreasonably withhold, condition or delay its consent to any request by the other Party to publish results of the Research Program or any Development Program in accordance with its internal publication guidelines.

     6.4 Prohibition on Solicitation. Without the written consent of the other Party, neither Party nor its Affiliates shall, during the [***] or for [***] year thereafter, solicit (directly or indirectly) any employee of the other Party or its Affiliates who participated in the Research Program at any time during the Research Program Term. This provision shall not restrict either Party or its Affiliates from advertising employment opportunities in any manner that does not directly target the other Party or its Affiliates.

7. LICENSE GRANTS; EXCLUSIVITY

     7.1 Research and Development Licenses.

          7.1.1 ARCHEMIX License Grants.

               (a) Research Program. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to MERCK and its Affiliates a non-exclusive, royalty-free, worldwide license during the Research Program Term, including the right to grant sublicenses as provided in Sections 7.3 and 7.4, under Licensed Technology and Licensed Patent Rights, for the sole purpose of conducting MERCK Research Activities in the Research Program.

               (b) Development Programs. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to MERCK and its Affiliates, an exclusive, royalty- free, worldwide license during the Term, including the right to grant sublicenses as provided in Sections 7.3 and 7.4, under Licensed Technology and Licensed Patent Rights, for the sole purpose of Developing Optimized Lead Compounds and Development Candidates in the Field and in the Territory.

          7.1.2 MERCK Grants.

               (a) Research Program. Subject to the terms and conditions of this Agreement, MERCK hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

45

free, worldwide license during the Research Program Term, including the right to grant sublicenses as provided in Sections 7.3 and 7.4, under MERCK Technology and MERCK Patent Rights and MERCK’s interest in Joint Technology and Joint Patent Rights, for the sole purpose of conducting the Research Program.

               (b) Development Program. Subject to the terms and conditions of this Agreement, MERCK hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free, worldwide license during the Term, without the right to grant sublicenses, under MERCK Technology and MERCK Patent Rights and MERCK’s interest in Joint Technology and Joint Patent Rights and under Licensed Technology and Licensed Patent Rights exclusively licensed to MERCK under Section 7.1.1(b), for the sole purpose of conducting ARCHEMIX Development Activities in any Development Program, to the extent such ARCHEMIX Development Activities are mutually agreed by the Parties.

               (c) Waived Targets.

                    (i) Designation Notice. Upon its designation of any Program Target as a Waived Target, MERCK shall provide written notice (“Designation Notice”) to ARCHEMIX identifying each such Program Target.

                    (ii) Assignment. MERCK hereby assigns to ARCHEMIX all right, title and interest in and to all MERCK Program Technology, Patent Rights claiming MERCK Program Technology and MERCK’s interest in Joint Technology and Joint Patent Rights relating to Waived Compounds or Waived Targets. ARCHEMIX may, at its option, continue to Develop a Waived Compound, subject to the payment by ARCHEMIX to MERCK, for any Waived Compound, and any Products Derived therefrom, that are Developed and Commercialized by ARCHEMIX, its Affiliates or sublicensees, of (A) a [***] on the Milestone Payment Due Date (as defined below) [***] the Applicable Milestone Payment (as defined below) and (B) royalty payments at rates [***] the Applicable Percentage (as defined below) of the rates set forth in Sections 5.5.1, for the remainder of the applicable Royalty Term.

                    (iii) Calculation of Royalties. In calculating the payments due to MERCK for the licenses granted in this Section 7.1.2(c), the terms of Sections 5.5 and all related obligations (including the right to offset payments in accordance with Section 5.5.1(b) through (e)) shall apply mutatis mutandis to each such Waived Compound and Product Derived therefrom.

                    (iv) Transition Plan. ARCHEMIX shall have a period of up to [***] months commencing on the date of receipt of the Designation Notice or a Program Target otherwise becomes a Waived Target to notify MERCK that it intends to continue to Develop or Commercialize a Waived Compound. Upon receipt of such notice, the Parties will agree on a transition plan pursuant to which MERCK will, depending on the stage of development of such Waived Compound(s), obligate MERCK to timely perform the activities in Sections 7.1.2(c)(iv)(1) through (10). In order for MERCK to agree to each such transition plan, ARCHEMIX shall agree to use Commercially Reasonable Efforts to Develop and Commercialize the Waived Compound(s) identified by ARCHEMIX and which are the subject

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

46

of a transition plan for continued Development and Commercialization. The transition plan shall include, as applicable, an obligation by MERCK to:

                         (1) grant to ARCHEMIX an exclusive, worldwide, royalty-free, paid-up license under all Product Trademarks applicable to such Waived Compound(s), if any;

                         (2) transfer to ARCHEMIX all of its right, title and interest in all Regulatory Filings, Drug Approval Applications and Regulatory Approvals then in its name applicable to such Waived Compound(s), if any;

                         (3) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect such transfer;

                         (4) provide ARCHEMIX with copies of all correspondence between MERCK and such Regulatory Authorities relating to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals;

                         (5) unless expressly prohibited by any Regulatory Authority, transfer control to ARCHEMIX of all clinical trials of such Waived Compound(s) being conducted as of the time of designation by MERCK of the Waived Compound and continue to conduct such trials at its expense for up to [***] months commencing on the date of receipt of the Designation Notice or a Program Target otherwise becomes a Waived Target to enable such transfer to be completed without interruption of any such trial, unless ARCHEMIX demonstrates to MERCK to MERCK’s satisfaction that ARCHEMIX shall not be able to assume such clinical trials within four months, in which case MERCK shall continue to conduct such trials for up to [***] additional months;

                         (6) assign (or cause its Affiliates to assign) to ARCHEMIX all agreements with any Third Party with respect to the conduct of clinical trials for such Waived Compound(s) including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case MERCK shall cooperate with ARCHEMIX in all reasonable respects to secure the consent of such Third Party to such assignment);

                         (7) provide ARCHEMIX with all supplies of such Waived Compound(s) in the possession of MERCK or any Affiliate or contractor of MERCK;

                         (8) provide ARCHEMIX with copies of all reports and data generated or obtained by MERCK or its Affiliates pursuant to this Agreement that relate to such Waived Compound(s) that have not previously been provided to ARCHEMIX;

                         (9) reimburse ARCHEMIX for all internal and out-of-pocket costs incurred by ARCHEMIX in continuing the research and Development according to the pre-agreed Annual Development Plan of such Waived Compound(s) for a period of [***] days; and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

47

                    (10) if MERCK has manufactured, is manufacturing or having manufactured such Waived Compound(s) or any intermediate thereof as of the date the applicable Program Target becomes a Waived Target: (i) MERCK shall, if requested by ARCHEMIX, supply ARCHEMIX with its requirements for such Waived Compound(s) and intermediates for up to [***] months following such date at a transfer price equal to [***] for the supply of such Waived Compound(s) or intermediate, plus [***] percent ([***]%), (ii) within [***] days after ARCHEMIX’s request, MERCK shall provide to ARCHEMIX or its designee all information in its possession with respect to the manufacture of each such Waived Compound(s) or intermediate.

                    (v) Definitions. For purposes of this Section 7.1.2(c), the following terms shall have the following definitions:

“Applicable Milestone Payment” shall mean, with respect to each Waived Compound, an aggregate amount equal to [***] previously made by MERCK with respect to such Waived Compound for (a) milestone events 2, 3 and 4 to the extent ARCHEMIX makes [***] of [***] applicable to such Waived Compound; or (b) milestone events 2 and 3 to the extent ARCHEMIX makes [***] of [***] and/or [***] applicable to such Waived Compound.

“Applicable Percentage” shall mean, with respect to each Waived Compound, (a) [***] percent ([***]%), to the extent ARCHEMIX makes [***] of [***] in the development and commercialization of such Waived Compound; (b) [***] percent ([***]%), to the extent ARCHEMIX makes [***] of [***] and/or [***] in the development and commercialization of such Waived Compound, (c) [***] percent ([***]%), if neither of the foregoing (a) nor (b) apply, but ARCHEMIX is developing and commercializing a Waived Compound that was a [***], and (d) [***] percent ([***]%) if ARCHEMIX is developing and commercializing an [***], other than a [***] or an [***], against the Waived Target, provided that in such case ARCHEMIX shall not make [***] of [***].

“Clinical Data” means all data, results and information produced in the conduct of a Phase I Clinical Trial (“Phase I Clinical Data”), a Phase II Clinical Trial (“Phase II Clinical Data”) or a Phase III Clinical Trial (“Phase III Clinical Data”) conducted by MERCK with respect to a Waived Compound.

“Material Use” means, with respect to Clinical Data, the inclusion of such Clinical Data in a core report of an NDA filed by ARCHEMIX as evidenced by (i) the use of a bridging study to utilize such Clinical Data, (ii) the elimination for the need to duplicate such Clinical Data, or (iii) the ability to reduce the number of patients enrolled in a clinical trial due to the use of such Clinical Data.

“Milestone Payment Due Date” means, with respect to a Waived Compound, (a) to the extent a Program Target becomes a Waived Target prior to the Initiation of [***], the date of the Initiation of [***] with respect to such Waived Compound; (b) to the extent a Program Target becomes a Waived Target after [***] but prior to the Initiation of [***], the date of the Initiation of [***] with respect to such Waived Compound; and (c) to the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

48

extent a Program Target becomes a Waived Target after [***] but prior to filing for [***], the date on which such filing for [***] occurs.

                    (vi) Further Assurances. Upon ARCHEMIX’s written request, MERCK shall execute and deliver any documents of ownership, assignment or conveyance that are necessary or desirable to convey the ownership rights granted pursuant to this Section 7.1.2(c).

               (d) Failed Target. Subject to the terms and conditions of this Agreement, MERCK hereby grants to ARCHEMIX and its Affiliates an exclusive, worldwide, royalty-free license, with the right to grant sublicenses under MERCK Program Technology, Patent Rights claiming MERCK Program Technology and MERCK’s interest in Joint Technology and Joint Patent Rights to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported Aptamers and products Derived therefrom directed against any Failed Target for all uses in or outside the Field. For purposes of clarity, Failed Targets for the purpose of this Agreement shall not be construed as encompassing Waived Targets, and, ARCHEMIX shall have no payment obligations to MERCK with regard to any Failed Target.

               (e) Terminated Compounds. Subject to the terms and conditions of this Agreement, MERCK hereby grants to ARCHEMIX and its Affiliates an exclusive, worldwide, royalty-free license, with the right to grant sublicenses, under MERCK Program Technology, Patent Rights claiming MERCK Program Technology and MERCK’s interest in Joint Technology and Joint Patent Rights to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported Terminated Compounds and products Derived therefrom in or outside of the Field. For purposes of clarity, an Aptamer directed against a Waived Target as set forth in sub-paragraph (c) above shall in no event be considered a Terminated Compound.

               (f) Non-Exclusive License For Aptamers Outside the Collaboration. MERCK hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free, worldwide license, with the right to grant sublicenses, under MERCK Program Technology and Patent Rights claiming MERCK Program Technology to the extent necessary to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported Aptamers and products Derived from Aptamers other than those targeted to a Program Target for any and all uses, except as otherwise provided herein.

               (g) Exclusive License For Aptamers Outside the Collaboration. To the extent requested in writing by ARCHEMIX, MERCK may grant to ARCHEMIX and its Affiliates an exclusive, royalty-bearing, worldwide license, with the right to grant sublicenses, under MERCK Program Technology and Patent Rights claiming MERCK Program Technology and MERCK’s interest in Joint Technology and Joint Patent Rights to the extent necessary to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported Aptamers and products Derived from Aptamers other than those targeted to a Program Target for any and all uses, except as otherwise provided herein. The Parties agree to negotiate in good faith with respect to the foregoing license.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

49

          7.2 Commercialization License. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to MERCK and its Affiliates an exclusive, royalty-bearing license during the Term, including the right to grant sublicenses as provided in Section 7.3, under Licensed Technology and Licensed Patent Rights for the sole purpose of Commercializing Products in the Field in the Territory.

          7.3 Right to Sublicense. MERCK shall have the right to grant sublicenses to Sublicensees under the licenses granted to it under Section 7.1.1(b) with respect to any Optimized Lead Compounds and Development Candidates and Section 7.2 with respect to any Product; provided, that, (a) it shall be a condition of any such sublicense that such Sublicensee agrees to be bound by all terms of this Agreement applicable to the Development or Commercialization, as the case may be, of Products in the Field in the Territory (including, without limitation, Article 6); (b) MERCK shall provide written notice to ARCHEMIX of any such proposed sublicense at least [***] days prior to such execution and provide copies to ARCHEMIX of each such sublicense in the form to be executed at least [***] business days prior to such execution; (c) if MERCK grants a sublicense to a Sublicensee, MERCK shall be deemed to have guaranteed that such Sublicensee will fulfill all of MERCK’s obligations under this Agreement applicable to the subject matter of such sublicense; and (d) MERCK shall not be relieved of its obligations pursuant to this Agreement as a result of such sublicense.

          7.4 Right to Subcontract. Each Party shall have the right to subcontract portions, but not all, of its responsibilities to be performed by it under the Annual Research Plan or Annual Development Plan in the normal course of its business, and to grant sublicenses for such activities, to any Third Party without the prior consent of the other Party; provided, that, (a) such subcontracting shall not involve the transfer of Confidential Information of the other Party to any Third Party unless the subcontracted party shall enter into a confidentiality agreement with the subcontracting Party in accordance with Article 6; (b) the subcontracting Party shall provide written notice to the other Party of any such proposed subcontract at least [***] days prior to such execution; (c) if a Party enters into a subcontract as provided in this Section 7.4, such Party shall be deemed to have guaranteed that such subcontractor will fulfill all of such Party’s obligations under this Agreement applicable to the subject matter of such subcontract; (d) such subcontracting Party shall not be relieved of its obligations pursuant to this Agreement as a result of such subcontract, and (e) in the event ARCHEMIX is the subcontracting Party, MERCK shall not be obligated to reimburse ARCHEMIX for any cost or expense related to such subcontracting unless MERCK has approved such subcontracting, and the related cost and expense, in the Annual Research Plan, the Annual Development Plan or otherwise in writing.

          7.5 No Other Rights. MERCK shall have no rights to use or otherwise exploit ARCHEMIX Technology, ARCHEMIX Patent Rights, or ARCHEMIX Proprietary Materials, and ARCHEMIX shall have no rights to use or otherwise exploit MERCK Technology, MERCK Patent Rights or MERCK Proprietary Materials, in each case, except as expressly set forth herein. Without limiting the generality of the foregoing or Section 11.3, MERCK shall have no right to practice the SELEX^® Process or to use the SELEX^® Technology for any reason or to research, develop, make, have made, use, offer for sale, distribute for sale, sell, import and have imported Diagnostic Products.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          7.6 Exclusivity.

               7.6.1 ARCHEMIX. During the Term, ARCHEMIX shall not, and shall cause each of its Affiliates to not, conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, develop or commercialize, or grant any license or other rights to any Third Party to utilize, any Proprietary Materials, Technology or Patent Rights Controlled in whole or in part by ARCHEMIX or any of its Affiliates for the purpose of researching, developing or commercializing (a) any Aptamer binding to a Program Target, or (b) any Collaboration Aptamer or Aptamer Derived therefrom, except for the conduct of Permitted Screening Activities and as otherwise provided under this Agreement.

               7.6.2 MERCK. During the Term, MERCK shall not, and shall cause each of its Affiliates to not conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is [***] to [***] or [***], or [***]or other [***] to any [***] to [***]MERCK [***] for the purpose of [***] to a [***] or any [***] that [***] to the [***], except as provided under this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS

          8.1 ARCHEMIX Intellectual Property Rights. ARCHEMIX shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all ARCHEMIX Technology and ARCHEMIX Patent Rights.

          8.2 MERCK Intellectual Property Rights. MERCK shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all MERCK Technology and MERCK Patent Rights.

          8.3 Joint Technology Rights. MERCK and ARCHEMIX shall jointly own all Joint Technology and Joint Patent Rights. Notwithstanding anything to the contrary contained in this Agreement or under Applicable Law, except to the extent exclusively licensed to one Party under this Agreement, the Parties hereby agree that either Party may use or license or sublicense to Affiliates or Third Parties all or any portion of its interest in Joint Technology, Joint Patent Rights or jointly owned Confidential Information or Proprietary Materials for any purposes without the prior written consent of the other Party, without restriction and without the obligation to provide compensation to the other Party, except as otherwise provided under this Agreement.

          8.4 Patent Coordinators. ARCHEMIX and MERCK shall each appoint a patent coordinator reasonably acceptable to the other Party (each, a “Patent Coordinator”) to serve as such Party’s primary liaison with the other Party on matters relating to patent filing, prosecution, maintenance and enforcement. Each Party may replace its Patent Coordinator at any time by notice in writing to the other Party. The initial Patent Coordinators shall be:

For ARCHEMIX:	[***]
For MERCK:	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          8.5 Inventorship. In case of a dispute between ARCHEMIX and MERCK over inventorship and, as a result, whether any particular Technology is ARCHEMIX Technology, MERCK Technology or Joint Technology, such dispute shall be resolved by patent counsel who (and whose firm) is not at the time of the dispute, and was not at any time during the [***] years prior to such dispute, performing services for either of the Parties, such patent counsel to be selected by the Patent Coordinators. Expenses of such patent counsel shall be shared equally by the Parties.

          8.6 Cooperation. Each Party shall cooperate with the other Party to effect the intent of this Article 8, including without limitation by executing documents and making its employees and independent contractors available to execute documents as necessary to achieve the foregoing allocation of ownership rights.

     9. FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS

          9.1 Patent Filing, Prosecution and Maintenance

               9.1.1 MERCK’s Prosecution Rights.

                    (a) Program Technology. Subject to Sections 9.1.4 and 9.1.5, MERCK, acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance in the countries listed on Schedule 8, at its sole cost and expense, of Patent Rights covering MERCK Program Technology; provided, that, ARCHEMIX, acting through patent counsel or agents of its choice, shall have the right but not the obligation, for each Program Target, to prepare on MERCK’s behalf and with MERCK’s approval the first patent application disclosing the corresponding Collaboration Aptamers. MERCK shall have no right or responsibility with respect to the preparation, filing, prosecution and/or maintenance of any claims within the Licensed Patent Rights that relate to any Failed Compound, Waived Compound or Terminated Compound or their manufacture, formulation, delivery, or use. MERCK shall nationalize such filings in the European Patent Office and the other countries or regional offices listed on Schedule 8 and shall validate such filings in the EPO contracting states as detailed in Schedule 8 hereto and the contracting states of any other regional offices identified on Schedule 8 and, at MERCK’s sole discretion, in any other country. At MERCK’s request, ARCHEMIX shall cooperate with MERCK in all reasonable respects in connection with such preparation, filing, prosecution and maintenance of such Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable to Licensed Patent Rights. For purposes of clarity, notwithstanding anything to the contrary herein, MERCK shall have no rights to prepare, file, prosecute and/or maintain any (1) Licensed Patent Rights related to the SELEX^® Process or SELEX^® Technology, or (2) Patent Rights included in the SELEX^® Portfolio.

                    (b) MERCK Background Technology. MERCK, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of all Patent Rights covering MERCK Background Technology.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               9.1.2 ARCHEMIX Prosecution Rights.

                    (a) Program Technology. ARCHEMIX, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of Patent Rights covering ARCHEMIX Program Technology. At ARCHEMIX’ request, MERCK shall cooperate with and assist ARCHEMIX in all reasonable respects, at ARCHEMIX’ expense, in connection with such preparation, filing, prosecution and maintenance of such Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable.

                    (b) ARCHEMIX Background Technology. ARCHEMIX, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of all Patent Rights covering ARCHEMIX Background Technology.

               9.1.3 Joint Prosecution.

                    (a) Certain Program Technology. Notwithstanding anything to the contrary in Section 9.1.1(a) or 9.1.2(a), with respect to Patent Rights that contain one or more claims that cover both Program Aptamer-Specific Technology and ARCHEMIX Program Technology, unless the Parties in good faith otherwise agree, (a) the Parties, acting through patent counsel or agents of its choice, shall separate such Patent Rights into separate patent applications seeking protection for Program Aptamer-Specific Technology and ARCHEMIX Program Technology, respectively, and (b) the Parties shall contemporaneously file the separate patent applications for such Patent Rights. Solely to the extent the Parties mutually determine it is not feasible to prepare and file separate patent applications covering such Technology: (i) the Parties shall be jointly responsible for the preparation, filing and maintenance of such Patent Rights; (ii) MERCK shall be responsible for the prosecution of any claims of such Patent Rights covering Program Aptamer-Specific Technology; (iii) ARCHEMIX shall be responsible for the prosecution of any claims of such Patent Rights covering ARCHEMIX Program Technology; and (iv) each Filing Party shall provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any application, amendment, submission or response filed pursuant to this Section 9.1.3(a); and (v) each Party shall be responsible for all expenses incurred by it for the preparation, filing prosecution and maintenance of any Patent Rights for which it has primary responsibility pursuant to this Section 9.1.3.

                    (b) Joint Patent Rights. In the case of Joint Patent Rights, the Parties shall meet through the JSC and/or the Patent Coordinators to discuss in good faith and agree upon the content and form of any application for a Joint Patent Right and hereby agree that only the application in the form as agreed between the Parties may be filed in respect of the Joint

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

53

Patent Rights. The Parties shall share the costs equally in respect of the preparation of the application, filing, prosecution, grant and maintenance of any Joint Patent Right jointly filed; and jointly instruct an appropriately qualified patent attorney to draft, file and prosecute the application and each Party will have equal control over the prosecution of the filing such that the patent attorney will only be able to act on unanimous instructions. In the event that one Party (i) is not interested, or (ii) not willing to equally share the related cost and expense, with respect to any Joint Patent Rights in a given country, then the other Party shall have the right, at its own cost and expense, to file for and prosecute such Joint Patent Rights in such country in both Parties’ names.

               9.1.4 Information and Cooperation. Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 9.1 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder for Program Technology and Development Program Technology and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology or Development Program Technology under this Section 9.1; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other activities. In addition, MERCK (a) agrees that if ARCHEMIX claims any action taken under Section 9.1.1(a) would be detrimental to Patent Rights covering ARCHEMIX Background Technology (including without limitation the SELEX^® Portfolio), ARCHEMIX shall provide written notice to MERCK and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

               9.1.5 Abandonment. If a Filing Party decides to abandon or to allow to lapse any of the Patent Rights covering any Program Technology or Development Program Technology for which it has responsibility, it shall inform the Non-Filing Party of such decision promptly and, in any event, so as to provide the Non-Filing Party a reasonable amount of time to meet any applicable deadline to establish or preserve such Patent Rights in such country or region. The Non-Filing Party shall have the right to assume responsibility for continuing the prosecution of such Patent Rights in such country or region and paying any required fees to maintain such Patent Rights in such country or region or defending such Patent Rights, through patent counsel or agents of its choice, which shall be at the Non-Filing Party’s sole expense. The Non-Filing Party shall not become an assignee of any such Patent Rights as a result of its assumption of any such responsibility. Upon transfer of such responsibility under this Section 9.1.5, the Filing Party shall promptly deliver to the Non-Filing Party copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and shall

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

54

take all actions and execute all documents reasonably necessary for the Non-Filing Party to assume such responsibility.

          9.2 Legal Actions.

               9.2.1 Third Party Infringement.

                    (a) Notice. In the event either Party becomes aware of (i) any possible infringement of any Licensed Patent Rights, MERCK Patent Rights or Joint Patent Rights through the Development or Commercialization of an Aptamer covered by the Program Aptamer-Specific Patent Rights, or (ii) the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act for a product that includes an Aptamer covered by the Program Aptamer-Specific Patent Rights (each, an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”).

                    (b) MERCK Right to Enforce.

                         (i) Enforcement of Section 9.1.1(b) Patent Rights. In the event that any Infringement relates to any Patent Rights covering MERCK Background Technology, MERCK shall have the sole right but not the obligation to enforce such claim.

                         (ii) Enforcement of Sections 9.1.1(a) Patent Rights and Certain 9.1.3 (a) Patent Rights. In the event that any Infringement relates to any Patent Right that MERCK is responsible for prosecuting pursuant to Sections 9.1.1(a) and/or 9.1.3, MERCK shall have the first right (but not the obligation) to enforce such claim, which may include the institution of legal proceedings or other action; provided, that, notwithstanding the foregoing, MERCK shall not admit the invalidity or unenforceability of any Licensed Patent Rights without ARCHEMIX’ prior written consent. MERCK shall keep ARCHEMIX reasonably informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. ARCHEMIX shall assist MERCK, upon request, in taking any action to enforce any such Patent Rights and shall join in any such action if deemed to be a necessary party. MERCK shall incur no liability to ARCHEMIX as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any such claim invalid, not infringed or unenforceable. All costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by MERCK. If MERCK does not take commercially reasonable steps to abate the Infringement of such Patent Rights within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then ARCHEMIX shall have the right and option to do so at its expense.

                    (c) ARCHEMIX Right to Enforce.

                         (i) Enforcement of Section 9.1.2(b) Patent Rights. In the event that any Infringement relates to any Patent Rights covering ARCHEMIX Background Technology, ARCHEMIX shall have the sole right but not the obligation to enforce such claim.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                         (ii) Enforcement of Section 9.1.2(a) Patent Rights and Certain 9.1.3(a) Patent Rights. In the event that any Infringement relates to any Patent Right that ARCHEMIX is responsible for prosecuting pursuant to Sections 9.1.2(a) and/or 9.1.3, ARCHEMIX shall have the first right (but not the obligation) to enforce such claim, which may include the institution of legal proceedings or other action. ARCHEMIX shall keep MERCK reasonably informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. MERCK shall assist ARCHEMIX, upon request, in taking any action to enforce any such Patent Rights and shall join in any such action if deemed to be a necessary party. ARCHEMIX shall incur no liability to MERCK as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any such claim invalid, not infringed or unenforceable. All costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by ARCHEMIX. If ARCHEMIX does not take commercially reasonable steps to abate the Infringement of such Patent Rights within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then MERCK shall have the right and option to do so at its expense. For purposes of clarity, notwithstanding anything to the contrary herein, MERCK shall have no rights to enforce any (1) ARCHEMIX Patents Rights covering the SELEX^® Process or SELEX^® Technology, or (2) the SELEX^® Portfolio.

                    (d) Joint Patent Rights. In the event of an Infringement of a Joint Patent Right, the Parties shall enter into good faith discussions as to whether and how to eliminate the Infringement. Subject to the foregoing, (i) ARCHEMIX shall have the first right and option to eliminate such Infringement by reasonable steps, which may include the institution of legal proceedings or other action and (ii) all costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by ARCHEMIX. If ARCHEMIX does not take or initiate commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then MERCK shall have the right and option to do so at its expense.

                    (e) Representation of Either Party. Each Party shall have the right to be represented by counsel that it selects in any legal proceedings or other action instituted under this Section 9.2.1 by the other Party.

                    (f) Cooperation by the Parties. In any action, suit or proceeding instituted under this Section 9.2.1, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party instituting such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. If a Party with the right to initiate legal proceedings under this Section 9.2.1 lacks standing to do so and the other Party has standing to initiate such legal proceedings, then the Party with standing shall initiate such legal proceedings at the request and expense of the other Party.

                    (g) Allocation of Recoveries. Any amounts recovered by MERCK pursuant to actions under Section 9.2.1(b)(ii), whether by settlement or judgment, shall be

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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allocated in the following order: (i) first, to reimburse MERCK and ARCHEMIX for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (ii) second (A) with respect to actual damages, then, to MERCK and ARCHEMIX [***] MERCK’s historic Net Sales of the Product or Products affected by the Infringement bears to ARCHEMIX’ historic royalties hereunder in respect of such Net Sales, in each case as determined in good faith, and (B) with respect to punitive, special or consequential damages, [***] percent ([***]%) to MERCK. Any amounts recovered by ARCHEMIX pursuant to actions under Section 9.2.1(c)(ii) shall be allocated in the following order: (X) first, to reimburse ARCHEMIX and MERCK for their reasonable out of pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (Y) then, [***]% to ARCHEMIX.

               9.2.2 Defense of Claims.

                    (a) Notice. In the event that a Third Party alleges that the conduct of the Research Program or the Development or Commercialization of an Optimized Lead Compound, Development Candidate or Product infringes the Patent Rights of a Third Party, the Party becoming aware of such allegation shall promptly notify the other Party hereof, in writing, reasonably detailing the claim.

                    (b) Third Party Suit Relating Primarily to Program Targets or Requested Chemistry.

                         (i) In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party relating specifically to the Program Targets by reason of activities conducted pursuant to this Agreement, (A) MERCK shall have the right and obligation to defend or otherwise resolve such action, suit or proceeding (e.g., by way of entering into a settlement agreement or consent) at its sole expense; (B) ARCHEMIX or any of its Affiliates or sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against ARCHEMIX or any of its Affiliates or sublicensees, ARCHEMIX may elect to defend itself at its sole expense; and (C) the Parties shall cooperate with each other in all reasonable respects in any such action, suit or proceeding. Settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne solely by MERCK.

                         (ii) In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement, by reason of activities conducted pursuant to this Agreement, of the Technology or Patent Rights of a Third Party relating specifically to the use of Requested Chemistry in (A) the Research Program or any Product independent of any challenge to the right to practice the SELEX^® Process or SELEX^® Technology or the SELEX^® Portfolio, (B) the Development of any Development Candidate, or (C) the Commercialization, including without limitation the manufacture, use or sale, of any Product, MERCK shall have the right and obligation to defend

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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or otherwise resolve such action, suit or proceeding (e.g., by way of entering into a settlement agreement or consent) at its sole expense.

                    (c) Third Party Suit Relating Primarily to the use of the SELEX^® Process or the SELEX™ Technology. In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party by reason of the use of the SELEX™ Process or the use of the SELEX^® Technology (excluding in either case any action, suit or proceeding based solely on the use of Requested Chemistry) in the conduct of the Research Program (i) ARCHEMIX shall have the right and obligation to defend or otherwise resolve such action, suit or proceeding (e.g., by way of entering into a settlement agreement or consent) at its sole expense; and (ii) MERCK or any of its Affiliates or Sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against MERCK or any of its Affiliates or Sublicensees, MERCK or its Affiliate or Sublicensee may elect to defend itself at its sole expense. Settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne solely by ARCHEMIX.

                    (d) Cooperation in Defense. The Parties shall cooperate with each other in all reasonable respects in any action, suit or proceeding under this Section 9.2.2. Each Party shall provide the other Party with prompt written notice of the commencement of any such suit, action or proceeding, or of any evidence or allegation of infringement of which such Party becomes aware, and shall promptly furnish the other Party with a copy of each communication relating to the alleged infringement that is received by such Party. The Party that is a party to the action, suit or proceeding shall not admit the invalidity of any patent within the Licensed Patent Rights, Joint Patent Rights or MERCK Patent Rights, nor settle such action, suit or proceeding in a manner that adversely affects the other Party’s rights under this Agreement, without the written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned.

          9.3 Trademark and Copyright Ownership Prosecution, Defense and Enforcement. MERCK shall own and be responsible for the filing, prosecution, maintenance, defense and enforcement of all Product Trademarks and copyrights created during the Research Program, Development and/or Commercialization at MERCK’s expense.

10. TERM AND TERMINATION

          10.1 Term. The term (“Term”) of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the end of the Research Program Term and, if MERCK is Developing a Development Candidate or Commercializing a Product as of the end of the Research Program Term, thereafter until (a) such time as MERCK is no longer Developing at least one (1) Development Candidate or (b) if, as of the time MERCK is no longer Developing at least one (1) Development Candidate, MERCK is Commercializing a Product, such time as all Royalty Terms for all Products have ended, unless earlier terminated in accordance with the provisions of this Article 10. Thereafter MERCK’s rights and licenses contained herein shall

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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revert to a non-exclusive, worldwide, fully paid up and perpetual license to Commercialize a Product.

          10.2 Termination. This Agreement may be terminated at any time by either Party as follows:

               10.2.1 Unilateral Right to Terminate. MERCK may terminate this Agreement, effective upon not less than [***] days written notice to ARCHEMIX, (a) at any time on or after expiration of the Research Program Term, or (b) on and after the [***] anniversary of the Effective Date in the event that both [***] listed on Schedule 2A on the Effective Date have been designated as [***] and the Parties cannot [***] on any Targets to [***] such [***].

               10.2.2 Termination for Breach. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, for a material breach by the other Party of any term of this Agreement that remains uncured for [***] days ([***] days in the event that the breach is a failure of MERCK to make any payment required hereunder) after the non-breaching Party first gives written notice to the other Party of such breach and its intent to terminate this Agreement if such breach is not cured.

               10.2.3 Termination for Insolvency. In the event that either Party files for protection under bankruptcy laws, makes a general assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its business, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not dismissed or stayed within [***] days of the filing thereof, the other Party may terminate this Agreement effective immediately upon written notice to such Party. In connection therewith, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the United States Bankruptcy Code.

          10.3 Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to Section 10.2, the following provisions shall apply, as applicable.

               10.3.1 Termination Pursuant to Section 10.2.1. If this Agreement is terminated by MERCK pursuant to Section 10.2.1:

                    (a) MERCK shall make a [***] payment to ARCHEMIX no later than the effective date of termination equal to the difference between (i) the greater of the Minimum FTE Funding Commitment and the actual FTE Costs incurred by ARCHEMIX through the effective date of termination and (ii) the aggregate amount of all payments made by MERCK to ARCHEMIX for FTE Costs incurred in accordance with Section 5.3 through the effective date of termination and all accrued and agreed Third Party Costs;

                    (b) all licenses granted to MERCK under Article 7 to any Collaboration Aptamers as of the effective date of termination, if any, shall immediately terminate and all such Lead Compounds, Optimized Lead Compounds, Development Candidates

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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and Products shall be Terminated Compounds, and ARCHEMIX shall have no further obligations under Section 7.6.1

                    (c) each Party shall promptly return all Confidential Information and Proprietary Materials of the other Party that are not subject to a continuing license hereunder; provided, that, each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder;

                    (d) upon request of ARCHEMIX, MERCK and ARCHEMIX shall agree on a transition plan pursuant to which MERCK will transfer to ARCHEMIX all of its right, title and interest in Terminated Compounds to ARCHEMIX which transition plan shall, depending on the stage of development of the Terminated Compounds, obligate MERCK to:

                         (i) grant to ARCHEMIX an exclusive, worldwide, royalty-free, paid-up license under all Product Trademarks applicable to the Terminated Compounds, if any;

                         (ii) transfer to ARCHEMIX all of its right, title and interest in all Regulatory Filings, Drug Approval Applications and Regulatory Approvals then in its name applicable to the Terminated Compounds, if any;

                         (iii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect such transfer;

                         (iv) provide ARCHEMIX with copies of all correspondence between MERCK and such Regulatory Authorities relating to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals;

                         (v) unless expressly prohibited by any Regulatory Authority, transfer control to ARCHEMIX of all clinical trials of the Terminated Compounds being conducted as of the effective date of termination and continue to conduct such trials at its expense for up to [***] months to enable such transfer to be completed without interruption of any such trial, unless ARCHEMIX demonstrates to MERCK to MERCK’s satisfaction that ARCHEMIX shall not be able to assume such clinical trials within [***] months, in which case MERCK shall continue to conduct such trials for up to [***] additional months;

                         (vi) assign (or cause its Affiliates to assign) to ARCHEMIX all agreements with any Third Party with respect to the conduct of clinical trials for the Terminated Compounds including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case MERCK shall cooperate with ARCHEMIX in all reasonable respects to secure the consent of such Third Party to such assignment);

                         (vii) provide ARCHEMIX with all supplies of the Terminated Compounds in the possession of MERCK or any Affiliate or contractor of MERCK;

                         (viii) provide ARCHEMIX with copies of all reports and data generated or obtained by MERCK or its Affiliates pursuant to this Agreement that relate to any Terminated Compounds that have not previously been provided to ARCHEMIX;

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                         (ix) reimburse ARCHEMIX for all internal and out-of-pocket costs incurred by ARCHEMIX in continuing the research and Development according to the pre-agreed Annual Development Plan of all the Terminated Compounds for a period of [***] days; and

                         (x) if MERCK has manufactured, is manufacturing or having manufactured any Terminated Compounds or any intermediate thereof: (i) MERCK shall, if requested by ARCHEMIX, supply ARCHEMIX with its requirements for all Terminated Compounds and intermediates for up to [***] months following such termination at a transfer price equal to [***] for the supply of such Terminated Compounds or intermediates, plus [***] percent ([***]%), (ii) within [***] days after ARCHEMIX’s request, MERCK shall provide to ARCHEMIX or its designee all information in its possession with respect to the manufacture of each such Terminated Compound or intermediate.

               10.3.2 Termination by MERCK Pursuant to Section 10.2.2. If this Agreement is terminated by MERCK pursuant to Section 10.2.2, the license granted by ARCHEMIX to MERCK pursuant to Section 7.1.1(b) shall survive solely as applied to Development Candidates being Developed by MERCK as of the effective date of termination, if any, and the license granted by ARCHEMIX to MERCK pursuant to Section 7.2 shall survive solely as applied to Products being Commercialized by MERCK as of the effective date of termination or Derived from Development Candidates being Developed by MERCK as of the effective date of termination, if any, in each case subject to MERCK’s continued payment of all milestone, royalty and other payments under and in accordance with this Agreement with respect thereto; provided, that, (a) to the extent the breach that gave rise to MERCK’s right to terminate under Section 10.2.2 is with regard to ARCHEMIX’s obligations under Section 7.6.1 then, solely with respect to the Aptamer or Collaboration Aptamer and Products Developed therefrom, that is the subject of such breach, the license granted by ARCHEMIX to MERCK under this Section 10.3.2(a) with respect to such Product shall survive as a fully paid-up, royalty-free license; and (b) to the extent the breach that gave rise to MERCK’s right to terminate under Section 10.2.2 is with respect to any other obligation of ARCHEMIX under this Agreement, all milestone, royalty and other payments applicable to such Products under this Agreement shall be [***] by [***] percent ([***]%).

               10.3.3 Termination by MERCK Pursuant to Section 10.2.3. If this Agreement is terminated by MERCK pursuant to Section 10.2.3, unless prohibited by Applicable Laws:

                    (a) the license set forth in Section 7.1.1(b) shall survive solely as applied to Development Candidates being Developed by MERCK as of the effective date of termination, if any, and the license set forth in Section 7.2 shall survive solely as applied to Products being Commercialized by MERCK as of the effective date of termination or Derived from Development Candidates being Developed by MERCK as of the effective date of termination, if any, subject to MERCK’s continued payment of [***] milestone, royalty and other payments under and in accordance with this Agreement with respect thereto; and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                    (b) each Party shall promptly return all Confidential Information and Proprietary Materials of the other Party that are not subject to a continuing license hereunder; provided, that, each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

               10.3.4 Termination by ARCHEMIX Pursuant to Section 10.2.2. If this Agreement is terminated by ARCHEMIX pursuant to Section 10.2.2 (including, without limitation, for breach by MERCK of its diligence obligations under Section 4.5):

                    (a) the provisions of Section 10.3.1 shall apply; and

                    (b) if such termination is effective prior to the end of the Research Program Term, (i) MERCK shall, on the effective date of termination, pay ARCHEMIX the balance of the Minimum FTE Funding Commitment that remains unpaid as of that date and (ii) the Research Program shall terminate without any further obligation of ARCHEMIX.

               10.3.5 Termination by ARCHEMIX Pursuant to Section 10.2.3. If this Agreement is terminated by ARCHEMIX pursuant to Section 10.2.3, unless prohibited by Applicable Laws, the provisions of Section 10.3.1 shall apply, except that MERCK shall have no obligation to continue to conduct any clinical trial.

          10.4 Rights and Duties of the Parties following Breach by MERCK of Diligence Obligations. If MERCK breaches its diligence obligations pursuant to Section 4.5 with respect to a given Program Target or Product, as the case may be, then in lieu of termination of this Agreement pursuant to Section 10.2.2, ARCHEMIX shall have the right, in its sole discretion, upon ten (10) days written notice to MERCK, to (i) convert the exclusive license granted to MERCK for each such Program Target to a non-exclusive license, in which case the provisions of Section 7.6.1 will not apply to such Program Target, or (ii) exercise its rights pursuant to Section 10.2.2 only on a Program Target-by-Program Target, Product-by-Product and country-by-country basis.

          10.5 Surviving Provisions. Termination or expiration of this Agreement for any reason shall be without prejudice to:

                    (a) the rights and obligations of the Parties provided in Section 3.4.1 (Record Keeping), Section 5.5.2 (Records; Audit Rights), Section 10.3 (Consequences of Termination of Agreement), Section 10.5 (Surviving Provisions), Section 13.1 (Arbitration), Section 13.4 (Governing Law), Section 13.9 (No Third Party Beneficiaries), Section 13.15 (Further Assurances), Article 6 (Confidentiality), Article 8 (Intellectual Property Rights), Sections 9.1.3(b) and 9.2.1(d) (Joint Patent Rights), Article 12 (Indemnification) and all other Sections or Articles referenced in any such Section or Article including Article 1, all of which shall survive such termination;

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                    (b) unless otherwise provided for in this Agreement, ARCHEMIX’s rights to receive royalties and milestone payments for the duration of all applicable Royalty Terms, if any; and

                    (c) any other rights or remedies provided at law or equity which either Party may otherwise have.

11. REPRESENTATIONS AND WARRANTIES

          11.1 Mutual Representations and Warranties. ARCHEMIX and MERCK each represents and warrants to the other, as of the Effective Date, as follows:

               11.1.1 Organization. It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement.

               11.1.2 Authorization. The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and will not violate (a) such Party’s certificate of incorporation or bylaws, (b) any agreement, instrument or contractual obligation to which such Party is bound in any material respect, (c) any requirement of any Applicable Law, or (d) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party.

               11.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions.

               11.1.4 No Inconsistent Obligation. It is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder.

          11.2 ARCHEMIX’ Representations and Warranties. ARCHEMIX represents and warrants to MERCK as follows:

               11.2.1 All Licensed Technology existing as of the Effective Date is Controlled by ARCHEMIX.

               11.2.2 All Licensed Patent Rights listed on Schedule 3 are Controlled by ARCHEMIX.

               11.2.3 To the Knowledge of ARCHEMIX, as of the Effective Date, except as previously disclosed to MERCK, no Third Party has initiated, or threatened in writing to initiate, any litigation against ARCHEMIX or its Affiliates, including, without limitation, by initiating any declaratory judgment lawsuit, or by sending a cease-and-desist letter, alleging that the Licensed Patent Rights

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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are invalid or unenforceable or that the use of the Licensed Patent Rights or Licensed Technology as contemplated by this Agreement infringes the Patent Rights of such Third Party.

               11.2.4 To the Knowledge of ARCHEMIX, as of the Effective Date, except as previously disclosed to MERCK, neither ARCHEMIX nor its Affiliates has received written notice from Gilead or URC or any other Third Party alleging that (a) either the ARCHEMIX-Gilead License Agreement or the URC License Agreement is not in full force and effect, (b) either the ARCHEMIX-Gilead License Agreement or the URC License Agreement is subject to any dispute, either in court or otherwise, and (c) ARCHEMIX or its Affiliates is in breach of the ARCHEMIX-Gilead License Agreement or the URC License Agreement, respectively.

          11.3 Acknowledgment of MERCK. MERCK acknowledges that the licenses granted to MERCK hereunder are subject to certain limitations and restrictions set forth in the ARCHEMIX-Gilead License Agreement and the URC License Agreement and agrees that MERCK shall comply with the terms of the ARCHEMIX-Gilead License Agreement and the URC License Agreement that ARCHEMIX is subject to thereunder. MERCK hereby acknowledges and agrees and covenants that (a) it may and will not use the SELEX^® Process or the SELEX^® Technology as described in the SELEX^® Portfolio for any reason, including without limitation (i) to research, make, use, sell, offer for sale, import or export any Aptamers for In Vitro Diagnostics, In Vivo Diagnostic Agents, or Radio Therapeutics or (ii) develop, modify, manufacture, have manufactured, export, import, use, sell or offer to sell (A) any Aptamer other than a Collaboration Aptamer, or (B) any Excluded Aptamer and/or any product containing an Excluded Aptamer; (b) under the ARCHEMIX-Gilead License Agreement and under the URC License Agreement, ARCHEMIX’ rights in the SELEX^® Process or the SELEX^® Technology as described in the SELEX^® Portfolio may revert to Gilead if ARCHEMIX, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of products and services utilizing the SELEX^® Process or the SELEX^® Technology; (c) in the event of any termination of the URC License Agreement, the licenses granted to MERCK hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, MERCK is not then in breach of this Agreement and MERCK agrees to be bound to UTC as the licensor under the terms and conditions of the URC License Agreement as described in the SELEX^® Portfolio; and (d) in the event of any termination of the ARCHEMIX-Gilead License Agreement, the licenses granted to MERCK hereunder shall remain in full force and effect in accordance with Section 2.3 of the ARCHEMIX-Gilead License Agreement; provided, that, MERCK agrees to be bound to Gilead as the licensor under the terms and conditions of the ARCHEMIX-Gilead License Agreement; and, provided, that, if the termination of the ARCHEMIX-Gilead License Agreement arises out of the action or inaction of MERCK, Gilead, at its option, may terminate such license.

12. INDEMNIFICATION

          12.1 Indemnification of MERCK by ARCHEMIX. ARCHEMIX shall indemnify, defend and hold harmless MERCK, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “MERCK Indemnitees”), against all liabilities, damages, losses and expenses (including, without limitation, reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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imposed upon the MERCK Indemnitees, or any one of them, as a direct result of claims, suits, actions, demands or judgments of Third Parties, including without limitation personal injury and product liability claims (collectively, “Claims”), arising out of (i) ARCHEMIX’s research and development activities under this Agreement, and (ii) the development, manufacture, use or sale of any Failed Compound, Waived Compound or Terminated Compound by ARCHEMIX or any of its Affiliates, sublicensees, distributors or agents, except with respect to any Claim or Losses that result from a breach of this Agreement by, or the gross negligence or willful misconduct of, MERCK; provided, that, with respect to any Claim for which ARCHEMIX has an obligation to any MERCK Indemnitee pursuant to this Section 12.1 and MERCK has an obligation to any ARCHEMIX Indemnitee pursuant to Section 12.2, each Party shall indemnify each of the other Party’s Indemnitees for its Losses to the extent of its responsibility, relative to the other Party, for the facts underlying the Claim.

          12.2 Indemnification of ARCHEMIX by MERCK. MERCK shall indemnify, defend and hold harmless ARCHEMIX, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (the “ARCHEMIX Indemnitees”), against any Losses incurred by or imposed upon the ARCHEMIX Indemnitees, or any one of them, as a direct result of Claims arising out of the Development of any Development Candidate or the Commercialization (including, without limitation, the production, manufacture, promotion, import, sale or use by any Person) of any Product by MERCK or any of its Affiliates, Sublicensees, distributors or agents, except with respect to any Claim that results from a breach of this Agreement by, or the gross negligence or willful misconduct of, ARCHEMIX; provided, that, with respect to any Claim for which ARCHEMIX has an obligation to any MERCK Indemnitee pursuant to Section 12.1 and MERCK has an obligation to any ARCHEMIX Indemnitee pursuant to this Section 12.2, each Party shall indemnify each of the other Party’s Indemnitees for its Losses to the extent of its responsibility, relative to the other Party, for the facts underlying the Claim.

          12.3 Indemnification of Gilead and UTC by MERCK. If, and solely to the extent, legally required by the ARCHEMIX-Gilead License Agreement, MERCK shall indemnify, defend and hold harmless Gilead, its Affiliates and UTC and any of their respective directors, officers, employees and agents (each, a “Gilead Indemnitee”), from and against any Losses that are incurred by a Gilead Indemnitee as a result of any Claims, to the extent such Claims arise out of the possession, research, development, manufacture, use, offer for sale, sale or other commercialization, distribution, administration, storage or transport, by MERCK or its Affiliates or Sublicensees of (a) any Aptamers or Licensed Products, or (b) any other products, services and activities developed by MERCK relating to the Covered Intellectual Property, including any Licensed Products, Aptamers or Documentation (as such terms are defined in the ARCHEMIX-Gilead License Agreement), except with respect to any Claim or Losses that result from the activities of ARCHEMIX under the ARCHEMIX-Gilead License Agreement.

          12.4 Conditions to Indemnification. A Person seeking recovery under this Article 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 12, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim; provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

          12.5 Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY AND NONINFRINGEMENT.

          12.6 No Warranty of Success. Nothing contained in this Agreement shall be construed as a warranty on the part of either Party that (a) the Research Program will yield any Lead Compound, Optimized Lead Compound or Development Candidate or otherwise be successful, (b) any Development Program will yield a Product or otherwise be successful or (c) the outcome of the Research Program or any Development Program will be commercially exploitable in any respect.

          12.7 Limited Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR (I) ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST REVENUES, OR (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY.

13. MISCELLANEOUS

          13.1 Arbitration.

               13.1.1 Full Arbitration. Any dispute, controversy or claim arising between the Parties with respect to this Agreement, including any dispute, controversy or claim relating to any Excepted Decision (each, a “Dispute”), shall be resolved by binding arbitration before a panel of three (3) arbitrators in accordance with the rules of the ICC in effect at the time the proceeding is initiated; provided, that, any Dispute as to an Excepted Decision shall be resolved pursuant to Section 13.1.2. In any such arbitration, the following procedures shall apply:

                    (a) The panel will be comprised of one arbitrator chosen by MERCK, one by ARCHEMIX and the third by the two so chosen. If either, or both, of MERCK or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

66

ARCHEMIX fails to choose an arbitrator or arbitrators within thirty (30) days after receiving notice of commencement of arbitration or if the two arbitrators fail to choose a third arbitrator within thirty (30) days after their appointment, then either or both Parties shall immediately request that the ICC select the remaining number of arbitrators to be selected, which arbitrator(s) shall have the requisite scientific background, experience and expertise. The place of arbitration shall be New York, New York.

                    (b) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration decision is rendered or the Dispute is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Dispute pursuant to this Section 13.1.1. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees in connection with any such arbitration; provided, that, the non-prevailing Party shall pay the costs and expenses incurred by the prevailing Party in connection with any such arbitration, including reasonable attorneys’ fees and costs. The Parties acknowledge that while Section 13.4 shall apply to any such Dispute, it is the intention of the Parties not to use the discovery rules of the State of New York in connection with any such Dispute.

                    (c) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither Party nor any arbitrator may disclose the existence or results of any arbitration without the prior written consent of both Parties. In no event shall any arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Dispute would be barred by the applicable New York statute of limitations.

                    (d) In the event of a Dispute involving the alleged breach of this Agreement (including, without limitation, whether a Party has satisfied its diligence obligations hereunder), (i) neither Party may terminate this Agreement under Section 10.2.2 until resolution of the Dispute pursuant to this Section 13.1.1 and (ii) if the arbitrators render a decision that a breach of this Agreement has occurred, the arbitrators shall have no authority to modify the right of the non-breaching Party to terminate this Agreement in accordance with Section 10.2.2.

                    (e) Any disputed performance or suspended performance pending the resolution of a Dispute that the arbitrators determine to be required to be performed by a Party shall be completed within a reasonable time period following the final decision of the arbitrators.

                    (f) The decision of the arbitrators shall be the sole, exclusive and binding remedy between the Parties regarding the determination of all Disputes presented. Any monetary payment to be made by a Party pursuant to a decision of the arbitrators shall be made in United States dollars, free of any tax or other deduction.

               13.1.2 Accelerated Arbitration. To the extent a Dispute submitted to arbitration by a Party under Section 13.1.1 is claimed, by either Party, to involve an Excepted Decision, the following procedures shall apply:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

67

                    (a) The Parties shall mutually select a single independent, conflict-free arbitrator (the “Expert”), who shall have sufficient scientific background and experience to resolve the Dispute. If the Parties are unable to reach agreement on the selection of an Expert within fifteen (15) business days after submission to arbitration, then either or both Parties shall immediately request that the ICC select an arbitrator with the requisite scientific background, experience and expertise. The place of arbitration shall be New York, New York.

                    (b) Each Party shall prepare and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Expert within thirty (30) days of the selection of the Expert. Upon receipt of such summaries from each Party, the Expert shall provide copies of the same to the other Party. Within thirty (30) days of the delivery of such summaries by the Expert, each Party shall submit a written rebuttal of the other Party’s summary and may also amend and re-submit its original summary. Oral presentations shall not be permitted unless otherwise requested by the Expert. The Expert shall make a final decision with respect to the Dispute within thirty (30) days following receipt of the last of such rebuttal statements submitted by the Parties. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Party that does not prevail in the arbitration proceeding shall pay the Expert’s fees and any administrative fees of arbitration.

          13.2 Change of Control.

               13.2.1 ARCHEMIX Change of Control.

                    (a) Notice. If ARCHEMIX enters into an agreement that results or, if the transaction contemplated thereby is completed, would result in a Change of Control, ARCHEMIX shall provide MERCK with prompt written notice describing such Change of Control in reasonable detail (the “ARCHEMIX Change of Control Notice”). The ARCHEMIX Change of Control Notice shall be provided by ARCHEMIX prior to execution of such agreement, if permitted under Applicable Laws and not prohibited by the terms of any agreement between ARCHEMIX and any Third Party, and otherwise as soon as practicable thereafter and, in any event, not later than promptly following the consummation of the transaction contemplated by such agreement.

                    (b) Change of Control Involving Competitive Entity. If the Change of Control that is described in the ARCHEMIX Change of Control Notice results or, if completed, would result in a Competitive Entity becoming an Affiliate of ARCHEMIX, then, within [***] days after such ARCHEMIX Change of Control Notice is provided by ARCHEMIX, MERCK shall have the right to provide written notice to ARCHEMIX, in its sole discretion, (i) if the ARCHEMIX Change of Control Notice is provided prior to expiration of the Research Program Term, [***] the Research Program (subject to MERCK’s obligation to [***] ARCHEMIX the [***] of the [***] that remains [***] as of on the effective date of termination pursuant to Section 5.3); (ii) if the ARCHEMIX Change of Control Notice is received at any time during the Term, (A) [***] ARCHEMIX’s [***] in any [***] pursuant to Article 4 (including ARCHEMIX’s right to [***] in the [***], [***] and [***]); (B) to the extent not mutually agreed as of the date of the ARCHEMIX Change of Control Notice is given, [***] ARCHEMIX’s right to [***] a [***] pursuant to Section 4.9.2; and (C) to the extent MERCK is prosecuting Program

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

68

Aptamer-Specific Patent Rights in accordance with Section 9.1.1(a), [***] MERCK’s obligation to [***] pursuant to Section 9.1.4 with respect to such Program Aptamer-Specific Patent Rights. In all other aspects, this Agreement remains unchanged. If MERCK should fail to give such notice to ARCHEMIX within such [***] day period, MERCK shall have no further rights under this Section 13.2.1 as a result of the Change of Control described in the ARCHEMIX Change of Control Notice.

                    (c) Change of Control Involving Competitive Program. If the Change of Control that is described in the ARCHEMIX Change of Control Notice involves a Third Party that has a Competitive Program, then, notwithstanding any provision hereof, the existence and continuation of such Competitive Program in any respect following the Change of Control shall not be deemed to be a breach of this Agreement.

               13.2.2 MERCK Change of Control.

                    (a) Notice. If MERCK enters into an agreement that results or, if the transaction contemplated thereby is completed, would result in a Change of Control, MERCK shall provide ARCHEMIX with prompt written notice describing such Change of Control in reasonable detail (the “MERCK Change of Control Notice”). The MERCK Change of Control Notice shall be provided by MERCK prior to execution of such agreement, if permitted under Applicable Laws and not prohibited by the terms of any agreement between MERCK and any Third Party, and otherwise as soon as practicable thereafter and, in any event, not later than promptly following the consummation of the transaction contemplated by such agreement.

                    (b) Change of Control Involving Competitive Program. If the Change of Control that is described in the MERCK Change of Control Notice involves a Third Party that has a Competitive Program, then, notwithstanding any provision hereof, the existence and continuation of such Competitive Program in any respect following such Change of Control shall not be deemed to be a breach of this Agreement; provided, that, each chemical compound or product that is part of the Competitive Program shall be deemed to be an Optimized Lead Compound, Development Candidate or Product in the event such chemical compound or product meets standards or criteria hereunder for Optimized Lead Compounds, Development Candidates or Products, and shall be subject to royalty payments as set forth in this Agreement (but not milestone payments) applicable to Optimized Lead Compounds, Development Candidates and Products.

          13.3 Notices. All notices and communications shall be in writing and delivered personally or by courier or mailed via certified mail, return receipt requested, addressed as follows, or to such other address as may be designated from time to time:

If to MERCK:	If to ARCHEMIX:
MERCK KGaA
Legal Department	Archemix Corp.
Frankfurter Str. 250	300 Third Street
64293 Darmstadt	Cambridge, MA 02142

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

69

Germany	Tel: (617) 621-7700
Tel: +49 6151 72 0	Fax: (617) 621-9300
Fax: +49 6151 72 [***]	Attention: Chief Executive Officer
	Attention: General Counsel
	With a copy to:
	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	One Financial Center
	Boston, Massachusetts 02111
	Attention: John J. Cheney, Esq.
	Tel: (617) 542-6000
	Fax: (617) 542-2241

          In addition, all notices to the JPT or JSC shall be sent to each Party’s designees at such Party’s address stated above or to such other address as such Party may designate by written notice given in accordance with this Section 13.3.

          Except as otherwise expressly provided in this Agreement or mutually agreed in writing, any notice, communication or document (excluding payment) required to be given or made shall be deemed given or made and effective upon actual receipt or, if earlier, (a) three (3) business days after deposit with an internationally-recognized overnight express courier with charges prepaid, or (b) five (5) business days after mailed by certified, registered or regular mail, postage prepaid, in each case addressed to a Parties at its address stated above or to such other address as such Party may designate by written notice given in accordance with this Section 13.3.

          13.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the application of principles of conflicts of law.

          13.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.

          13.6 Headings. Section and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.

          13.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and both of which, together, shall constitute a single agreement.

          13.8 Amendment; Waiver. This Agreement may be amended, modified, superseded or canceled, and any of the terms of this Agreement may be waived, only by a written instrument executed by each Party or, in the case of waiver, by the Party or Parties waiving compliance. The delay or failure of either Party at any time or times to require performance of any provisions shall in no manner affect the rights at a later time to enforce the same. No waiver by either Party of any condition or of the breach of any term contained in this Agreement, whether by conduct,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

70

or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement.

          13.9 No Third Party Beneficiaries. Except as set forth in Sections 12.1, 12.2 and 12.3, no Third Party (including, without limitation, employees of either Party) shall have or acquire any rights by reason of this Agreement.

          13.10 Purposes and Scope. The Parties hereto understand and agree that this Collaboration is limited to the activities, rights and obligations as set forth in this Agreement. Nothing in this Agreement shall be construed (a) to create or imply a general partnership between the Parties, (b) to make either Party the agent of the other for any purpose, (c) to alter, amend, supersede or vitiate any other arrangements between the Parties with respect to any subject matters not covered hereunder, (d) to give either Party the right to bind the other, (e) to create any duties or obligations between the Parties except as expressly set forth herein, or (f) to grant any direct or implied licenses or any other right other than as expressly set forth herein.

          13.11 Assignment and Successors. Neither this Agreement nor any obligation of a Party hereunder may be assigned by either Party without the consent of the other which shall not be unreasonably withheld, except that each Party may assign this Agreement and the rights, obligations and interests of such Party, in whole or in part, to any of its Affiliates, to any purchaser of all or substantially all of its assets or all or substantially all of its assets to which this Agreement relates or to any successor corporation resulting from any merger, consolidation, share exchange or other similar transaction.

          13.12 Force Majeure. Neither MERCK nor ARCHEMIX shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to a Force Majeure. In event of such Force Majeure, the Party affected shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

          13.13 Interpretation. The Parties hereto acknowledge and agree that: (a) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement; and (c) the terms and provisions of this Agreement shall be construed fairly as to each Party and not in a favor of or against either Party, regardless of which Party was generally responsible for the preparation of this Agreement.

          13.14 Integration; Severability. This Agreement is the entire agreement with respect to the subject matter hereof and supersedes all other agreements and understandings between the Parties with respect to such subject matter. If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, it is the intention of the Parties that the remainder of the Agreement shall not be affected.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

71

          13.15 Further Assurances. Each of ARCHEMIX and MERCK agrees to duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including, without limitation, the filing of such additional assignments, agreements, documents and instruments, as the other Party may at any time and from time to time reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes of, or to better assure and confer unto such other Party its rights and remedies under, this Agreement.

[Remainder of page intentionally left blank.]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

72

          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

ARCHEMIX CORP.
By:
Name:
Title:
MERCK KGaA
	ppa.            i.V.
By:
[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

73

SCHEDULE 1

OPTIMIZED LEAD COMPOUND SELECTION CRITERIA

[Lead Compound is ready for efficacy testing in animal models including, at a minimum, binding affinity, specificity, activity, size, and rodent PK criteria but shall not include animal efficacy, animal toxicology, process development or cost of goods criteria.]

Optimized Lead Selection Criteria

• [***] for [***] is [***] or [***] to [***]

• [***] in [***] with an [***] and an [***].

• [***] for the [***] (e.g., no [***] to [[***]]).*

• [***] to [***] (e.g., to [***] of [***] with an [***], [***]% of [***] in [***] and [***]% of [***]).

• [***] (e.g., [***] on [***]).

• [***] as [***] by [***] of [***], a [***] of the [***], or [***] of [***].*

• [***] can be [***] using [***] with [***].

• [***] can be [***] for [***] at [***] and [***] of [***] and with [***] and [***].

• [***] for [***] use as [***] using [***] that [***] (e.g., [***]).

• [***] does not [***] an [***] in the [***] of [***] to [***] other [***]).

*Specific criteria would be [***] on a [***], reflecting [***] for each program and [***] of [***], and approved by the JSC:

• [***]

• [***] of the [***] for its [***] (e.g. [***])

• [***] and [***] for [***]

• [***]

Comments

• [***] include [***] but not [***]. [***] with [***] provides a [***] for [***] from [***].

• The [***] of [***] is [***] by [***] the [***] of [***]. No efforts at [***] are envisioned [***] to [***].

• [***] for [***], etc.) have yet to be established. We have [***] any [***] for [***] in these [***] up to [***] of [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 1-1

SCHEDULE 2A

PROGRAM TARGETS

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 2A-1

SCHEDULE 2B

REPLACEMENT TARGETS

• [***]

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 2B-1

SCHEDULE 3

LICENSED PATENT RIGHTS

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-1

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]			[***]	[***]
[***]	[***]			[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-2

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-3

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-4

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-5

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-6

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-7

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]			[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-8

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-9

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-10

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]

[***] [***] [***] [***] [***] [***]   [***]   [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-11

[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-12

[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-13

[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-14

[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-15

[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-16

[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-17

SCHEDULE 4

EXCLUDED APTAMERS

• [***]

• [***]

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 4-1

SCHEDULE 5

EXCLUDED TARGETS

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 5-1

SCHEDULE 6

DEVELOPMENT CANDIDATE SELECTION CRITERIA

Development Candidate Selection Criteria

• [***] from [***] and [***] of [***] and [***] in [***] (e.g., [***] (or [***]) by a [***]).

• [***] of [***] with [***] or [***] of [***] with [***] to [***] of [***] in [***] and [***] with the [***].

• [***] in [***] appears [***] for the [***].

• [***] and [***].

• [***]

• [***] with [***], as defined [***] the [***] (thus no [***])

(If [***] requires [***] of [***])

o [***] remain [***] than a [***] (as measured by [***]) [***] the [***] (e.g., after [***]).

• (If [***] requires [***])

o [***] after [***] in [***], with [***] to [***].

o With [***] in [***], no [***] of [***] in [***] of [***] the [***] (e.g., after [***]) which would result in a [***] in the [***] to [***] of [***].

• (If [***])

o [***] of [***]

o [***] and [***] must permit a [***] that can [***] be [***] though a [***] or [***].

o [***] at [***] in [***] at [***] and [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 6-1

SCHEDULE 7

FORM OF PRESS RELEASE

Merck KGaA and Archemix to Collaborate on Aptamer-Based Cancer Therapeutics

Darmstadt, January xx, 2007 – Merck KGaA announced today that it has signed a multi-year, multi-target agreement with Archemix Corp. of Cambridge, Massachusetts, that focuses on the discovery, development, and commercialization of first-in-class aptamer-based therapeutics to treat cancer.

Under terms of the agreement, Archemix will receive an upfront payment and committed research funding of as much as $10 million. Archemix also could receive milestones and royalty payments for products successfully commercialized under the collaboration. In addition, Archemix may participate in the co-promotion of products that result from the collaboration. Other financial terms were not disclosed.

“Archemix is the leader in the field of aptamers, a new class of drugs that has tremendous potential in the battle against cancer,” said Dr. Bernhard Kirschbaum, Executive Senior Vice President and Director of Research for Merck Serono. “We hope this collaboration will further our efforts to provide physicians and oncology patients with innovative, targeted cancer treatments.”

Dr. Errol De Souza, President and Chief Executive Officer of Archemix, commented: “Merck is a recognized global leader in oncology drug development and marketing and we are excited to be working with them to apply our scientific expertise in developing novel aptamer therapeutics for cancer. This alliance is the fourth major partnership we have formed over the past 6 months and is consistent with our strategy to enable partners to leverage aptamers as drugs on a target by target basis.”

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 7-1

About Aptamers

Aptamers are single-stranded nucleic acids that form well-defined three-dimensional shapes, allowing them to bind target molecules in a manner that is conceptually similar to antibodies. Aptamers combine the optimal characteristics of small molecules and antibodies, including high specificity and affinity, chemical stability, low immunogenicity and the ability to target protein-protein interactions. In contrast to monoclonal antibodies, aptamers are chemically synthesized rather than biologically expressed, offering a significant cost advantage.

About Archemix Corp.

Archemix Corp. is a privately-held biopharmaceutical company based in Cambridge, Massachusetts. The company’s mission is to develop aptamers as a class of directed therapeutics for the prevention and treatment of human disease. Because of their unique properties and proven efficacy, aptamers offer an alternative to biologics and small molecules in numerous applications and offer the potential to be a major class of drugs for the treatment of unmet medical needs.

Archemix’s aptamer expertise is complemented by a robust patent estate comprised of over 220 issued and 230 pending patents covering the identification, composition, and use of therapeutic aptamers. In addition to the company’s core aptamer generation technology, Archemix possesses strong expertise in both pre-clinical and clinical drug development. Further information on Archemix can be found at www.archemix.com.

All Merck Press Releases are distributed by e-mail at the same time they become available on the Merck Website. Please go to http://www.subscribe.merck.de to register online, change your selection or discontinue this service.

Merck is a global pharmaceutical and chemical company with sales of EUR 5.9 billion in 2005, a history that began in 1668, and a future shaped about 35,000 employees in 56 countries. Its success is characterized by innovations from entrepreneurial employees. Merck’s operating activities come under the umbrella of Merck KGaA, in which the Merck family holds a 73% interest and free shareholders own the remaining 27%. In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been an independent company ever since.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 7-2

Archemix and Merck KGaA to Collaborate on Aptamer-Based Cancer Therapeutics

CAMBRIDGE, MA – January XX, 2007 – Archemix Corp. announced today that it has signed a multi-year, multi-target agreement with Merck KGaA of Darmstadt, Germany, that focuses on the discovery, development, and commercialization of first-in-class aptamer-based therapeutics to treat cancer.

Under terms of the agreement, Archemix will receive an upfront payment and committed research funding of as much as $10 million. Archemix also could receive milestones and royalty payments for products successfully commercialized under the collaboration. In addition, Archemix may participate in the co-promotion of products that result from the collaboration. Other financial terms were not disclosed.

Dr. Errol De Souza, President and Chief Executive Officer of Archemix, commented: “Merck is a recognized global leader in oncology drug development and marketing and we are excited to be working with them to apply our scientific expertise in developing novel aptamer therapeutics for cancer. This alliance is the fourth major partnership we have formed over the past six months and is consistent with our strategy to enable partners to leverage aptamers as drugs on a target by target basis.”

“Archemix is the leader in the field of aptamers, a new class of drugs that has tremendous potential in the battle against cancer,” said Dr. Bernhard Kirschbaum, Executive Senior Vice President and Director of Research for Merck Serono. “We hope this collaboration will further our efforts to provide physicians and oncology patients with innovative, targeted cancer treatments.”

About Aptamers

Aptamers are single-stranded nucleic acids that form well-defined three dimensional shapes, allowing them to bind target molecules in a manner that is conceptually similar to antibodies. Aptamers combine the optimal characteristics of small molecules and antibodies, including high specificity and affinity, chemical stability, low immunogenicity and the ability to target protein-protein interactions. In contrast to monoclonal antibodies, aptamers are chemically synthesized rather than biologically expressed, offering a significant cost advantage.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 7-3

About Archemix Corp.

Archemix Corp. is a privately-held biopharmaceutical company based in Cambridge, Massachusetts. The company’s mission is to develop aptamers as a class of directed therapeutics for the prevention and treatment of human disease. Because of their unique properties and proven efficacy, aptamers offer an alternative to biologics and small molecules in numerous applications and offer the potential to be a major class of drugs for the treatment of unmet medical needs.

Archemix’s aptamer expertise is complemented by a robust patent estate comprised of over 220 issued and 230 pending patents covering the identification, composition, and use of therapeutic aptamers. In addition to the company’s core aptamer generation technology, Archemix possesses strong expertise in both pre-clinical and clinical drug development. Further information on Archemix can be found at www.archemix.com.

     About Merck

Merck is a global pharmaceutical and chemical company with sales of EUR 5.9 billion in 2005, a history that began in 1668, and a future shaped by about 35,000 employees in 56 countries. Its success is characterized by innovations from entrepreneurial employees. Merck’s operating activities come under the umbrella of Merck KGaA, in which the Merck family holds a 73% interest and free shareholders own the remaining 27%. In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been an independent company ever since.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 7-4

SCHEDULE 8

REGIONAL OFFICES OR COUNTRIES IN WHICH
PATENT APPLICATIONS ARE TO BE NATIONALIZED
OR OTHERWISE PROSECUTED, FILED AND MAINTAINED

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]

* [***]

In addition, any country not listed above in which MERCK customarily pursues patent protection for a commercial product, taking into account all relevant factors (including, as applicable and without limitation, stage of development, mechanism of action, efficacy and safety relative to competitive products in the marketplace, actual or anticipated Regulatory Authority approved labeling, the nature and extent of market exclusivity (including patent coverage and regulatory exclusivity), cost and likelihood of obtaining Commercialization Regulatory Approval, actual or projected profitability and availability of capacity to manufacture and supply for commercial sale).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 8-1

SCHEDULE 9

MATERIAL TERMS TO BE INCLUDED IN
FORM OF CO-PROMOTION AGREEMENT

     The Co-Promotion Agreement is to be negotiated by the Parties in accordance with Section 4.9.2 and shall contain the following material terms. Capitalized terms used in this Schedule 9 and not otherwise defined have the meanings given to them in the Agreement.

     1. Joint Marketing Committee.

          (a) Establishment. [***] of the [***] but in [***], ARCHEMIX and MERCK shall [***] ARCHEMIX and MERCK [***], which shall have and [***].

          (b) Membership. Each of ARCHEMIX and MERCK shall [***] to the [***] by the[***], one of [***], on a [***] to the [***].

          (c) Meetings.

                         (i) Schedule of Meetings; Agenda. [***], without [***] for the [***] and its [***]by any [***] (or, if such [***] to be [***] to the [***]; provided, that, [***], either before or after such [***] of any [***], unless such [***] for the [***] to its [***]; provided, that, [***] for each [***].

                         (ii) Quorum; Voting; Decisions. [***] of the [***]; provided, that, [***] from the [***]. Whenever [***] by the [***] in which the [***]of the [***] or by [***] of the [***], which shall not [***].

          (d) Responsibilities. [***] shall be [***] in the [***] shall have the [***]:

                         (i) the [***] for the [***] of each [***];

                         (ii) [***] of a [***] for each [***] in the [***];

                         (iii) [***] and [***] for [***];

                         (iv) [***] and the [***] of all [***] in the [***], but [***];

                         (v) [***] of [***] in the [***];

                         (vi) [***] and any [***] in the [***];

                         (vii) [***] to [***];

                         (viii) [***] to be [***] to [***] to [***];[***] to the [***] to[***]; and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 9-1

                         (ix) [***] as may be [***], or by [***] of the [***].

          (e) Dispute Resolution. The [***]. In the event that, [***] on a [***] after the [***], then the [***].

     2. Co-Promotion Plan. The [***] for the [***], but not be [***] in the [***] and [***] for such [***] for such [***] for such [***] shall be [***] ARCHEMIX’S [***] and shall be [***] and [***] MERCK’s and ARCHEMIX’s [***]r.

     3. Labeling. [***] MERCK and ARCHEMIX. The [***] and [***] in the [***] and [***] or in the [***].

     4. Co-Promotion Rights.

          (a) ARCHEMIX and MERCK [***] is to [***] of the [***] for [***] that the [***] to the [***] but [***]; provided, that, the [***] of the [***] and the [***] in such [***] as the [***] for the [***] of such [***] with the [***] from which each [***] and [***] of [***] that it may be [***]shall be [***] to be [***].

          (b) The [***] to the [***] with a [***]. It is [***] to the [***]. With respect to each [***] as the [***] to be [***].

          (c) MERCK s[***] ARCHEMIX a [***]MERCK [***] the MERCK [***] and MERCK [***].

          (d) ARCHEMIX and MERCK [***] if that [***] that is [***] that is [***] shall be [***] that its [***] and/or the [***] of the [***] with an [***] for the [***] for its [***] in the [***].

     5. Commercialization Efforts. [***] with the [***], and to [***] with each [***] out such [***].

     6. Co-Promotion Marketing and Sales Plan and Budget.

          (a) Preparation of Plan and Budget. MERCK, [***]ARCHEMIX, [***] for each [***] for the [***], and each such [***] shall be [***] by the [***]; provided, that each such [***] with ARCHEMIX’s [***] but not be[***] and [***] for the [***] in the [***] and [***] for the [***] for each [***] for the [***]. Each [***] of the [***] shall be [***] to the [***] by a [***], but no [***].

          (b) Changes to Plans/Budgets. [***] in a [***] of the [***] to the [***], MERCK [***]to the [***] with such [***] by MERCK [***].

          (c) Detail Audit Rights. [***] MERCK and ARCHEMIX [***] for a [***] from the [***] shall have the [***] of the [***] to the [***] at such [***] shall not be [***] in [***] in the course of [***], shall be [***] of the [***]. The [***] of such [***] in the [***] in the [***] by such [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 9-2

     7. Control Over Advertising and Detailing.

          (a) [***] in any [***] or other [***] (to be [***] with a [***] in the [***] and [***] by the [***].

          (b) [***] on the [***], but all [***] ARCHEMIX or MERCK and [***] shall be [***].

          (c) [***] shall be [***] with a [***] of the [***].

          (d) [***] with the [***] of the [***] of the [***] of the [***].

          (e) MERCK [***] and for [***] as may be [***]; and [***] but shall, in [***] with, and [***].

          (f) MERCK [***] for the [***].

          (g) [***] in any [***] or other [***] with a [***] unless the [***] by the [***] by the [***], but all [***] ARCHEMIX or MERCK [***] which is not [***] shall be [***]. Without the [***] of the [***] of the [***].

     8. Sales Efforts in the Co-Promotion Territory. As [***] for the [***] of the [***] for the [***] and [***] in the [***], of the [***] to be [***] with the [***] that ARCHEMIX [***] of the [***] to the [***] in an [***] with the [***] to each [***] in the [***] of such [***] of the [***] that it may be [***] in the [***], and, [***] in the [***] as it [***] to be [***].

     9. Training Program. [***] for the [***] of all [***] to be [***] in the [***] that is [***] that for the [***] and the [***] of such [***] as a [***] under this [***].

     10. Trademarks. MERCK [***], and MERCK [***]ARCHEMIX [***]MERCK [***] in the [***] all such [***] in the [***] for all [***] be the [***] of the [***] in the [***].

     11. Product Recalls. In the [***], or in the [***] that an [***] in the [***] and have [***] in the [***] by a [***] or to [***] in which [***], the [***] shall be [***] that ARCHEMIX [***], ARCHEMIX [***] MERCK. MERCK [***] or [***] of the [***] for such [***].

     12. Co-Promotion Mechanism.

          (a) Sales. [***] in the [***] MERCK. If, during the [***], ARCHEMIX [***] for a [***] MERCK.

          (b) Processing of Orders for Co-Promoted Products.

                         (i) [***] by MERCK [***] by MERCK in a [***] with the [***] by it in [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 9-3

                         (ii) MERCK [***] by it for a [***], that MERCK [***] on an [***], but only with [***] with the [***] by it with [***].

                         (iii) MERCK [***] with [***].

     13. Termination of Co-Promotion Participation. I[***], at the [***], ARCHEMIX [***] to MERCK, to [***] of any [***], provided that ARCHEMIX [***] from ARCHEMIX’ [***].

     14. Cost of Detailing. [***], in no event shall [***] to an [***] of the [***], such as [***] MERCK [***] ARCHEMIX.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 9-4

SCHEDULE 10

MERCK’S STANDARD EXCHANGE RATE METHODOLOGY APPLIED
IN ITS EXTERNAL REPORTING

MERCK’s standard exchange rate methodology uses the applicable [***] foreign exchange rate as published by the [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 10-1

SCHEDULE 11

Program Chemistries

[***]: [***] containing [***], or [***] of [***].

[***]:

[***]

[***]

[***]

[***]

[***]

[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 11-1

AMENDMENT TO COLLABORATIVE RESEARCH AND LICENSE AGREEMENT
BETWEEN ARCHEMIX CORP. AND MERCK KGaA DATED JANUARY 17, 2007

     This AMENDMENT TO COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 6, 2007, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Merck KGaA, a company organized under the laws of Germany with offices at Frankfurter Str. 250, 64293 Darmstadt, Germany (“MERCK”). Each of MERCK and ARCHEMIX is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

     WHEREAS, MERCK and ARCHEMIX entered into a Collaborative Research and License Agreement (the “First License Agreement”) on January 17, 2007; and

     WHEREAS, concurrent with the signature of this Agreement MERCK and ARCHEMIX shall enter into a second Collaborative Research and License Agreement (the “Second License Agreement”); and

     WHEREAS, MERCK and ARCHEMIX now wish to amend certain provisions of the First License Agreement to make them consistent with the provisions of the Second License Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereto, intending to be legally bound, hereby agree as follows:

1.

Effective as of the date first written above, Section 1.64 of the First License Agreement is hereby amended to read as follows:

“In Vitro Diagnostics” means the use of the SELEX® Process or aptamers or photoaptamers identified through the use of the SELEX® Process in the assay, testing or determination, outside of a living organism, of a substance in a test material. In Vitro Diagnostics shall include, among other things, the use of the SELEX® Process or aptamers or photoaptamers identified through the use of the SELEX® Process in the assay, testing or determination: (a) outside of a living organism, (i) of a human substance in a test material, often to identify or follow the progression of a disease or disorder, or to select a patient for treatment; (ii) of a plant substance, animal substance or other substance in a test material, often to identify or follow the progression of a disease, process, or disorder in a human or non-human organism; and (iii) of environmental substances (as in water quality testing); and (b) of a substance on a test material such as cells (as in FACS analysis or other measurements of pathogens within biological samples).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

1

2.	Effective as of the date first written above, Section 1.65 of the First License Agreement is hereby amended to read as follows:
	“In Vivo Diagnostic Agent” means any product containing one or more aptamers that is used for any human in vivo diagnostic purpose related to (inter alia) the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state.
3.	Effective as of the date first written above, Section 1.88 of the First License Agreement is hereby amended to read as follows:
	“Permitted Activities” means (a) with respect to any Program Target, any screening activities conducted by ARCHEMIX with respect to such Program Target for itself and/or for any Third Party for the purpose of identifying aptamers that bind to a Target other [***] select or otherwise participate in the identification of the targets that are the subject of any such grant of rights and (z) fund or participate in the discovery, development and/or commercialization of any such aptamers outside of the Field.
4.	Effective as of the date first written above, Section 1.106 of the First License Agreement is hereby amended to read as follows:
	“Radio Therapeutic” means any product for human therapeutic use that contains one or more aptamers that targets specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates (a) radionucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.
5.	Effective as of the date first written above, Section 4.8.3(a) of the First License Agreement is hereby amended to read as follows:
	Adverse Events. In addition to the updates described in Section 4.8.1 and 4.8.2, MERCK shall provide ARCHEMIX with all Adverse Event information and product complaint information relating to Development Candidates or Products as such information is compiled or prepared by MERCK in the normal course of business in connection with the Development of any Development Candidates or Commercialization of any Product and, in any event, within time frames consistent with reporting obligations under Applicable Laws. MERCK shall provide such Adverse Event and product complaint information hereunder to ARCHEMIX in accordance with Section 13.3. ARCHEMIX may provide all such Adverse Event information to other licensees of ARCHEMIX who have the right to sell aptamers for therapeutic purposes under a license from ARCHEMIX; provided, that, such other licensees agree to maintain the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

	confidentiality thereof. ARCHEMIX will provide to MERCK Adverse Event information obtained from other licensees of ARCHEMIX who have the right to develop and sell aptamers for therapeutic purposes under a license from ARCHEMIX; provided, that, such other licensees agree to share such information and MERCK agrees to maintain the confidentiality thereof.
6.	Effective as of the date first written above, Section 5.4.1 of the First License Agreement is hereby amended to read as follows:

	Milestone Event	Milestone Payment
1.	[***]	$[***]
2.	[***]	$[***]
3.	[***]	$[***]
4.	[***]	$[***]
5.	[***]	$[***]
6.	[***]	$[***]
7.	[***]	$[***]
8.	[***]	$[***]
9.	[***]	$[***]
10.	[***]	$[***]
11.	[***]	$[***]
12.	[***]	$[***]
13.	[***]	$[***]
14.	[***]	$[***]

7. Effective as of the date first written above, Section 5.5.1(f) of the First License Agreement is hereby amended to read as follows:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

	Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Product for which no Patent Rights exist shall be in consideration of (i) ARCHEMIX’s expertise and know-how concerning the identification of aptamers in the Field, including its development of the SELEX® Process and its other aptamer-related development activities conducted prior to the Effective Date; (ii) the performance by ARCHEMIX of the Research Program, (iii) the disclosure by ARCHEMIX to MERCK of results obtained in the Research Program; (iv) the licenses granted to MERCK hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARCHEMIX; (v) the restrictions on ARCHEMIX in Section 7.6.1; and (vi) the “head start” afforded to MERCK by each of the foregoing.
8.	Effective as of the date first written above, Section 7.1.2(f) of the First License Agreement is hereby amended to read as follows:
	Non-Exclusive License For Aptamers Outside the Collaboration. MERCK hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free, worldwide license, with the right to grant sublicenses, under MERCK Program Technology and Patent Rights claiming MERCK Program Technology to the extent necessary to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported aptamers and products Derived from aptamers other than those targeted to a Program Target for any and all uses, except as otherwise provided herein.
9.	Effective as of the date first written above, Section 7.1.2(g) of the First License Agreement is hereby amended to read as follows:
	Exclusive License For Aptamers Outside the Collaboration. To the extent requested in writing by ARCHEMIX, MERCK may grant to ARCHEMIX and its Affiliates an exclusive, royalty-bearing, worldwide license, with the right to grant sublicenses, under MERCK Program Technology and Patent Rights claiming MERCK Program Technology and MERCK’s interest in Joint Technology and Joint Patent Rights to the extent necessary to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported aptamers and products Derived from aptamers other than those targeted to a Program Target for any and all uses, except as otherwise provided herein. The Parties agree to negotiate in good faith with respect to the foregoing license.
10.	Effective as of the date first written above, Section 7.6.1 of the First License Agreement is hereby amended to read as follows:
	ARCHEMIX. During the Term, ARCHEMIX shall not, and shall cause each of its Affiliates to not, conduct any activity, either on its own, or with, for the benefit of, or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

	sponsored by any Third Party, that is designed to research, develop or commercialize, or grant any license or other rights to any Third Party to utilize, any Proprietary Materials, Technology or Patent Rights Controlled in whole or in part by ARCHEMIX or any of its Affiliates for the purpose of researching, developing or commercializing (a) any aptamer binding to a Program Target, or (b) any Collaboration Aptamer or aptamer Derived therefrom, except for the conduct of Permitted Activities and as otherwise provided under this Agreement.
11.	Effective as of the date first written above, Section 9.2.1(a) of the First License Agreement is hereby amended to read as follows:
	Notice. In the event either Party becomes aware of (i) any possible infringement of any Licensed Patent Rights, MERCK Patent Rights or Joint Patent Rights through the Development or Commercialization of an aptamer covered by the Program Aptamer-Specific Patent Rights, or (ii) the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act for a product that includes an aptamer covered by the Program Aptamer-Specific Patent Rights (each, an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”).
12.	Effective as of the date first written above, Section 11.3 of the First License Agreement is hereby amended to read as follows:
	Acknowledgment of MERCK. MERCK acknowledges that the licenses granted to MERCK hereunder are subject to certain limitations and restrictions set forth in the ARCHEMIX-Gilead License Agreement and the URC License Agreement and agrees that MERCK shall comply with the terms of the ARCHEMIX-Gilead License Agreement and the URC License Agreement that ARCHEMIX is subject to thereunder. MERCK hereby acknowledges and agrees and covenants that (a) it may and will not use the SELEX® Process or the SELEX® Technology as described in the SELEX® Portfolio for any reason, including without limitation (i) to research, make, use, sell, offer for sale, import or export any aptamers for In Vitro Diagnostics, In Vivo Diagnostic Agents, or Radio Therapeutics or (ii) develop, modify, manufacture, have manufactured, export, import, use, sell or offer to sell (A) any aptamer other than a Collaboration Aptamer, or (B) any Excluded Aptamer and/or any product containing an Excluded Aptamer; (b) under the ARCHEMIX-Gilead License Agreement and under the URC License Agreement, ARCHEMIX’ rights in the SELEX® Process or the SELEX® Technology as described in the SELEX® Portfolio may revert to Gilead if ARCHEMIX, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of products and services utilizing the SELEX® Process or the SELEX® Technology; (c) in the event of any termination of the URC License Agreement, the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

	licenses granted to MERCK hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, MERCK is not then in breach of this Agreement and MERCK agrees to be bound to UTC as the licensor under the terms and conditions of the URC License Agreement as described in the SELEX® Portfolio; and (d) in the event of any termination of the ARCHEMIX-Gilead License Agreement, the licenses granted to MERCK hereunder shall remain in full force and effect in accordance with Section 2.3 of the ARCHEMIX-Gilead License Agreement; provided, that, MERCK agrees to be bound to Gilead as the licensor under the terms and conditions of the ARCHEMIX-Gilead License Agreement; and, provided, that, if the termination of the ARCHEMIX-Gilead License Agreement arises out of the action or inaction of MERCK, Gilead, at its option, may terminate such license.
13.	Effective as of the date first written above, a new paragraph shall be inserted into the First License Agreement as Section 11.4 which new Section 11.4 shall read as follows:
	Covenant of ARCHEMIX. ARCHEMIX hereby covenants that to the extent it enters into an agreement with a Third Party that grants a license to such Third Party to research, develop, and/or commercialize aptamers that bind to a Program Target in accordance with Section 7.6.1 (as amended herein) it will include in any such license a covenant which prohibits such Third Party and any sublicensee of such Third Party from asserting any patent rights relating to the Program Targets arising under any such license (or any sublicense granted thereunder) against ARCHEMIX or any licensee or sublicensee of ARCHEMIX (including, for clarity, MERCK and its Affiliates) to which ARCHEMIX has granted a license or sublicense to aptamers that bind to a Program Target for the treatment, prevention, cure or delay of progression of an indication, disease or disorder for ARCHEMIX’s or its licensee’s or sublicensee’s research, development or commercialization of aptamers that bind to a Program Targets for the treatment, prevention, cure or delay of progression of an indication, disease or disorder.
14.	Except to the extent amended herein, the First License Agreement shall remain unchanged and in full force and effect.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.
ARCHEMIX CORP.
By:
Name:
Title:
MERCK KGaA
ppa.		i.V.
By:
Name:	Dr. B. Kirschbaum	J. Eckhardt
	Senior Executive	Legal Counsel
	Vice President

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

EX-10.9

Exhibit 10.9

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT

between

ARCHEMIX CORP.

and

MERCK KGaA

June 6, 2007

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

TABLE OF CONTENTS

	Page
1. DEFINITIONS		1
2. ADMINISTRATION OF THE COLLABORATION		27
2.1 Joint Steering Committee		27
2.2 Joint Project Team		31
2.3 Joint Development Committee		34
2.4 Alliance Management		36
3. RESEARCH PROGRAM		36
3.1 Implementation of the Research Program		36
3.2 Technology Transfer Activities		36
3.3 Research Projects		37
3.4 Annual Research Plans		37
3.5 Conduct of Research Program		38
3.6 Records		38
3.7 Designation of Program Targets		39
3.8 Replacement of Program Targets; Target Exclusivity List; ARCHEMIX Retained Rights		41
3.9 ARCHEMIX Internal Program Targets		42
3.10 Identification of Lead Compounds and Optimized Lead Compounds		46
3.11 Development Candidates		47
3.12 MERCK Decision Not to Go Forward		47
3.13 Supply of Proprietary Materials		47
3.14 Research Program Term		48
3.15 Conduct of Target Validation Activities		48
4. DEVELOPMENT PROGRAM; COMMERCIALIZATION OF PRODUCTS		48
4.1 Objectives of the Development Program		48
4.2 Responsibility for Development of Development Candidates and Commercialization of Products		48
4.3 Annual Development Plans		49
4.4 Product Commercialization Plans		50
4.5 Manufacture and Supply of Products for Development and Commercialization		50
4.6 Development and Commercialization Diligence		51
4.7 Compliance		51
4.8 Cooperation		52
4.9 Exchange of Reports; Information; Updates		52
4.10 Development and Commercialization Rights and Restrictions		53
5. EQUITY PURCHASE RIGHT		60
5.1 Purchase of Equity		60
5.2 Equity Purchase Right		61
6. PAYMENTS		63
6.1 SELEX License Maintenance Fee		63
6.2 Research License Maintenance Fee		63
6.3 Compound Option Exercise Fees		63
6.4 R&D Funding		64

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

i

	Page
6.5 Milestone Payments		65
6.6 Payment of Royalties; Royalty Rates; Accounting and Records		67
6.7 Net Income Payments		72
6.8 Payments		73
6.9 Taxes		73
6.10 US Partnership		73
6.11 Foreign Currency Exchange		74
7. TREATMENT OF CONFIDENTIAL INFORMATION; PUBLICITY; NON-SOLICITATION		75
7.1 Confidentiality		75
7.2 Publicity		76
7.3 Publications and Presentations		77
7.4 Prohibition on Solicitation		77
8. LICENSE GRANTS; EXCLUSIVITY		78
8.1 SELEX License; Research and Development Licenses		78
8.2 Commercialization License		83
8.3 Limitation on License Grants		84
8.4 Right to Sublicense		84
8.5 Right to Subcontract		84
8.6 No Other Rights		85
8.7 Exclusivity		85
9. INTELLECTUAL PROPERTY RIGHTS		85
9.1 ARCHEMIX Intellectual Property Rights		85
9.2 MERCK Intellectual Property Rights		85
9.3 Joint Technology and Joint Co-Developed Program Technology Rights		85
9.4 Patent Coordinators		86
9.5 Inventorship		86
9.6 Cooperation		86
10. FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS		86
10.1 Patent Filing, Prosecution and Maintenance		86
10.2 Legal Actions		89
10.3 Trademark and Copyright Prosecution, Defense and Enforcement		93
10.4 Effect of Challenge		93
11. TERM AND TERMINATION		94
11.1 Term		94
11.2 Termination		94
11.3 Consequences of Termination of Agreement		95
11.4 Surviving Provisions		98
12. REPRESENTATIONS AND WARRANTIES AND COVENANTS		99
12.1 Mutual Representations and Warranties		99
12.2 ARCHEMIX’ Representations and Warranties		99
12.3 Acknowledgment and Covenant of MERCK		100
13. INDEMNIFICATION		101
13.1 Indemnification of MERCK by ARCHEMIX		101
13.2 Indemnification of ARCHEMIX by MERCK		101
13.3 Indemnification of Gilead and UTC by MERCK		101

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

ii

	Page
13.4 Conditions to Indemnification		102
13.5 Warranty Disclaimer		102
13.6 No Warranty of Success		102
13.7 Limited Liability		102
14. MISCELLANEOUS		103
14.1 Arbitration		103
14.2 Change of Control		104
14.3 Notices		106
14.4 Governing Law		107
14.5 Binding Effect		107
14.6 Headings		107
14.7 Counterparts		107
14.8 Amendment; Waiver		108
14.9 No Third Party Beneficiaries		108
14.10 Purposes and Scope		108
14.11 Assignment and Successors		108
14.12 Force Majeure		108
14.13 Interpretation		108
14.14 Integration; Severability		109
14.15 Further Assurances		109

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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List of Exhibits

Exhibit A	SELEX Technology Transfer Plan
Exhibit B	Form of Common Stock Purchase Agreement
List of Schedules
Schedule 1A	Optimized Lead Compound Selection Criteria- MERCK Funded Research Projects; MERCK Internal Research Projects
Schedule 1B	Optimized Lead Compound Selection Criteria — ARCHEMIX Internal Research Projects
Schedule 2A	Target Exclusivity List
Schedule 2B	ARCHEMIX Internal Program Targets
Schedule 3	Licensed Patent Rights
Schedule 4	Excluded Aptamers
Schedule 5A	Development Candidate Selection Criteria — MERCK Funded Research Projects; MERCK Internal Research Projects
Schedule 5B	Development Candidate Selection Criteria — ARCHEMIX Internal Research Projects
Schedule 6	Form of Press Release
Schedule 7	Regional Offices or Countries in which Patent Applications are to be Nationalized or Otherwise Prosecuted, Filed and Maintained
Schedule 8	Material Terms to be Included in Form of Co-Promotion Agreement
Schedule 9	MERCK’s Standard Exchange Rate Methodology Applied in Its External Reporting
Schedule 10	Program Chemistries
Schedule 11	Calculation of Net Income
Schedule 12	Form of Materials Transfer Agreement
Schedule 13	Co-Development Costs and Guidelines for their Allocation and Co-Development Regulatory Costs

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

iv

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT

     This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 6, 2007, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Merck KGaA, a company organized under the laws of Germany with offices at Frankfurter Str. 250, 64293 Darmstadt, Germany (“MERCK”). Each of MERCK and ARCHEMIX is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

     WHEREAS, ARCHEMIX has developed and controls certain technology, patent rights and proprietary materials related to (a) the identification and optimization of aptamers using its proprietary SELEX process and SELEX technology, and (b) the use of such aptamers for treating, preventing or delaying onset or progression of human diseases or conditions; and

     WHEREAS, MERCK is engaged in the research, development and commercialization of human therapeutics; and

     WHEREAS, the Parties entered into the Collaborative Research and License Agreement dated as of January 17, 2007 (the “Initial Collaboration Agreement”), pursuant to which the Parties agreed to collaborate for the purposes of identifying aptamers against two identified targets (the “Initial Targets”) and developing and commercializing products derived from such aptamers for the prevention, treatment and delay of onset or progression of cancer; and

     WHEREAS, the Parties desire to enter into an additional agreement for the purpose of expanding the scope of the collaboration by identifying additional targets for use in identifying aptamers, and developing and commercializing products derived from such aptamers primarily for the prevention, treatment, cure and delay of onset or progression of cancer, inflammatory and/or autoimmune indications; and

     WHEREAS, the Parties agree that all Program Aptamer-Specific Technology (as hereinafter defined) resulting from the collaboration under the terms of this Agreement shall become the sole and exclusive property of MERCK; and

     WHEREAS, the Parties agree that all Technology (as hereinafter defined) relating to the SELEX Technology (as hereinafter defined) or SELEX Process (as hereinafter defined) resulting from the collaboration under the terms of this Agreement shall become the sole and exclusive property of ARCHEMIX.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

     Whenever used in this Agreement with an initial capital letter, the terms defined in this Section 1 and in Schedule 8, Schedule 11 and Schedule 13 attached hereto shall have the meanings specified.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     1.1 “Adverse Event” means any untoward, undesired or unplanned medical occurrence in a human clinical trial subject or a patient, which occurrence has a temporal relationship to administration of a Development Candidate or Product, whether or not considered related to the Development Candidate or Product, including, without limitation, any undesirable sign (including abnormal laboratory findings of clinical concern), symptom or disease associated with the use of such Development Candidate or Product.

     1.2 “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more affiliates, controls, or is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means (a) ownership of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any other type of legal entity, (b) status as a general partner in any partnership, or (c) any other arrangement whereby a Person controls or has the right to control the board of directors of a corporation or equivalent governing body of an entity other than a corporation.

     1.3 “Annual Development Plan” means, with respect to each Optimized Lead Compound and Development Candidate (including without limitation any Co-Developed Development Candidate) and Contract Year, the written plan for the Development Program for such Optimized Lead Compound and Development Candidate for such Contract Year (including a budget related thereto), as such written plan may be amended, modified or updated, as further described in Section 4.3.

     1.4 “Annual Net Sales” means, with respect to any Calendar Year, the aggregate amount of the Net Sales for such Calendar Year.

     1.5 “Annual Research Plan” means the written plan describing the research activities to be carried out by each Party during each Contract Year of the Research Program Term in conducting the Research Program pursuant to this Agreement as well as a budget therefore, as such written plan may be amended, modified or updated, as further described in Section 3.4.

     1.6 “Applicable Laws” means Federal, state, local, national and supra-national laws, statutes, rules and regulations, including any rules, regulations, guidance, guidelines or requirements of Regulatory Authorities, national securities exchanges or securities listing organizations, that are in effect from time to time during the Term and apply to a particular activity hereunder.

     1.7 “Aptamer” means (a) any naturally or non-naturally occurring oligonucleotide identified by ARCHEMIX through the SELEX Process or by MERCK through the SELEX Process in the practice of the SELEX License, that binds with high specificity and affinity to a Target; and (b) any oligonucleotide Derived from the oligonucleotide of (a) that has such high specifity and affinity.

     1.8 “ARCHEMIX Background Technology” means any Technology that is used by ARCHEMIX, or provided by ARCHEMIX for use, in the Research Program and/or the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Development Program that is (a) Controlled by ARCHEMIX as of the Effective Date or (b) conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX after the Effective Date other than in the conduct of ARCHEMIX Research Activities or ARCHEMIX Development Activities and without the use in any material respect of any MERCK Technology (other than Collaboration Aptamers), MERCK Patent Rights or MERCK Materials. For purposes of clarity, ARCHEMIX Background Technology (a) shall include the SELEX Process and SELEX Technology, other than MERCK SELEX Improvements, and (b) shall not include Collaboration Aptamers, ARCHEMIX Program Technology or ARCHEMIX’s interest in Joint Technology.

     1.9 “ARCHEMIX Co-Developed Program Patent Rights” means any Patent Rights Controlled by ARCHEMIX that contain one or more claims that cover ARCHEMIX Co-Developed Program Technology.

     1.10 “ARCHEMIX Co-Developed Program Technology” means any Co-Developed Program Technology that is conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX, alone or jointly with any Third Party, without the use in any material respect of any MERCK Technology (other than Collaboration Aptamers), MERCK Patent Rights, MERCK Materials or Joint Technology. For purposes of clarity, ARCHEMIX Co-Developed Program Technology does not include ARCHEMIX Program Technology or Program Aptamer-Specific Technology.

     1.11 “ARCHEMIX Co-Development Participation Capacity” means, with respect to each Co-Developed Development Candidate, the number of FTEs that ARCHEMIX reasonably determines in good faith it has the capacity and capability to provide towards the Development of such Co-Developed Development Candidate in each Calendar Year.

     1.12 “ARCHEMIX Co-Development Sharing Percentage” means, with respect to each Co-Developed Product, a percentage equal to either [***] percent ([***]%) (the “ARCHEMIX [***]% Co-Development Sharing Percentage”) or [***] percent ([***]%) (the “ARCHEMIX [***]% Co-Development Sharing Percentage”), as designated by ARCHEMIX pursuant to Section 4.10.2(a).

     1.13 “ARCHEMIX Decision” means a decision with respect to the following issues: (a) the conduct by ARCHEMIX of the [***] against [***]; (b) whether ARCHEMIX is to incur any [***]; (c) whether ARCHEMIX is to be obligated to perform any [***] with respect to any [***] that is not a [***]; (d) whether ARCHEMIX is to incur any [***] in the performance of [***] or [***]; (e) the inclusion of any [***] MERCK on the [***]; (f) an increase in the number of FTEs used in any Research Project above [***] FTEs per [***]; (g) the conduct of all research and development activities with respect to an [***] prior to the receipt by ARCHEMIX of the applicable [***]; and (h) the [***] applicable to any ARCHEMIX [***].

     1.14 “ARCHEMIX De Novo Research Activities” means, with respect to any ARCHEMIX Internal Research Project and/or ARCHEMIX Internal Program Target, any research activities that (a) are not ARCHEMIX Research Activities and (b) involve the use by

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

ARCHEMIX of the SELEX Process to identify Aptamers against ARCHEMIX Internal Program Targets.

     1.15 “ARCHEMIX Development Activities” means all Development activities (including without limitation any Development activities with respect to Co-Developed Collaboration Aptamers) specified to be conducted by ARCHEMIX in any Annual Development Plan (or amendment thereto) and approved by ARCHEMIX’s representatives on the JPT, the JDC and the JSC (without resort to the dispute resolution procedures set forth in Section 2.1.6).

     1.16 “ARCHEMIX Facility” means the facility of ARCHEMIX currently located at 300 Third Street, Cambridge, MA 02142.

     1.17 “ARCHEMIX-Gilead License Agreement” means the License Agreement between Gilead Sciences, Inc. and ARCHEMIX dated October 21, 2001, as amended.

     1.18 “ARCHEMIX Internal Program Targets” means the Program Targets identified on Schedule 2B attached hereto.

     1.19 “ARCHEMIX Internal Research Projects” means the research projects being conducted by ARCHEMIX for the ARCHEMIX Internal Program Targets.

     1.20 “ARCHEMIX Materials” means any Proprietary Materials that are Controlled by ARCHEMIX and used by ARCHEMIX, or provided by ARCHEMIX for use, in the Research Program and/or the Development Program. For purposes of clarity, ARCHEMIX Materials shall include all Aptamers provided by ARCHEMIX for use in the Research Program.

     1.21 “ARCHEMIX Minimum Co-Development Participation Level” means with respect to each Co-Developed Development Candidate, the lesser of (a) the ARCHEMIX Co-Development Participation Capacity with respect to such Co-Developed Development Candidate and ; (b) with respect to the ARCHEMIX [***]% Co-Development Sharing Percentage (i) for any Development activities conducted with respect to a Co-Developed Development Candidate at any time during the period commencing on the date of exercise by ARCHEMIX of the Co-Development and Co-Promotion Option with respect to such Co-Developed Development Candidate and continuing until the Initiation of Phase I Clinical Trials with respect to such Co-Developed Development Candidate, a number of ARCHEMIX FTEs equal to [***] percent ([***]%) of the Estimated Aggregate FTEs; (ii) for any Development activities conducted with respect to a Co-Developed Development Candidate at any time during the period commencing on the Initiation of Phase I Clinical Trials with respect to such Co-Developed Development Candidate and continuing until the Initiation of Phase II Clinical Trials with respect to such Co-Developed Development Candidate, a number of ARCHEMIX FTEs equal to [***] percent ([***]%) of the Estimated Aggregate FTEs; and (iii) for any Development activities conducted with respect to a Co-Developed Development Candidate during the period commencing on the Initiation of Phase II Clinical Trials with respect to such Co-Developed Development Candidate and continuing until the completion of Phase III Clinical Trials with respect to such Co-Developed Development Candidate (the “Late Stage Co-Development Activities”), a number of ARCHEMIX FTEs equal to [***] percent ([***]%) of the Estimated Aggregate FTEs, or (c)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

with respect to the ARCHEMIX [***]% Co-Development Percentage (i) for any Development activities conducted with respect to a Co-Developed Development Candidate at any time during the period commencing on the date of exercise by ARCHEMIX of the Co-Development and Co-Promotion Option with respect to such Co-Developed Development Candidate and continuing until the Initiation of Phase I Clinical Trials with respect to such Co-Developed Development Candidate, a number of ARCHEMIX FTEs equal to [***] percent ([***]%) of the Estimated Aggregate FTEs; (ii) for any Development activities conducted with respect to a Co-Developed Development Candidate at any time during the period commencing on the Initiation of Phase I Clinical Trials with respect to such Co-Developed Development Candidate and continuing until the Initiation of Phase II Clinical Trials with respect to such Co-Developed Development Candidate, a number of ARCHEMIX FTEs equal to [***] percent ([***]%) of the Estimated Aggregate FTEs; and (iii) for any Late Stage Co-Development Activities, a number of ARCHEMIX FTEs equal to [***] percent ([***]%) of the Estimated Aggregate FTEs. For purposes of clarity, the determination and application of the ARCHEMIX Minimum Co-Development Participation Percentage shall not affect the determination or the application of the ARCHEMIX Co-Development Sharing Percentage.

     1.22 “ARCHEMIX Patent Rights” means any Patent Rights Controlled by ARCHEMIX that contain one or more claims that cover ARCHEMIX Technology.

     1.23 “ARCHEMIX Program Technology” means (a) any oligonucleotide of an Enriched Pool that is not a Program Oligonucleotide; (b) any Program Technology that is conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX, alone or jointly with any Third Party, without the use in any material respect of any MERCK Technology (other than Collaboration Aptamers), MERCK Patent Rights, MERCK Materials or Joint Technology; and (c) any Program Technology, regardless of whether conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX, MERCK, or both Parties, alone or jointly with any Third Party, that relates to, or constitutes, the SELEX Process or SELEX Technology. For purposes of clarity, ARCHEMIX Program Technology does not include Program Generic Technology, Program Aptamer-Specific Technology and/or Development Program Technology.

     1.24 “ARCHEMIX Research Activities” means all activities specified to be conducted by ARCHEMIX in any Annual Research Plan (or amendment thereto) that are (a) approved by the JPT and the JSC and (b) to the extent involving matters that are ARCHEMIX Decisions, approved by ARCHEMIX in accordance with Section 2.1.6.

     1.25 “ARCHEMIX Technology” means, collectively, ARCHEMIX Background Technology and ARCHEMIX Program Technology.

     1.26 “Calendar Quarter” means each successive period of three (3) consecutive calendar months commencing on January 1, April 1, July 1 or October 1, as the case may be, and ending on March 31, June 30, September 30 or December 31, respectively; provided, that, the initial Calendar Quarter shall commence on the Effective Date.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

     1.27 “Calendar Year” means each successive period of twelve (12) months commencing on January 1 and ending on December 31.

     1.28 “Challenge” means any challenge to the validity or enforceability of any of the Licensed Patent Rights in the absence of a material breach of this Agreement, including without limitation by (a) filing a declaratory judgment action in which any of the Licensed Patent Rights is alleged to be invalid or unenforceable; (b) citing prior art pursuant to 35 U.S.C. §301, filing a request for re-examination of any of the Licensed Patent Rights pursuant to 35 U.S.C. §302 and/or §311, or provoking or becoming party to an interference with an application for any of the Licensed Patent Rights pursuant to 35 U.S.C. §135; or (c) filing or commencing any re-examination, opposition, cancellation, nullity or similar proceedings against any of the Licensed Patent Rights in any country.

     1.29 “Change of Control” means, with respect to a Party, (a) a merger, consolidation, share exchange or other similar transaction involving such Party and any Third Party which results in the holders of the outstanding voting securities of such Party immediately prior to such merger, consolidation, share exchange or other similar transaction ceasing to hold more than fifty percent (50%) of the combined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange or other similar transaction, (b) any transaction or series of related transactions (other than an investment transaction by an entity not engaged in the pharmaceutical or biotechnology business, the purpose of which is to raise capital for a Party) in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party, or (c) the sale or other transfer to a Third Party of all or substantially all of such Party’s assets which relate to this Agreement.

     1.30 “Clinical Trial” means, collectively, a Phase I Clinical Trial, Phase II Clinical Trial, Phase III Clinical Trial, Phase IV Clinical Trial, or Marketing Support Clinical Trial, as applicable.

     1.31 “Co-Developed Collaboration Aptamer” means, collectively, Co-Developed Development Candidates and Co-Developed Products.

     1.32 “Co-Developed Development Candidate” means any Development Candidate as to which ARCHEMIX has exercised a Co-Development and Co-Promotion Option as described in Section 4.10.2(a) and has not exercised an Opt-Out Right with respect thereto.

     1.33 “Co-Developed Product” means any Product with respect to which ARCHEMIX has exercised a Co-Development and Co-Promotion Option as described in Section 4.10.2(a) and has not exercised an Opt-Out Right with respect thereto. For purposes of clarity, a Co-Promoted Product is a Co-Developed Product.

     1.34 “Co-Developed Program Patent Rights” means, collectively, ARCHEMIX Co-Developed Program Patent Rights, MERCK Co-Developed Program Patent Rights, and Joint Co-Developed Program Patent Rights.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

     1.35 “Co-Developed Program Technology” means any Technology (including, without limitation, any new and useful process, method of manufacture or composition of matter) or Proprietary Materials that are conceived or first reduced to practice (actively or constructively) in the conduct of the Development Program by employees of, or consultants to, MERCK and/or employees of, or consultants to, ARCHEMIX in connection with the Development and/or Commercialization of a Co-Developed Collaboration Aptamer. For purposes of clarity, any Co-Developed Program Technology that relates to the SELEX Process or to the SELEX Technology shall be considered ARCHEMIX Co-Developed Program Technology irrespective of which Party conceived or reduced to practice such Technology.

     1.36 “Co-Development Costs” means the costs set forth in Schedule 13 hereto.

     1.37 “Co-Development and Co-Promotion Option Exercise Period” means, with respect to each Development Candidate, the later of (a) [***] days after the acceptance by the JSC of such Development Candidate in accordance with Section 3.11 and (b) [***] days after the submission by MERCK to ARCHEMIX of an initial outline of the Development activities contemplated by MERCK for such Development Candidate affecting the Co-Development Territory over a [***] year period (including an estimated budget and the Estimated Aggregate FTEs for such activities).

     1.38 “Co-Development Regulatory Costs” means the cost components set forth in Schedule 13 hereto.

     1.39 “Co-Development Territory” means the United States of America and its territories and possessions.

     1.40 “Co-Promoted Product” means a Co-Developed Product with respect to which ARCHEMIX has not exercised, and has no longer the right to exercise, an Opt-Out Right.

     1.41 “Collaboration” means the alliance of ARCHEMIX and MERCK established pursuant to this Agreement for the purposes of identifying, researching and Developing Development Candidates and Commercializing Products in the Field in the Territory.

     1.42 “Collaboration Aptamer” means, collectively, Program Oligonucleotides, Program Aptamers, Lead Compounds, Optimized Lead Compounds, Development Candidates (including without limitation Co-Developed Development Candidates) and/or Products (including without limitation Co-Developed Products).

     1.43 “Combination Product” means a combination or bundled product that is sold together in a single package or as a unit at a single price by a Party, its Affiliates or sublicensees (or Sublicensees, as the case may be) and that includes: (a) a Royalty-Bearing Product; and (b) a Supplemental Product that is not within the Licensed Patent Rights, where both the Royalty-Bearing Product and the Supplemental Product are required to treat the intended Indication and/or to achieve the intended use or effect.

     1.44 “Commercialization” or “Commercialize” means any and all activities directed to the commercialization of a Product after Commercialization Regulatory Approval has been

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

obtained, including marketing, manufacturing for commercial sale, promoting, detailing, distributing, offering to sell and selling a Product, importing a Product for sale, conducting post-marketing human clinical studies and interacting with Regulatory Authorities regarding the foregoing. When used as a verb, “to Commercialize” and “Commercializing” means to engage in Commercialization and “Commercialized” has a corresponding meaning.

     1.45 “Commercially Reasonable Efforts” means (a) with respect to activities of ARCHEMIX in the Research Program, or, with respect to the conduct of ARCHEMIX Development Activities, if any, with respect to Co-Developed Collaboration Aptamers, or, with respect to activities of ARCHEMIX in the Commercialization of any Co-Developed Collaboration Aptamers and/or any Waived Compound which is the subject of a transition plan pursuant to Section 8.1.2(c), the efforts and resources comparable to those undertaken by ARCHEMIX in pursuing the research, discovery, development, commercialization and intellectual property protection of proprietary materials and the development of product candidates, as applicable, that are not subject to the Collaboration and that are at an equivalent stage of development or commercialization and have similar market potential and are at a similar stage in their lifecycle; and (b) with respect to activities of MERCK in the Research Program, the Development of a particular Development Candidate or the Commercialization of a particular Product (including any Co-Developed Collaboration Aptamer), the efforts and resources comparable to those undertaken by MERCK in pursuing intellectual property protection and development of product candidates and commercialization of products, as applicable, that are not subject to the Collaboration and that are at an equivalent stage of development or commercialization and have similar market potential and are at a similar stage in their lifecycle. For purposes of both (a) and (b) above, all relevant factors as measured by the facts and circumstances at the time such efforts are due shall be taken into account, including, as applicable and without limitation, mechanism of action; efficacy and safety; product profile; actual or anticipated Regulatory Authority approved labeling; and the nature and extent of market exclusivity (including patent coverage, proprietary position and regulatory exclusivity; cost, time required for and likelihood of obtaining Commercialization Regulatory Approval; competitiveness of alternative products and market conditions; actual or projected profitability and availability of capacity to manufacture and supply for commercial sale).

     1.46 “Commercialization Regulatory Approval” means, with respect to any Product, the Regulatory Approval required by Applicable Laws to sell such Product for use in the Field in a country or region in the Territory. “Commercialization Regulatory Approval” shall include, without limitation, the approval of any Drug Approval Application. For purposes of clarity, “Commercialization Regulatory Approval” in the United States shall mean final approval of an NDA for the first Indication or sNDA for an additional Indication permitting marketing of the applicable Product in interstate commerce in the United States, “Commercialization Regulatory Approval” in the European Union shall mean marketing authorization for the applicable Product pursuant to Council Directive 2001/83/EC, as amended, or Council Regulation 2309/93/EEC, as amended and “Commercialization Regulatory Approval” in Japan shall mean final approval of an application submitted to the Ministry of Health, Labor and Welfare and the publication of a New Drug Approval Information Package permitting marketing of the applicable Product in Japan, as any of the foregoing may be supplemented or amended from time to time.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

     1.47 “Competitive Entity” means any Third Party (a) with worldwide annual sales of pharmaceutical products in the most recently completed Calendar Year greater than USD [***] (US$ [***]), and (b) that is actively developing or commercializing pharmaceutical products in the [***].

     1.48 “Competitive Program” means any research, development or commercialization activity that involves an aptamer that targets a Program Target for use in the Field.

     1.49 “Compound Candidate” means, collectively, any Primary Compound Candidate and any Backup Compound Candidate.

     1.50 “Compound Candidate Option” means, collectively, any Primary Compound Candidate Option and any Backup Compound Candidate Option.

     1.51 “Confidential Information” means (a) with respect to ARCHEMIX, all tangible embodiments of ARCHEMIX Technology, (b) with respect to MERCK, all tangible embodiments of MERCK Technology and (c) with respect to each Party, (i) all tangible embodiments of Joint Technology and (ii) all information, Technology and Proprietary Materials disclosed or provided by or on behalf of such Party (the “disclosing Party”) to the other Party (the “receiving Party”) or to any of the receiving Party’s employees, consultants, Affiliates or sublicensees (or Sublicensees, as the case may be); provided, that, none of the foregoing shall be Confidential Information if: (A) as of the date of disclosure, it is known to the receiving Party or its Affiliates as demonstrated by contemporaneous credible written documentation, other than by virtue of a prior confidential disclosure to such receiving Party; (B) as of the date of disclosure it is in the public domain, or it subsequently enters the public domain through no fault of the receiving Party; (C) it is obtained by the receiving Party from a Third Party having a lawful right to make such disclosure free from any obligation of confidentiality to the disclosing Party; or (D) it is independently developed by or for the receiving Party without reference to or use of any Confidential Information of the disclosing Party as demonstrated by contemporaneous credible written documentation. For purposes of clarity, unless excluded from Confidential Information pursuant to the proviso at the end of the preceding sentence, any scientific, technical or financial information of a Party that is disclosed at any meeting of the JSC, JPT, JDC or JCC or disclosed through an audit report shall constitute Confidential Information of the disclosing Party. Notwithstanding anything herein to the contrary, the terms of this Agreement shall constitute Confidential Information of each Party.

     1.52 “Contract Year” means (a) the period beginning on the Effective Date and ending on the first anniversary of the Effective Date and (b) each succeeding twelve (12) month period thereafter.

     1.53 “Control” or “Controlled” means (a) with respect to Technology or Patent Rights, the possession by a Party of the right to grant a license or sublicense to such Technology or Patent Rights as provided herein without the payment of additional consideration to, and without violating the terms of any agreement or arrangement with, any Third Party and without violating any Applicable Laws and (b) with respect to Proprietary Materials, the possession by a Party of the right to supply such Proprietary Materials to the other Party as provided herein

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

without the payment of additional consideration to, and without violating the terms of, any agreement or arrangement with any Third Party, and without violating any Applicable Laws.

     1.54 “Derived” means identified, obtained, developed, created, synthesized, generated, designed or resulting from, based upon, containing or incorporating; conjugated to or complexed with (whether directly or indirectly, or in whole or in part).

     1.55 “Detail” means, with respect to a Co-Promoted Product, an interactive, live, face-to-face contact of a representative within the Co-Development Territory with a medical professional with prescribing authority or other individuals or entities that have a significant impact or influence on prescribing decisions, in an effort to increase physician prescribing preferences of such Co-Promoted Product for its approved uses within the Co-Development Territory. When used as a verb, “Detailing” means performing Details. When used as an adjective, “Detailing” means of or related to performing Details.

     1.56 “Development” or “Develop” means, with respect to each Optimized Lead Compound and Development Candidate (including without limitation any Co-Developed Development Candidate), all non-clinical and clinical activities performed in order to obtain Regulatory Approval of a Product (including without limitation any Co-Developed Product) Derived from such Optimized Lead Compound or Development Candidate in accordance with this Agreement up to and including the obtaining of Commercialization Regulatory Approval of such Product. For purposes of clarity, these activities include, without limitation, in vivo animal efficacy testing, preclinical safety testing, test method development and stability testing, regulatory toxicology studies, formulation, process development, manufacturing, manufacturing scale-up, development-stage manufacturing, quality assurance/quality control development, statistical analysis and report writing, clinical trial design and operations, preparing and filing Drug Approval Applications, and all regulatory affairs related to the foregoing. When used as a verb, “Developing” means to engage in Development and “Developed” has a corresponding meaning.

     1.57 “Development Candidate” means (i) with respect to the MERCK Funded Research Projects or MERCK Internal Research Projects, any Optimized Lead Compound that the JPT nominates and the JSC accepts as a Development Candidate as set forth in Section 3.11 and for which MERCK has paid the Development Candidate Milestone Payment in the time allotted for such payment in Section 6.5.1, provided, that, no Collaboration Aptamer shall, after [***], be nominated or accepted as a Development Candidate, and (ii) with respect to the ARCHEMIX Internal Research Projects, any Compound Candidate that MERCK designates as a Development Candidate in accordance with Section 3.9.1 or Section 3.9.2.

     1.58 “Development Candidate Milestone Payment” means the payment to be made to ARCHEMIX upon occurrence of Milestone Event 2 pursuant to Section 6.5.1.

     1.59 “Development Candidate Selection Criteria” or “DCSC” means (i) with respect to the DCSC for Development Candidates that arise from the MERCK Funded Research Projects or MERCK Internal Research Projects, the guideline criteria for selecting Optimized Lead Compounds that are sufficiently promising to warrant further Development as

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

Development Candidates as set forth in Schedule 5A attached hereto, as such Schedule 5A shall be amended from time to time by the JSC in order to account for Target specificities, which amendment shall occur before any activities with respect to such Development Candidate are initiated, in any material respect, in the Development Program and (ii) with respect to the DCSC for Development Candidates that arise from ARCHEMIX Internal Research Projects, the guideline criteria for selecting Optimized Lead Compounds that are sufficiently promising to warrant further Development as Development Candidates as set forth in Schedule 5B attached hereto, as such Schedule 5B shall be amended from time to time by ARCHEMIX in order to account for Target specificities.

     1.60 “Development Program” means the Development activities to be conducted during the Term with respect to each Optimized Lead Compound and Development Candidate (including without limitation Co-Developed Development Candidates) pursuant to the Annual Development Plan, with the objective of developing such Optimized Lead Compound or Development Candidate into a Product.

     1.61 “Development Program Technology” means any Technology, other than Co-Developed Program Technology, that is conceived or first reduced to practice within the Development Program, including but not limited to any process for modifying, optimizing, using, formulating, delivering and/or stabilizing a Collaboration Aptamer.

     1.62 “Diagnosis” means (a) the determination or monitoring of (i) the presence or absence of a disease, (ii) the stage, progression or severity of a disease or (iii) the effect on a disease of a particular treatment; and/or (b) the selection of patients for a particular treatment with respect to a disease.

     1.63 “Diagnostic Product” means In Vitro Diagnostics, In Vivo Diagnostic Agents and any product used for Diagnosis. For purposes of clarity, the term Diagnostic Product shall not include a product used for the delay of onset or progression of, or the treatment, cure or prevention of, an Indication.

     1.64 “Drug Approval Application” means, with respect to a Product in a particular country or region, an application for Commercialization Regulatory Approval for such Product in such country or region, including without limitation: (a) an NDA or sNDA; (b) a counterpart of an NDA or sNDA in any country or region in the Territory; and (c) all supplements and amendments to any of the foregoing.

     1.65 “Effective Date” means July 1, 2007.

     1.66 “Enriched Pool” means a pool of oligonucleotides used to perform the SELEX Process against a Program Target in the performance of the Research Program that (a) has undergone [***] or more [***] of [***] and (b) wherein, using an [***] with [***] of [***] (i.e., [***]) and [***] of the applicable Program Target, at least [***]% of the input pool of [***] is [***] in the assay by the Program Target and the [***] fraction of the [***] pool is at least [***] relative to the [***] fraction for [***] (i.e., [***]) pool of [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.67 “Estimated Aggregate FTEs” means, with respect to each Co-Developed Development Candidate, the total number of internal FTEs that MERCK reasonably determines in good faith are required to Develop such Co-Developed Development Candidate in each Calendar Year.

     1.68 Excepted Decision” means any of the following decisions requiring the unanimous approval of all members of the JSC: (a) any decision to approve the Annual Research Plan applicable to the conduct by [***] of any [***] and/or [***]; (b) any decision as to whether a milestone has been achieved under this Agreement for which a milestone payment is payable; (c) any decision as to whether a proposed Target is a [***]; (d) the [***]; (e) whether ARCHEMIX is to be obligated to perform any [***] in connection with the Development of any [***]; (f) the [***] of any Co-Promotion Agreement; and (g) the determination that a [***] identified in the conduct of any [***] meets the [***].

     1.69 “Excluded Aptamer” means any Aptamer listed on Schedule 4 attached hereto.

     1.70 “Failed Compound” means any Collaboration Aptamer directed against a Failed Target.

     1.71 “Failed Target” means (a) any [***] Program Target as to which the JPT concludes and the JSC agrees that ARCHEMIX is unable or unlikely to identify [***] Program Target; (b) any [***] Program Target for which ARCHEMIX fails to identify [***]; (c) any [***] Program Target for which MERCK discontinues Development of an [***]; provided, that, at such time no other [***] for such [***] Program Target are in Development; and (d) any [***] Program Target for which an [***] meeting the applicable DCSC exists and, except for any [***] that results from an ARCHEMIX Internal Research Project, for which MERCK has not paid the Development Candidate Milestone Payment in the time allotted for such payment in Section 6.5.1. For purposes of clarity, a Failed Target shall not be considered a Program Target.

     1.72 “FDA” means the United States Food and Drug Administration or any successor agency or authority thereto.

     1.73 “FDCA” means the United States Federal Food, Drug, and Cosmetic Act, as amended.

     1.74 “Field” means the prevention, treatment, cure and/or delay of the onset or progression of [***]. For purposes of clarity, the Field shall not include the research, development, manufacture, use or sale of Diagnostic Products or Radio Therapeutics.

     1.75 “First Commercial Sale” means, with respect to a Product in a country in the Territory, the first sale, transfer or disposition for value or for an end user of such Product in such country. For purposes of clarity, the use of any Product in clinical trials, pre-clinical studies or other research or development activities, or the disposal or transfer of Products for a bona fide charitable purpose or a commercially reasonable sampling program, shall not be deemed to be a sale, transfer or disposition for value or for an end user.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

12

     1.76 “Force Majeure” means any occurrence beyond the reasonable control of a Party that (a) prevents or substantially interferes with the performance by such Party of any of its obligations hereunder and (b) occurs by reason of any act of God, flood, fire, explosion, earthquake, strike, lockout, labor dispute, casualty or accident, or war, revolution, civil commotion, act of terrorism, blockage or embargo, or any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative of any such government.

     1.77 “FTE” shall mean [***] of work devoted to or in support of the ARCHEMIX Research Activities or the ARCHEMIX Development Activities other than with respect to Co-Developed Collaboration Aptamers that is carried out by one or more appropriately trained employees of ARCHEMIX, measured in accordance with ARCHEMIX’s time allocation practices from time to time.

     1.78 “FTE Cost” means, for any period, the applicable FTE Rate multiplied by the applicable number of FTEs in such period.

     1.79 “FTE Rate” means (a) with respect to the conduct by ARCHEMIX of any Technology Transfer Activities, [***] Dollars (US $[***]); (b) with respect to the conduct by ARCHEMIX of ARCHEMIX Research Activities in all MERCK Funded Research Projects, [***] Dollars (US $[***]); (c) with respect to the conduct by ARCHEMIX of ARCHEMIX Research Activities in all ARCHEMIX Internal Research Projects pursuant to MERCK’s Additional Research Request as described in Section 3.9.2 or set forth in an Annual Research Plan approved by the JSC after MERCK’s payment of the applicable Option Exercise Fee and/or the conduct by ARCHEMIX of ARCHEMIX Research Activities in all MERCK Internal Research Projects pursuant to Section 3.7.2(c), [***] Dollars (US $[***]) and (d) with respect to the conduct by ARCHEMIX of ARCHEMIX Development Activities other than with respect to a Co-Developed Collaboration Aptamer, ARCHEMIX’s [***] FTE Rate; provided, that, for each Contract Year on and after the first Contract Year, the applicable FTE Rate shall be adjusted by an amount per Contract Year to be determined by multiplying the then-applicable FTE Rate by the cumulative increase or decrease in the Consumer Price Index since the Effective Date ([***] for all items; [***]; available at http://www.bls.gov/cpi/home.htm). The FTE Rate includes all salary, employee benefits, materials and all other expenses including support staff and overhead for or associated with the scientists of a Party performing activities but does not include Third Party Costs.

     1.80 “GAAP” means United States generally accepted accounting principles, consistently applied.

     1.81 “Hatch-Waxman Act” means the Drug Price Competition and Patent Term Restoration Act of 1984, as amended.

     1.82 “[***] Target” means the ARCHEMIX Internal Program Target identified on Schedule B attached hereto as [***]. For purposes of clarity, the [***] Target includes both or either of [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.83 “ICC” means the International Chamber of Commerce in Paris, France.

     1.84 “IND” means: (a) an Investigational New Drug Application as defined in the FDCA and regulations promulgated thereunder or any successor application or procedure required to initiate clinical testing of a Development Candidate in humans in the United States; (b) a counterpart of an Investigational New Drug Application that is required in any other country or region in the Territory before beginning clinical testing of a Development Candidate in humans in such country or region; and (c) all supplements and amendments to any of the foregoing.

     1.85 “Indication” means any human indication, disease or condition which can be treated, prevented, cured or the progression of which can be delayed. For purposes of clarity, distinctions between human indications, diseases or conditions with respect to a Product shall be made by reference to the World Health Organization International Classification of Diseases, version 10 (as revised and updated, “ICD10”).

     1.86 “Initiation” or “Initiate” means, with respect to a human clinical trial, the first date that a subject or patient is dosed in such clinical trial.

     1.87 “In Vitro Diagnostics” means the use of the SELEX Process or aptamers or photoaptamers identified through the use of the SELEX Process in the assay, testing or determination, outside of a living organism, of a substance in a test material. In Vitro Diagnostics shall include, among other things, the use of the SELEX Process or aptamers or photoaptamers identified through the use of the SELEX Process in the assay, testing or determination: (a) outside of a living organism, (i) of a human substance in a test material, often to identify or follow the progression of a disease or disorder, or to select a patient for treatment; (ii) of a plant substance, animal substance or other substance in a test material, often to identify or follow the progression of a disease, process, or disorder in a human or non-human organism; and (iii) of environmental substances (as in water quality testing); and (b) of a substance on a test material such as cells (as in FACS analysis or other measurements of pathogens within biological samples).

     1.88 “In Vivo Diagnostic Agent” means any product containing one or more aptamers that is used for any human in vivo diagnostic purpose related to (inter alia) the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state.

     1.89 “IPO Price” means the price per share paid by investors participating in the Qualified IPO.

     1.90 “Joint Development Committee” or “JDC” means the committee composed of ARCHEMIX and MERCK representatives established pursuant to Section 2.3.

     1.91 “Joint Patent Rights” means Patent Rights that contain one or more claims that cover Joint Technology.

     1.92 “Joint Project Team” or “JPT” means the committee composed of ARCHEMIX and MERCK representatives established pursuant to Section 2.2.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.93 “Joint Steering Committee” or “JSC” means the committee composed of ARCHEMIX and MERCK representatives established pursuant to Section 2.1.

     1.94 “Joint Co-Developed Program Patent Rights” means any Patent Rights that contain one or more claims that cover Joint Co-Developed Program Technology.

     1.95 “Joint Co-Developed Program Technology” means any Co-Developed Program Technology that is (a) jointly conceived or first reduced to practice (actively or constructively) by employees of, or consultants to, MERCK and employees of, or consultants to, ARCHEMIX or (b) conceived or reduced to practice solely by employees of, or consultants to, a Party with the use in any material respect of any Technology, Patent Rights or Proprietary Materials of the other Party. For purposes of clarity, Joint Co-Developed Program Technology shall not include Program Aptamer-Specific Technology.

     1.96 “Joint Technology” means (a) all Program Generic Technology and (b) any Program Technology (other than Program Aptamer-Specific Technology) that is (i) jointly conceived or reduced to practice by employees of, or consultants to, MERCK and employees of or consultants to ARCHEMIX or (ii) conceived or reduced to practice solely by employees of, or consultants to, a Party with the use in any material respect of any Technology, Patent Rights or Proprietary Materials of the other Party. For purposes of clarity, any Program Technology that relates to the SELEX Process or to the SELEX Technology shall not be considered Joint Technology irrespective of which Party conceived or reduced to practice such improvement. For purposes of clarity, Joint Technology shall not include Program Aptamer-Specific Technology.

     1.97 “Knowledge” means, with respect to a Party, the actual knowledge of any employee of such Party.

     1.98 “Lead Compound” means any Program Aptamer that [***] Program Target that is first identified in the conduct of the Research Program or Development Program, or any Aptamer [***] first identified in the conduct of the Research Program or Development Program that [***] Program Target; provided, that, no Collaboration Aptamer shall, after [***], be nominated or designated as a Lead Compound.

     1.99 “Licensed Patent Rights” means any ARCHEMIX Patent Rights and ARCHEMIX’s interest in Joint Patent Rights that (a) contain one or more claims that cover any Collaboration Aptamer, including its manufacture or its formulation or a method of its delivery or of its use, (b) contain one or more claims that cover the SELEX Process or SELEX Technology or (c) are necessary for MERCK to exercise the licenses granted to it pursuant to Sections 8.1.1 and 8.2. For purposes of clarity, Licensed Patent Rights existing as of the Effective Date include those listed on Schedule 3 attached hereto.

     1.100 “Licensed Technology” means any ARCHEMIX Technology and ARCHEMIX’s interest in Joint Technology that (a) relates to any Collaboration Aptamer, including its manufacture or its formulation or a method of its delivery or of its use; (b) relates to the SELEX Process or SELEX Technology; and (c) is necessary for MERCK to exercise the licenses granted to it pursuant to Sections 8.1.1 and 8.2.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.101 “Major Market Country” means each of the [***] and [***].

     1.102 “Marketing Support Clinical Trial” means a clinical trial conducted in humans in any country, the results of which are intended to be used to support the marketing of a drug within its approved Indication in such country.

     1.103 “MERCK Background Technology” means any Technology that is used by MERCK, or provided by MERCK for use, in the Research Program and/or Development Program that is (a) Controlled by MERCK as of the Effective Date or (b) conceived or first reduced to practice by employees of, or consultants to, MERCK after the Effective Date other than in the conduct of MERCK Research Activities or MERCK Development Activities and without the use in any material respect of any Collaboration Aptamers, ARCHEMIX Technology, ARCHEMIX Patent Rights, or ARCHEMIX Materials. For purposes of clarity, MERCK Background Technology shall not include MERCK Program Technology or MERCK’s interest in Joint Technology.

     1.104 “MERCK Co-Developed Program Patent Rights” means any Patent Rights Controlled by MERCK that contain one or more claims that cover MERCK Co-Developed Program Technology.

     1.105 “MERCK Co-Developed Program Technology” means any Co-Developed Program Technology that is conceived or first reduced to practice by employees of, or consultants to, MERCK, alone or jointly with any Third Party, without the use in any material respect of any ARCHEMIX Technology, ARCHEMIX Patent Rights, ARCHEMIX Materials or Joint Technology. For purposes of clarity, MERCK Co-Developed Program Technology does not include MERCK Program Technology.

     1.106 “MERCK Co-Development Sharing Percentage” means, with respect to each Co-Developed Collaboration Aptamer, a percentage equal to the [***] and the [***].

     1.107 “MERCK Development Activities” means all Development activities (including without limitation all Development activities conducted with respect to Co-Developed Collaboration Aptamers) specified to be conducted by MERCK in any Annual Development Plan (or amendment thereto).

     1.108 “MERCK Funded Program Targets” means up to five (5) Targets to be proposed by MERCK and accepted by ARCHEMIX for inclusion in the MERCK Funded Research Projects pursuant to Section 3.7.1. For purposes of clarity, at least three (3) of the MERCK Funded Program Targets shall be for oncology Indications.

     1.109 “MERCK Funded Research Projects” means the Research Projects to be conducted by ARCHEMIX at the ARCHEMIX Facility and funded by MERCK involving the identification and initial testing of Aptamers against the MERCK Funded Program Targets. For purposes of clarity, each MERCK Funded Research Project shall commence within [***] days of the date that the applicable MERCK Internal Program Target is accepted by ARCHEMIX for inclusion on the Target Exclusivity List.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

16

     1.110 “MERCK Internal Program Targets” means up to five (5) Targets identified by MERCK through its practice of the SELEX License to be proposed by MERCK and accepted by ARCHEMIX for inclusion in the MERCK Internal Research Projects pursuant to Section 3.7.2. For purposes of clarity, at least three (3) of the MERCK Internal Program Targets shall be for oncology Indications.

     1.111 “MERCK Internal Research Projects” means the Research Projects to be conducted by (i) MERCK through its practice of the SELEX License, and/or (ii) ARCHEMIX at the ARCHEMIX Facility and funded by MERCK involving the identification and initial testing of Aptamers against the MERCK Internal Program Targets. For purposes of clarity, each MERCK Internal Research Project shall commence within [***] days of the date that the applicable MERCK Internal Program Target is accepted by ARCHEMIX for inclusion on the Target Exclusivity List.

     1.112 “MERCK Materials” means any Proprietary Materials that are Controlled by MERCK and used by MERCK, or provided by MERCK for use, in the Research Program and/or the Development Program.

     1.113 “MERCK Non-SELEX Improvements” means any Technology Controlled by MERCK during the Term of this Agreement that (a) is conceived or first reduced to practice (actively or constructively) as a result of the practice by MERCK of the SELEX License and (b) is not a MERCK SELEX Improvement.

     1.114 “MERCK Patent Rights” means any Patent Rights Controlled by MERCK that contain one or more claims that cover MERCK Technology.

     1.115 “MERCK Program Technology” means (a) any Program Technology that (i) is not ARCHEMIX Program Technology or Joint Technology and (ii) is conceived or first reduced to practice by employees of, or consultants to, MERCK, alone or jointly with any Third Party, without the use in any material respect of any ARCHEMIX Technology, ARCHEMIX Patent Rights, ARCHEMIX Materials or Joint Technology; (b) any Program Aptamer-Specific Technology; and (c) any Development Program Technology.

     1.116 “MERCK Research Activities” means all activities specified to be conducted by MERCK in any Annual Research Plan (or amendment thereto) that are approved by the JPT and JSC.

     1.117 “MERCK SELEX Improvements” means any Technology that is conceived or first reduced to practice by MERCK through the practice of the SELEX License that constitutes a modification or improvement to the Licensed Technology or Licensed Patent Rights, including, without limitation, the SELEX Process or the SELEX Technology.

     1.118 “MERCK Share Amount” means that number of shares of ARCHEMIX Common Stock equal to the lesser of (a) [***] Dollars (US $[***]) divided by the IPO Price and (b) [***] percent ([***]%) of the total gross offering proceeds (prior to underwriter commissions

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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and expenses) raised by ARCHEMIX in the Qualified IPO and any concurrent private placement divided by the IPO Price.

     1.119 “MERCK Technology” means, collectively, MERCK Background Technology and MERCK Program Technology.

     1.120 “Minimum FTE Funding Commitment” means, with respect to each Research Project conducted in any Contract Year during the Research Program Term (including [***] to the extent that work is performed by [***] pursuant to MERCK’s Additional Research Request for the development of an additional Compound Candidate as described in Section 3.9.2 or set forth in an Annual Research Plan approved by the JSC after [***] of the [***]), the funding of at least [***] ARCHEMIX FTEs at the applicable FTE Rate, but only to the extent that ARCHEMIX staffs each such Research Project with [***] ARCHEMIX FTEs and employs, or is prepared to employ, each such FTE for the Research Project in question.

     1.121 “NDA” means a New Drug Application, as defined in the FDCA and regulations promulgated thereunder or any successor application or procedure required to sell a Product in the United States.

     1.122 “Net Sales” means the gross amount billed or invoiced by MERCK or any of its Affiliates or Sublicensees to Third Parties throughout the Territory for sales or other dispositions or transfers for value of Products less (a) allowances for normal and customary trade, quantity and cash discounts actually allowed and taken, (b) transportation, insurance and postage charges, if prepaid by MERCK or any Affiliate or Sublicensee of MERCK and included on any such party’s bill or invoice as a separate item, (c) credits, rebates, returns pursuant to agreements (including, without limitation, the amounts written off by MERCK, or any of its Affiliates or Sublicensees, by reason of uncollectible gross amounts billed or invoiced for sales of Product up to a maximum of [***] percent ([***]%) of Net Sales per Calendar Year, managed care agreements) or government regulations, to the extent actually allowed; and (d) sales, use and other consumption taxes similarly incurred to the extent included on the bill or invoice as a separate item. In addition, Net Sales are subject to the following:

          (i) If MERCK or any of its Affiliates or Sublicensees effects a sale, disposition or transfer of a Product to a customer in a particular country other than on customary commercial terms or as part of a package of products and services, the Net Sales of such Product to such customer shall be deemed to be “the fair market value” of such Product. For purposes of this subsection, “fair market value” shall mean the value that would have been derived had such Product been sold as a separate product to another customer in the country concerned on customary commercial terms.

          (ii) In the case of pharmacy incentive programs, hospital performance incentive program chargebacks, disease management programs, similar programs or discounts on “bundles” of products, all discounts and the like shall be allocated among products on the basis on which such discounts and the like were actually granted or, if such basis cannot be determined, in proportion to the respective list prices of such products or such other reasonable allocation method as the Parties shall agree.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          (iii) For purposes of clarity, use of any Product in clinical trials, pre-clinical studies or other research or development activities, or disposal or transfer of Products for a bona fide charitable purpose or a commercially reasonable sampling program, shall not give rise to any Net Sales.

     1.123 “Optimized Lead Compound” means (i) with respect to the MERCK Funded Research Projects or MERCK Internal Research Projects, any [***] Compound that the JPT nominates and the JSC accepts as meeting the OLSC for such Program Target; provided, that, no [***] shall, after becoming a [***], be nominated or designated as an Optimized Lead Compound, and (ii) with respect to the ARCHEMIX Internal Research Projects any Compound Candidate that MERCK designates as an Optimized Lead Compound in accordance with Section 3.9.1 or Section 3.9.2.

     1.124 “Optimized Lead Compound Selection Criteria” or “OLSC” means (i) with respect to the OLSC for Optimized Lead Compounds that arise from the MERCK Funded Research Projects or MERCK Internal Research Projects, the guideline criteria for selecting Lead Compounds that are sufficiently promising to warrant further research as an Optimized Lead Compound as set forth in Schedule 1A attached hereto, as such Schedule 1A may be amended from time to time by the JSC in order to account for Target specificities, which amendment shall occur before any research activities are initiated with respect to such Optimized Lead Compound against the applicable Program Target, and (ii) with respect to the OLSC for Optimized Lead Compounds that arise from the ARCHEMIX Internal Research Projects, the guideline criteria for selecting Aptamers that are sufficiently promising to warrant further research as an Optimized Lead Compound as set forth in Schedule 1B attached hereto, as such Schedule 1B may be amended from time to time by ARCHEMIX in order to account for Target specificities. Notwithstanding anything to the contrary set forth in Schedule 1A, for purposes of determining whether a Lead Compound has been designated as an Optimized Lead Compound for Milestone 1 in Section 6.5.1, [***] shall be required to be performed with respect to such Lead Compound, whether or not included as part of the OLSC.

     1.125 “Opt-Out Date” means, with respect to each Co-Developed Collaboration Aptamer, [***] days from (a) the [***] by the [***] to [***] an [***] for [***] (the “[***] Opt-Out Date”), (b) the [***] by ARCHEMIX of the[***] and any other [***]by MERCK to [***] the [***] by the [***] into the [***] or[***] (the “[***] Opt-Out Date”), and/or (c) the [***] by ARCHEMIX of the [***] and any other [***] by MERCK to [***] the [***]by the [***] to [***] the [***] with respect to such [***] (the “[***] Opt-Out Date”).

     1.126 “Patent Rights” means the rights and interests in and to issued patents and pending patent applications (which, for purposes of this Agreement, include certificates of invention, applications for certificates of invention and priority rights) in any country or region, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof, and all foreign counterparts of any of the foregoing.

     1.127 “Permitted Activities” means (a) [***] to any [***], any[***] ARCHEMIX [***] to such [***] for [***]and/or for [***] for the [***] of [***] aptamers that [***] to a [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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a [***] and (b) [***] ARCHEMIX [***] of [***] to [***] and/or [***] aptamers [***]of the [***] but [***]; provided, that, ARCHEMIX [***] (y) [***] or otherwise [***] in the [***] of the [***] are the [***] of any [***] of [***] and (z) [***] or [***] in the [***] and/or[***] of any [***] of the [***].

     1.128 “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or political subdivision, department or agency of a government.

     1.129 “Phase I Clinical Trial” means a clinical trial conducted in healthy humans or patients, which clinical trial is designed to establish the safety, drug-drug interactions and/or pharmacokinetics of an investigational drug given its intended use, and to support continued testing of such drug in Phase II Clinical Trials.

     1.130 “Phase II Clinical Trial” means a clinical trial conducted in patients with a particular disease or condition, which clinical trial is designed to establish the safety, appropriate dosage and pharmacological activity of an investigational drug given its intended use, and to initially explore its efficacy for such disease or condition.

     1.131 “Phase III Clinical Trial” means a pivotal clinical trial conducted in patients with a particular disease or condition, which clinical trial is designed to ascertain efficacy and safety of an investigational drug for its intended use and to define warnings, precautions and Adverse Events that are associated with an investigational drug in the dosage range intended to be prescribed, with the purpose of preparing and submitting applications for Regulatory Approval or label expansion to the pertinent Regulatory Authority in any country.

     1.132 “Product” means any pharmaceutical or medicinal item, substance or formulation that contains, incorporates or comprises a Collaboration Aptamer or any Aptamer Derived therefrom that binds a Program Target. Notwithstanding the above, if a first pharmaceutical or medicinal item, substance or formulation is deemed to be a Product for purposes of this Agreement, any subsequent pharmaceutical or medicinal item, substance or formulation will be considered to be an additional Product for purposes of this Agreement only to the extent that it is a new chemical entity (as defined by the FDCA) with respect to the existing Product(s). For purposes of clarity, the term Product shall include, collectively, all Royalty-Bearing Products, all Co-Developed Products and all Co-Promoted Products.

     1.133 “Product Commercialization Plan” means, with respect to each Product (including without limitation any Co-Developed Product), the written plan for the Commercialization of such Product in the Territory (including, without limitation, expected manufacturing scale-up, manufacture, formulation and filling requirements for such Product and a detailed strategy, budget and proposed timelines), as such plan may be amended or updated.

     1.134 “Product Trademark” means any trademark or trade name, whether or not registered, or any trademark application or renewal, extension or modification thereof, in the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

20

Territory, or any trade dress and packaging, in each case (a) that are applied to or used with any Product by MERCK and (b) together with all goodwill associated therewith and promotional materials relating thereto.

     1.135 “Program Aptamer” means any [***] that is an [***] that [***] and that is first identified in the performance of the Research Program or during Development and/or any [***] that [***] that is [***] from such [***] and that is first identified in the performance of the Research Program or during Development.

     1.136 “Program Aptamer-Specific Patent Rights” means all Patent Rights on a claim-by-claim basis that cover only Program Aptamer-Specific Technology.

     1.137 “Program Aptamer-Specific Technology” means any Program Technology that relates specifically to (a) any Collaboration Aptamer or (b) the manufacture, formulation, delivery, production or use of a Collaboration Aptamer. For purposes of clarity, all Co-Developed Collaboration Aptamers shall be considered Program Aptamer-Specific Technology, irrespective of which Party conceived or reduced to practice such Co-Developed Program Technology.

     1.138 “Program Generic Patent Rights” means Patent Rights on a claim-by-claim basis that cover only Program Generic Technology.

     1.139 “Program Generic Technology” means any Program Technology that relates generally to the manufacture, formulation, delivery, production or use of Aptamers.

     1.140 “Program Oligonucleotide” means the [***] and [***] obtained from an [***] and [***] and [***] in the performance of the [***] against a [***] that is not a [***].

     1.141 “Program Target” means each Target listed on the Target Exclusivity List, as amended from time to time in accordance with Section 3.8.2.

     1.142 “Program Technology” means any Technology (including, without limitation, any new and useful process, method of manufacture or composition of matter) or Proprietary Materials that are conceived or first reduced to practice (actively or constructively) by either Party in the conduct of the Research Program.

     1.143 “Proprietary Materials” means tangible chemical, biological or physical materials (a) that are furnished by or on behalf of one Party to the other Party in connection with this Agreement, whether or not specifically designated as proprietary by the Transferring Party or (b) that are otherwise conceived or reduced to practice in the conduct of the Research Program or the Development Program.

     1.144 “Qualified IPO” means any firm commitment underwritten initial public offering by ARCHEMIX on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market filed under the Securities Act of 1933, as amended, covering the offer and sale of shares of Common Stock, $.001 par value per share, of ARCHEMIX, with total

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

21

gross offering proceeds to ARCHEMIX (prior to underwriter commissions and expenses) of at least [***] dollars ($[***]).

     1.145 “Quarterly FTE Payment” means the amount payable by MERCK to ARCHEMIX for ARCHEMIX’s FTE Costs for (i) all Research Projects to be conducted during each Calendar Quarter of the Research Program Term, which shall equal ARCHEMIX’s estimated FTE Cost as set forth in the Annual Research Plans for such Research Projects and Calendar Quarter and (ii) all Requested ARCHEMIX Activities and/or ARCHEMIX De Novo Research Activities which shall equal ARCHEMIX’s estimated FTE Cost for such activities and Calendar Quarter.

     1.146 “Radio Therapeutic” means any product for human therapeutic use that contains one or more aptamers that targets specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates (a) radionucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.

     1.147 “Regulatory Approval” means, with respect to any country or region in the Territory, any approval, product and establishment license, registration or authorization of any Regulatory Authority required for the manufacture, use, storage, importation, exportation, distribution, transport or sale of a Product for use in the Field in such country or region.

     1.148 “Regulatory Authority” means the FDA, or any counterpart of the FDA outside the United States, or any other national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity with authority over the distribution, importation, exportation, manufacture, production, use, storage, transport, clinical testing or sale of a Product.

     1.149 “Regulatory Filings” means, collectively: (a) all INDs, establishment license applications, drug master files, applications for designation as an “Orphan Product(s)” under the Orphan Drug Act, for “Fast Track” status under Section 506 of the FDCA (21 U.S.C. § 356) or for a Special Protocol Assessment under Section 505(b)(4)(B) and (C) of the FDCA (21 U.S.C. § 355(b)(4)(B)), NDAs and BLAs and all other similar filings (including, without limitation, counterparts of any of the foregoing in any country or region in the Territory); (b) all supplements and amendments to any of the foregoing; and (c) all data and other information contained in, and correspondence relating to, any of the foregoing.

     1.150 “Research Program” means the research program to be conducted by the Parties for each Research Project during the Research Program Term pursuant to the Annual Research Plan up to and including the selection of Optimized Lead Compounds from Lead Compounds. For purposes of clarity, the Research Program does not include any Development activities performed in the course of the Development Program or any activities performed by MERCK under the SELEX License.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.151 “Research Program Term” means the period beginning on the Effective Date and ending on the last day of the fifth (5^th) Contract Year; provided, that, if this Agreement is terminated prior to the end of the Research Program Term, the effective date of such early termination shall become the last day of the Research Program Term.

     1.152 “Research Projects” means, collectively, the MERCK Funded Research Projects, the MERCK Internal Research Projects and any ARCHEMIX Internal Research Projects for which MERCK has exercised its Compound Candidate Option.

     1.153 “Royalty-Bearing Product” means (a) any Product that is not a Co-Developed Product and (b) any Co-Developed Product to the extent sold outside of the Co-Development Territory.

     1.154 “Royalty Term” means, on a Royalty-Bearing Product-by-Royalty-Bearing Product and country-by-country basis, the period beginning on the date of First Commercial Sale of a Royalty-Bearing Product in a country and ending on the later to occur of (a) expiration of the last to expire Valid Claim of the Licensed Patent Rights, Program Aptamer-Specific Patent Rights, Co-Developed Program Patent Rights or Joint Patent Rights in such country that covers such Royalty-Bearing Product or its identification, manufacture, use, import, offer for sale or sale or (b) (i) with regard to the first Royalty-Bearing Product for each Program Target sold in such country, fifteen (15) years from the date of the First Commercial Sale of such first Royalty-Bearing Product in such country or (ii) with regard to each additional Royalty-Bearing Product for such Program Target sold in such country, ten (10) years from the date of the First Commercial Sale of each such additional Royalty-Bearing Product in such country.

     1.155 “SELEX License Term” means the period commencing on the Effective Date and continuing until the [***] or [***] of the [***].

     1.156 “SELEX Portfolio” means those Patent Rights licensed by Gilead to ARCHEMIX pursuant to the ARCHEMIX-Gilead License Agreement.

     1.157 “SELEX Process” means any means used for the identification or generation of a nucleic acid that binds to a Target by means other than Watson-Crick base-pairing, including without limitation any such process that (a) is covered by, or is described in, the SELEX Portfolio, including without limitation U.S. Patent Nos[***] or [***], (b) is covered by, or is described in, any other Patent Rights Controlled by ARCHEMIX, and (c) any continuations, divisionals, and continuations-in-part, substitutions, renewals, reissues, re-examinations and extensions of and improvements to the inventions covered by, or described in, the foregoing Patent Rights.

     1.158 “SELEX Technology” means (a) generic aptamer compositions and (b) any process for modifying, optimizing and/or stabilizing an aptamer wherein such modification, optimization or stabilization includes, without limitation minimization, truncation, conjugation, pegylation, complexation, substitution, deletion and/or incorporation of modified nucleotides.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.159 “SELEX Technology Transfer Plan” means the written plan to be prepared by the Parties and attached hereto as Exhibit A which describes the technology transfer and training activities to be carried out by ARCHEMIX during the Technology Transfer Term pursuant to Section 3.2 with respect to the use of the SELEX Process and the SELEX Technology, as such written plan may be amended, modified or updated from time to time by the Parties.

     1.160 “Signing Date” means the date first written above.

     1.161 “sNDA” means a Supplemental New Drug Application, as defined in the FDCA and applicable regulations promulgated thereunder.

     1.162 “Stock Purchase Agreement” means the Series C Convertible Preferred Stock Purchase Agreement dated as of the Signing Date by and between the Parties.

     1.163 “Sublicense Agreement” means any agreement entered into by MERCK with a Sublicensee.

     1.164 “Sublicensee” means any Third Party to which MERCK grants a sublicense under the licenses granted to it under Section 8.1 or 8.2.

     1.165 “Supplemental Product” means a product having independent, supplementary or enabling therapeutic effect (e.g., as a catalyst or adjuvant) or diagnostic utility.

     1.166 “Target” means a protein, cytokine, enzyme, receptor, transducer, transcription factor, antigen or any other non-nucleic acid molecule.

     1.167 “Target Exclusivity List” means the list of Program Targets on Schedule 2A attached hereto, as amended pursuant to Section 3.8.2.

     1.168 “Target Selection Field” means the treatment, prevention, cure or delay of onset or progression in humans of [***] Indications. For purposes of clarity, the Parties agree that the treatment, prevention, cure or delay of onset or progression of [***] shall be included in the Target Selection Field.

     1.169 “Target Validation Activities” means the use of Aptamers identified by MERCK through the practice of the SELEX License to bind to a Target in [***] assays in order to activate, inhibit or otherwise modulate the biological activity of such Target and thereby demonstrate that such activation, inhibition or modulation may be useful for the development of Aptamers for use in the Field.

     1.170 “Technology” means, collectively, inventions, discoveries, improvements, trade secrets and proprietary methods, whether or not patentable, including without limitation: (a) methods of production or use of, and structural and functional information pertaining to, chemical compounds; and (b) compositions of matter, data, formulations, processes, techniques, know-how and results (including, without limitation, any negative results).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.171 “Terminated Compounds” means (a) all Collaboration Aptamers upon any termination of this Agreement by ARCHEMIX pursuant to Section 11.2.2 or 11.2.3 or by MERCK pursuant to Section 11.2.1; and (b) the relevant Collaboration Aptamers binding specifically to the Program Target for which MERCK’s license is terminated by ARCHEMIX pursuant to Section 11.2.2 due to failure of MERCK to meet its diligence obligations.

     1.172 “Territory” means all countries and territories of the world.

     1.173 “Third Party” means a Person other than MERCK and ARCHEMIX and their respective Affiliates.

     1.174 “ULEHI” means University License Equity Holdings, Inc., formerly known as UTC.

     1.175 “URC License Agreement” means the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead as successor in interest to NeXstar.

     1.176 “UTC” means University Technology Corporation, the successor to the University Research Corporation.

     1.177 “Valid Claim” means any claim of a pending patent application or an issued unexpired patent that (a) has not been finally cancelled, withdrawn, abandoned or rejected by any administrative agency or other body of competent jurisdiction, (b) has not been permanently revoked, held invalid, or declared unpatentable or unenforceable in a decision of a court or other body of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal, (c) has not been rendered unenforceable through disclaimer or otherwise, and (d) is not lost through an interference proceeding.

     1.178 “Waived Compound” means any Collaboration Aptamer directed against a Waived Target.

     1.179 “Waived Target” means (a) any Program Target for which MERCK, in its sole discretion, discontinues Development of a Development Candidate; provided, that, no other Development Candidates for such Program Target are in Development at such time and (b) any Program Target which MERCK designates as a Waived Target in writing to ARCHEMIX.

     Additional Definitions. In addition, each of the following definitions shall have the respective meanings set forth in the section of this Agreement indicated below:

Definition	Section
Annual Reconciliation Statement	6.4.1(b)
Additional Research Request	3.9.2(a)
ARCHEMIX Change of Control Notice	13.2.1(a)
ARCHEMIX Indemnitees	12.2
ARCHEMIX Internal Program Target Notice	3.9.3

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Definition	Section
Backup Compound Candidate	3.9.1(b)
Backup Compound Candidate Evaluation Period	3.9.1(b)
Backup Compound Candidate Notice	3.9.1(b)
Backup Compound Candidate Option	3.9.1(b)
Claims	12.1
Co-Developed Development Candidate	4.10.2(a)
Co-Development and Co-Promotion Option	4.10.2(a)
Co-Development and Co-Promotion Option Notice	4.10.2(a)
Co-Development Option Exercise Period	4.10.2(a)
Collaboration Manager	2.4
Competing Aptamer Product	7.10.1(d)
Co-Promotion Agreement	4.10.2(c)
Co-Promotion Option Period	4.11.1
Designated Senior Officers	2.1.6
Designation Notice	7.1.2(c)(i)
Dispute	13.1.1
Disputed Matter	2.1.6
Evaluation Period	3.9.1(a)
Expert	14.1.2(a)
Filing Party	10.1.4
Generic Product	6.6.1(e)
Gilead Indemnitee	13.3
Indemnified Party	13.4
Indemnifying Party	13.4
Infringement	10.2.1(a)
Infringement Notice	10.2.1(a)
IPO Effective Date	5.5.2(c)
JCC	Schedule 9
JPT	2.2.1
JPT Term	2.2.1
JSC Term	2.1.1
Late Stage Development Activities	4.10.6(b)
Losses	12.1
MERCK Change of Control Notice	13.2.2(a)
MERCK Contribution	6.4.1(b)
MERCK Indemnitees	13.1
MERCK Internal Program Target Requests	3.7.2(c)
MERCK IPO Shares	5.2.2(b)
MERCK IPO Share Amount	5.2.2(c)
MERCK Private Placement Shares	5.2.2(c))
MERCK Private Placement Share Amount	5.2.2(b)
MTA	3.9.1(a)
Net Income Payments	6.7.1
Non-Filing Party	10.1.4
Opting-Out Party	4.10.7(d)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Definition	Section
Option Fee	6.3
Option Exercise Fee	6.3
Opt-Out Right	4.10.6(d)
Opt-Out Right Notice	4.10.6(d)
Opt-Out Right Notice Period	4.10.6(d)
Patent Coordinator	8.4
Primary Compound Candidate	3.9.1(a)
Primary Compound Candidate Notice	3.9.1(a)
Primary Compound Candidate Option	3.9.1(a)
Private Placement	5.2.1
Private Placement Closing	5.2.2(d)
Private Placement Closing Date	5.2.2(d)
Private Placement Purchase Price	5.2.2(c)
Purchase Notice	5.2.2(c)
Qualified IPO Notice	5.2.2(a)
Qualified IPO Purchase Price	5.2.2(c)
Requested ARCHEMIX Activities	3.9.2(a)
Requested Chemistry	6.6.1(c)
Recipient Party	3.13
Roll-Over Payment	4.10.7(c)
SELEX License	7.1.1(a)(i)
Separation Date	4.10.6(d)
Sole Developing Party	4.10.6(d)
Technology Transfer Activities	3.2
Technology Transfer Costs	3.2
Technology Transfer Term	3.2
Term	11.1
Third Party Chemistry Payments	6.6.1(c)
Third Party Costs	7.5.3
Third Party Payments	6.6.1(c)
Transferring Party	3.13

2. ADMINISTRATION OF THE COLLABORATION

2.1 Joint Steering Committee.

          2.1.1 Establishment. Within [***] days from the Effective Date, ARCHEMIX and MERCK shall establish the Joint Steering Committee. Unless otherwise agreed by the Parties, the term for the JSC shall commence as of the Effective Date and continue until the last day of the Research Program Term (“JSC Term”); provided, that, the JSC Term shall be extended in the event that, and for so long as, the JPT Term is extended or the JDC and/or the JCC is in existence. The JSC shall have and perform the responsibilities set forth in Section 2.1.4.

          2.1.2 Membership. Upon establishment of the JSC, each Party shall designate in writing, in its sole discretion, [***] members to the JSC, which shall be members of its

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

27

management. Unless otherwise agreed by the Parties, one of MERCK’s designees shall be designated by MERCK as the Chair. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JSC, by giving written notice to the other Party. Initial designees of the Parties to the JSC shall be designated by each Party by written notice to the other Party as soon as is reasonably practicable following the Effective Date.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     2.1.3 Meetings.

          (a) Schedule of Meetings; Agenda. The JSC shall establish a schedule of times for regular meetings, taking into account the planning needs of the Collaboration and its responsibilities. In urgent cases, special meetings of the JSC may be convened by any member upon [***] days (or, if such meeting is proposed to be conducted by teleconference, upon [***]) written notice to the other members; provided, that, (i) notice of any such special meeting may be waived at any time, either before or after such meeting, and such waiver shall be the equivalent to the giving of a valid notice hereunder, and (ii) attendance of any member at a special meeting shall constitute a valid waiver of notice from such member. In no event shall the JSC meet less frequently than once in each Calendar Year. Regular and special meetings of the JSC may be held in person or by teleconference or videoconference; provided, that, meetings held in person shall alternate between the respective offices of the Parties. The Chair shall prepare and circulate to each JSC member an agenda for each JSC meeting not later than one (1) week prior to such meeting.

          (b) Quorum; Voting; Decisions. At each JSC meeting (i) the presence in person of at least [***] member designated by each Party shall constitute a quorum and (ii) all members designated by each Party who are present shall have [***] on all matters before the JSC at such meeting. All decisions of the JSC shall be made by unanimous vote Alternatively, the JSC may act by written consent signed by at least [***] member designated by each Party subject to Section 2.1.6. Whenever any action by the JSC is called for hereunder during a time period in which the JSC is not scheduled to meet, the Chair shall cause the JSC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JSC may attend JSC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

          (c) Minutes. The JSC shall keep minutes of its meetings that record all decisions and all actions recommended or taken in reasonable detail. Drafts of the minutes shall be prepared and circulated to the members of the JSC within a reasonable time after the meeting, not to exceed [***] business days. The Chair shall have responsibility for the preparation and circulation of draft minutes. Each member of the JSC shall have the opportunity to provide comments on the draft minutes. The minutes shall be approved, disapproved and revised as necessary at the next JSC meeting or within [***] days of the meeting whichever occurs first. Upon approval, final minutes of each meeting shall be circulated to the members of the JSC by the Chair.

     2.1.4 Responsibilities. The JSC shall be responsible for overseeing the conduct and progress of the Research Program, the Development of Optimized Lead Compounds, the Development and Commercialization of Co-Developed Collaboration Aptamers and the Development of other Aptamers for which ARCHEMIX is performing Development activities. Without limiting the generality of the foregoing, the JSC shall have the following responsibilities:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

29

          (a) overseeing the JPT’s, JDC’s and JCC’s performance of its respective responsibilities;

          (b) reviewing and approving each Annual Research Plan and each Annual Development Plan under which ARCHEMIX is responsible for performing ARCHEMIX Development Activities for a Collaboration Aptamer, including, without limitation, a Co-Developed Development Candidate;

          (c) determining, in accordance with Section 4.10.6(b), the ARCHEMIX Co-Development Participation Level with respect to a Co-Developed Development Candidate;

          (d) determining whether to file an IND and whether to Initiate any Clinical Trial, with respect to a Collaboration Agreement;

          (e) reviewing and approving any amendment to each Annual Research Plan approved by the JPT and submitted to it for its approval;

          (f) reviewing and approving any amendment to an Annual Development Plan that covers a Co-Developed Development Candidate and/or under which ARCHEMIX is responsible for performing Development activities approved by the JPT and submitted to it for its approval;

          (g) reviewing data, reports or other information submitted to it by the JPT from time to time;

          (h) resolving all JPT, JDC and JCC matters that are in dispute;

          (i) reviewing and either approving or rejecting any decision of the JPT to nominate any Lead Compound as an Optimized Lead Compound or any decision of the JPT to nominate any Optimized Lead Compound as a Development Candidate;

          (j) resolving any dispute as to whether a milestone event under this Agreement has occurred; and

          (k) implementing a mutually acceptable mechanism for reporting Adverse Events between the Parties for each Development Candidate and Product; and

          (l) making such other decisions as may be delegated to the JSC pursuant to this Agreement or by mutual written agreement of the Parties after the Effective Date.

     2.1.5 Interests of the Parties. Notwithstanding any other provisions of this Agreement, all decisions made and all actions taken by the JSC shall be made or taken in the best interest of the Collaboration.

     2.1.6 Dispute Resolution. The JSC members shall use reasonable efforts to reach agreement on any and all matters. Such reasonable efforts shall, if requested by any

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

30

member of the JSC, include the engagement of a mutually acceptable Person who is not affiliated with either Party and has particular experience or expertise with respect to a particular matter to advise the JSC, the expense of any such Person to be borne equally by the Parties. In the event that, despite such reasonable efforts, agreement on a particular matter cannot be reached by the JSC within thirty (30) days after the JSC first meets to consider such matter (each such matter, a “Disputed Matter”), then, if the Disputed Matter does not involve an Excepted Decision or an ARCHEMIX Decision, and except as set forth in the last sentence of this section, MERCK shall have the right to make the final decision on such Disputed Matter, but shall only exercise such right in good faith after full consideration of the positions of both Parties. Notwithstanding the foregoing, (i) if the Disputed Matter involves an ARCHEMIX Decision, then ARCHEMIX shall have the right to make the final decision on such Disputed Matter but shall only exercise such right in good faith after full consideration of the positions of both Parties and (ii) if the Disputed Matter involves an Excepted Decision, (A) the Chair of the JSC shall refer such Disputed Matter to the President of ARCHEMIX and the head of pre-clinical R&D of MERCK (the “Designated Senior Officers”), who shall promptly initiate discussions in good faith to resolve such Disputed Matter and (B) if such Disputed Matter is not resolved by the Designated Senior Officers within ten (10) days after the date the Designated Senior Officers first met to consider such Disputed Matter or forty-five (45) days after the date the JSC first met to consider such Disputed Matter, the Disputed Matter shall be resolved in accordance with Section 14.1. For purposes of clarity, under no circumstances shall the determination of whether MERCK or ARCHEMIX has used or is using Commercially Reasonable Efforts be submitted for resolution under this Section 2.1.6.

     2.2 Joint Project Team.

          2.2.1 Establishment. Within [***] days from the Effective Date, ARCHEMIX and MERCK shall establish the Joint Project Team (the “JPT”). Unless otherwise agreed by the Parties, the term for the JPT shall commence as of the Effective Date and continue until the last day of the Research Program Term (“JPT Term”); provided, that, the JPT Term shall be extended in the event that, and for so long as, ARCHEMIX has obligations to perform ARCHEMIX Development Activities other than Development Activities with respect to Co-Developed Collaboration Aptamers. The JPT shall have and perform the responsibilities set forth in Section 2.2.4.

          2.2.2 Membership. Upon establishment of the JPT, each Party shall designate in writing, in its sole discretion, [***] members to the JPT (which members shall be employees of such Party or its Affiliates). Unless otherwise agreed by the Parties, one of ARCHEMIX’s designees shall be designated by ARCHEMIX as the Chair of the JPT; provided, that, to the extent the JPT Term is extended as provided in Section 2.2.1 beyond the Research Program Term, MERCK shall have the right to designate one of MERCK’s designees as the Chair of the JPT. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JPT, by giving written notice to the other Party. Initial designees of the Parties to the JPT shall be designated by each Party by written notice to the other Party as soon as is reasonably practicable following the Effective Date.

          2.2.3 Meetings.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

31

          (a) Schedule of Meetings; Agenda. The JPT shall establish a schedule of times for regular meetings, in no event less frequently than once per [***] during the JPT Term taking into account, without limitation, the planning needs of the Research Program and its responsibilities. In urgent cases special meetings may be convened by any member upon [***] days (or, if such meeting is proposed to be conducted by teleconference, upon [***] days) written notice to the other members; provided, that, (i) notice of any such special meeting may be waived at any time, either before or after such meeting, and such waiver shall be the equivalent to the giving of a valid notice hereunder, and (ii) attendance of any member at a special meeting shall constitute a valid waiver of notice from such member. Regular and special meetings of the JPT may be held in person or by teleconference or videoconference; provided, that, meetings held in person shall alternate between the respective offices of the Parties. The chair of the JPT shall prepare and circulate to each JPT member an agenda for each JPT meeting no later than one (1) week prior to such meeting.

          (b) Quorum; Voting; Decisions. At each JPT meeting, (i) the presence in person of at least [***] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who are present shall have [***] on all matters before the JPT at such meeting. All decisions of the JPT shall be made by unanimous vote. Alternatively, the JPT may act by written consent signed by at least [***] members designated by each Party. Whenever any action by the JPT is called for hereunder during a time period in which the JPT is not scheduled to meet, the chair of the JPT shall cause the JPT to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JPT (including, without limitation, the Patent Coordinators) may attend JPT meetings as non-voting observers without the consent of the other Party. In the event that the JPT is unable to resolve any matter before it, such matter shall be referred to the JSC for decision, and, in case the JSC is unable to resolve the matter, it shall be resolved in accordance with Section 2.1.6.

          (c) Minutes. The JPT shall keep minutes of its meetings that record all decisions and all actions recommended or taken in reasonable detail. Drafts of the minutes shall be prepared and circulated to the members of the JPT within a reasonable time after the meeting, not to exceed [***] business days. The chair of the JPT shall have responsibility for the preparation and circulation of draft minutes. Each member of the JPT shall have the opportunity to provide comments on the draft minutes. The minutes shall be approved, disapproved and revised as necessary at the next JPT meeting. Upon approval, final minutes of each meeting shall be circulated to the members of the JPT by the chair of the JPT.

     2.2.4 Responsibilities. The JPT shall be responsible for (a) overseeing the conduct and progress of the Research Program, the recommendation of Optimized Lead Compounds and the recommendation of Development Candidates for which ARCHEMIX is responsible for performing ARCHEMIX Development Activities; provided, that, any ARCHEMIX Development Activities with respect to Co-Developed Collaboration Aptamers shall fall in the scope of responsibility of the Joint Development Committee described in Section 2.3 below; and (b) overseeing the Development of Optimized Lead Compounds and Development Candidates for which, and the conduct and progress of each Development Program under which, ARCHEMIX is responsible for performing ARCHEMIX Development Activities,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

32

provided, that, any ARCHEMIX Development Activities with respect to Co-Developed Collaboration Aptamers shall fall in the scope of responsibility of the Joint Development Committee described in Section 2.3 below. Without limiting the generality of the foregoing, the JPT shall have the following responsibilities:

          (a) preparing or directing the preparation of, approving, and recommending to the JSC for its approval all Annual Research Plans;

          (b) preparing or directing the preparation of and approving amendments to JSC-approved Annual Research Plans as it deems appropriate in furtherance of the objectives of the Research Program as set forth in the Research Plan and, if any member of the JPT asserts that any such JPT-approved amendment would change the objectives of such Annual Research Plan, submitting such amendment to the JSC for its consideration;

          (c) monitoring the progress of each Annual Research Plan and of each Party’s activities thereunder;

          (d) providing a forum for consensual decision making with respect to the Research Program;

          (e) reviewing data, reports or other information submitted by either Party with respect to work conducted in the Research Program;

          (f) preparing for the JSC on at least a semi-annual basis a progress report for the Research Program in reasonable detail and providing to the JSC such additional information as it may request;

          (g) recommending amendments to the OLSC and/or DCSC as it deems appropriate in furtherance of the objectives of the Research Program or Development Program, as applicable, as set forth in the Research Plan or Development Plan, as applicable;

          (h) nominating Lead Compounds as Optimized Lead Compounds for acceptance by the JSC;

          (i) nominating Optimized Lead Compounds for which ARCHEMIX is responsible for performing ARCHEMIX Development Activities as Development Candidates for acceptance by the JSC;

          (j) preparing or directing the preparation of, approving, and recommending to the JSC for its approval all Annual Development Plans under which ARCHEMIX is responsible for performing Development activities;

          (k) preparing or directing the preparation of and approving amendments to JSC-approved Annual Development Plans under which ARCHEMIX is responsible for performing ARCHEMIX Development Activities, as it deems appropriate in furtherance of the Development of Development Candidates and, if any member of the JPT asserts

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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           that any such JPT-approved amendment would change the objectives of that Annual Development Plan, submitting such amendment to the JSC for its consideration;

          (l) monitoring the progress of the Development of each Development Candidate for which ARCHEMIX is performing ARCHEMIX Development Activities, in accordance with, and of each Party’s activities under, the applicable Annual Development Plan;

          (m) providing a forum for consensual decision making with respect to the Development Program under which ARCHEMIX is responsible for performing ARCHEMIX Development Activities;

          (n) reviewing data, reports or other information submitted by either Party with respect to work conducted in the Development Program under which ARCHEMIX is responsible for performing ARCHEMIX Development Activities;

          (o) preparing for the JSC on at least a semi-annual basis a progress report for the Development Program under which ARCHEMIX is responsible for performing ARCHEMIX Development Activities, in reasonable detail and providing to the JSC such additional information as it may request; and

          (p) making any other decisions as may be delegated to the JPT pursuant to this Agreement or by mutual written agreement of the Parties after the Effective Date and performing such activities as may be delegated to the JPT pursuant to this Agreement, or by mutual written agreement of the Parties after the Effective Date.

          2.2.5 Interests of the Parties. Notwithstanding any other provisions of this Agreement, all decisions made and all actions taken by the JPT shall be made or taken in the best interest of the Collaboration.

     2.3 Joint Development Committee.

          2.3.1 Establishment. As soon as practicable following the exercise by ARCHEMIX of a Co-Development and Co-Promotion Option with respect to a Co-Developed Development Candidate in accordance with Section 4.10.2, ARCHEMIX and MERCK shall, at ARCHEMIX’s written request, establish the Joint Development Committee (the “JDC”) which shall have and perform the responsibilities set forth in Section 2.3.4.

          2.3.2 Membership. Each Party shall designate, in its sole discretion, [***] members to the JDC which members shall be employees of such Party or its Affiliates. Unless otherwise agreed by the Parties, one of MERCK’s designees shall serve as the Chair of the JDC. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JDC by giving written notice to the other Party. Initial designees of the Parties to the JDC shall be designated by each Party by written notice to the other Party as soon as reasonably practicable following the exercise of a Co-Development and Co-Promotion Option.

          2.3.3 Meetings.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          (a) Schedule of Meetings; Agenda. The JDC shall establish a schedule of times for regular meetings, taking into account, without limitation, the planning needs for the Co-Developed Development Candidates and its responsibilities. In urgent cases, special meetings may be convened by any member of the JDC upon [***] days (or, if such meeting is proposed to be conducted by teleconference, upon [***] days) written notice to the other members; provided that (i) notice of any such special meeting may be waived at any time, either before or after such meeting, and such waiver shall be the equivalent to the giving of a valid notice hereunder, and (ii) attendance of any member at a special meeting shall constitute a valid waiver of notice from such member. If formed, in no event shall the JDC meet less frequently than twice per Calendar Year. Regular and special meetings of the JDC may be held in person or by teleconference or videoconference; provided, that, meetings held in person shall alternate between the respective offices of the Parties. The Chair shall prepare and circulate to each JDC member an agenda for each JDC meeting not later than one (1) week prior to such meeting.

          (b) Quorum; Voting; Decisions. At each JDC meeting, (i) the presence in person of at least [***] member designated by each Party shall constitute a quorum and (ii) all members designated by each Party who are present shall have [***] on all matters before the JDC at such meeting. All decisions of the JDC shall be made by unanimous vote. Alternatively, the JDC may act by written consent signed by at least [***] members designated by each Party. Whenever any action by the JDC is called for hereunder during a time period in which the JDC is not scheduled to meet, the Chair of the JDC shall cause the JDC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JDC may attend JDC meetings as non-voting observers. The JDC shall use reasonable efforts to reach agreement on any and all matters. In the event that, despite such reasonable efforts, agreement on a particular matter cannot be reached by the JDC within [***] days after the JDC first meets to consider such matter, then (i) in the case of an ARCHEMIX [***]% Co-Development Sharing Percentage, the matter shall be referred to the JSC for resolution pursuant to Section 2.1.6, and (ii) in the case of an ARCHEMIX [***]% Co-Development Sharing Percentage, MERCK shall have the right to make the final decision, but shall only exercise such right in good faith after full consideration of the positions of both Parties.

     2.3.4 Responsibilities. The JDC shall be responsible for overseeing the Development by the Parties of Co-Developed Development Candidates in the Co-Development Territory; provided, that, any such Development is consistent with the global Development Plan for each such Co-Developed Development Candidate, for which MERCK ultimately bears responsibility. Without limiting the generality of the foregoing, the JDC shall have the following responsibilities:

          (a) preparing or directing the preparation and recommending to the JSC for its approval of an Annual Development Plan for each Co-Developed Development Candidate in the Co-Development Territory;

          (b) monitoring the activities of, and reconciling issues between, the Parties with respect to the Parties’ respective share of Co-Development Costs and Co-Development Regulatory Costs incurred with respect to Co-Developed Development Candidates;

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                (c) preparing or directing the preparation of and approving amendments to JSC-approved Annual Development Plans with respect to Co-Developed Development Candidates as it deems appropriate in furtherance of the objectives of the Development Program as set forth in the Annual Development Plan and, if any member of the JDC asserts that any such JDC-approved amendment would change the objectives of such Annual Development Plan, submitting such amendment to the JSC for its consideration;

               (d) monitoring the progress of each Annual Development Plan with respect to Co-Developed Development Candidates and of each Party’s activities thereunder;

                (e) providing a forum for consensual decision making with respect to the Development of Co-Developed Development Candidates;

                (f) reviewing data, reports or other information submitted by either Party with respect to work conducted in the Development of Co-Developed Development Candidates affecting the Co-Developed Territory;

                (g) preparing for the JSC on at least a semi-annual basis a progress report for the Development of Co-Developed Development Candidates in reasonable detail and providing to the JSC such additional information as it may request; and

                (h) performing such activities as may be delegated to the JDC pursuant to this Agreement, or by mutual written agreement of the Parties after the Effective Date.

          2.3.5 Interests of the Parties. Notwithstanding any other provisions of this Agreement, all decisions made and all actions taken by the JDC shall be made or taken in the best interest of the Collaboration.

     2.4 Alliance Management. Within [***] days of the Effective Date, each Party shall appoint a person who shall oversee contact between the Parties for all matters related to the Collaboration between meetings of the JSC and JPT and shall have such other responsibilities as the Parties may mutually agree in writing after the Effective Date (each, a “Collaboration Manager”). Each Party may replace its Collaboration Manager at any time by notice in writing to the other Party.

3. RESEARCH PROGRAM

     3.1 Implementation of the Research Program. The objectives of the Research Program shall be the identification of Lead Compounds for nomination by the JPT to the JSC for approval as Optimized Lead Compounds pursuant to this Agreement through the conduct by the Parties of separate Research Projects. MERCK shall provide ARCHEMIX with access to MERCK Background Technology that MERCK determines in good faith to be necessary or useful in the performance of the Research Program.

     3.2 Technology Transfer Activities. During the period commencing [***] days from the Effective Date, and, unless otherwise agreed by ARCHEMIX and MERCK, ending [***] months thereafter (the “Technology Transfer Term”), ARCHEMIX shall provide MERCK with the training, documentation and other information relating to the use of the SELEX Process

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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and the SELEX Technology set forth in the SELEX Technology Transfer Plan (the “Technology Transfer Activities”) solely for the purpose of enabling MERCK to conduct Target Validation Activities. Without limiting the generality of the foregoing, ARCHEMIX agrees to be available for consultation and advice upon MERCK’s reasonable request after the initial training period at the ARCHEMIX Facility set forth in the SELEX Technology Transfer Plan. MERCK shall pay ARCHEMIX the FTE Cost of all FTEs used by ARCHEMIX in performing Technology Transfer Activities and reimburse ARCHEMIX for the Third Party Costs incurred by ARCHEMIX in connection with its performance of the Technology Transfer Activities (the “Technology Transfer Costs”) as set forth in Section 6.4.1(a) and as described more fully in the SELEX Technology Transfer Plan.

     3.3 Research Projects. The Research Program shall be implemented through the conduct of up to twelve (12) separate Research Projects, each of which will involve an individual Program Target, as described in this Article 3, and each of which will be subject to a separate Annual Research Plan, as described in Section 3.4.

     3.4 Annual Research Plans. The initial Annual Research Plans and budgets for the MERCK Funded Research Projects and, if applicable, the MERCK Internal Research Projects shall be developed by the JPT, and approved by the JSC and attached as exhibits to the minutes of the JSC meeting at which such JSC approval is obtained as soon as practicable after the acceptance by ARCHEMIX of the applicable Target proposed by MERCK for inclusion on the Target Exclusivity List as provided in Sections 3.8.1 and 3.8.2. The JPT shall manage the preparation of the subsequent Annual Research Plans in a manner designed to obtain JSC approval no later than [***] days prior to the end of the then-current Contract Year. Each Annual Research Plan shall: (a) set forth (i) the research objectives and activities to be performed for the Research Project and Contract Year covered by the Annual Research Plan with reasonable specificity, (ii) the research plans and protocols to be employed to complete each stage of the applicable Research Project, (iii) changes to the OLSC and any other criteria that the JPT will utilize to evaluate the results of the Research Project to nominate Optimized Lead Compounds, (iv) the Party that shall be responsible for performing such activities, (v) a timeline and budget for such activities (including Third Party Costs to be incurred for outsourced studies managed by ARCHEMIX or MERCK), and (vi) with respect to ARCHEMIX Research Activities, the number of FTEs estimated to be required to perform such activities; and (b) shall be consistent with the other terms of this Agreement. Without limiting the generality of the foregoing, the objectives of each Annual Research Plan shall include, as appropriate from time to time during the Research Program Term, conducting the necessary research activities to identify Lead Compounds or to determine whether Lead Compounds should be nominated to the JSC as Optimized Lead Compounds. Any Annual Research Plan may be amended from time to time by the JPT pursuant to Section 2.2.4 or by the JSC pursuant to 2.1.4. Each amendment, modification and update to the Annual Research Plan shall include the resulting changes to the budget, including the number of FTEs to be utilized by ARCHEMIX, shall be set forth in a written document prepared by, or at the direction of, the JPT and approved by the JSC, shall specifically state that it is an amendment, modification or update to the Annual Research Plan and shall be attached to the minutes of the meeting of the JSC at which such amendment, modification or update was approved by the JSC. Without limiting the nature or frequency of any other amendments, modifications or updates to the Annual Research Plan that may be approved by the JSC, the Annual Research Plan shall be updated at least once prior to the end of

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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each Contract Year to describe the research activities to be carried out by each Party during the applicable Contract Year during the Research Program Term in conducting the Research Program pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, ARCHEMIX shall have sole responsibility for all research activities associated with ARCHEMIX Internal Program Targets and neither MERCK nor the JSC shall have any right to prepare, review or approve any research plans covering any Optimized Lead Compound researched and/or developed under an ARCHEMIX Internal Research Project, until such time as MERCK pays the Option Exercise Fee applicable to the designation of such Optimized Lead Compound as a Development Candidate pursuant to Section 6.3, subject to MERCK’s right to provide an Additional Research Request pursuant to Section 3.9.2.

     3.5 Conduct of Research Program.

          3.5.1 ARCHEMIX Responsibilities. During the Research Program Term, ARCHEMIX shall use Commercially Reasonable Efforts to conduct the ARCHEMIX Research Activities using the number of FTEs set forth in the Annual Research Plan.

          3.5.2 MERCK Responsibilities. During the Research Program Term, MERCK shall: (a) pay ARCHEMIX (i) the applicable FTE Cost and the Technology Transfer Costs for all Technology Transfer Activities and (ii) the applicable Quarterly FTE Payment for all Research Program Activities in accordance with Section 6.4.1(b); (b) commit such resources as are reasonably necessary to conduct the MERCK Research Activities set forth in the Annual Research Plan; and (c) use Commercially Reasonable Efforts to conduct the MERCK Research Activities, if any, set forth in the Annual Research Plan.

          3.5.3 Compliance and Funding. Each Party shall perform its obligations under each Annual Research Plan in compliance in all material respects with all Applicable Laws. For purposes of clarity, with respect to each activity performed under an Annual Research Plan that will or would reasonably be expected to generate data to be submitted to a Regulatory Authority in support of a Regulatory Filing or Drug Approval Application, the Party performing such activity shall comply in all material respects with the regulations and guidance of the FDA that constitute Good Laboratory Practice or Good Manufacturing Practice (or, if and as appropriate under the circumstances, International Conference on Harmonization (ICH) guidance or other comparable regulation and guidance of any Regulatory Authority in any country or region in the Territory). Each Party shall be solely responsible for paying the salaries and benefits of its employees.

          3.5.4 Cooperation. Scientists at ARCHEMIX and MERCK shall cooperate in the performance of the Research Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as are reasonably necessary for the other Party to perform its obligations under any Annual Research Plan.

     3.6 Records

          3.6.1 Record Keeping.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (a) Research Program Records. Each Party shall maintain complete and accurate records of its activities in the Research Program in sufficient detail, in good scientific manner and otherwise in a manner that reflects all work done and results achieved. Subject to Article 7, each Party shall provide the other Party with access during normal business hours and upon reasonable advance notice to review such records to the extent reasonably required for such other Party’s performance of its obligations under this Agreement; provided, that, the non-reviewing Party may redact information not relevant to the Research Program prior to such review. Notwithstanding the foregoing, MERCK shall not have the right to review any records that relate to any Failed Compounds, Waived Compounds or Terminated Compounds.

               (b) Record Keeping Policies. Without limiting the generality of Section 3.6.1(a), each Party agrees to maintain a policy that requires its employees and consultants to record and maintain all data and information developed during the Research Program.

          3.6.2 Reports. ARCHEMIX shall keep the JPT regularly informed of the progress of the Research Program. Without limiting the generality of the foregoing, ARCHEMIX shall, at least once each [***] during the Research Program Term, (a) provide reports to the JPT in reasonable detail regarding the status of its activities under the Research Program, (b) advise the JPT of its identification of Lead Compounds and provide the JPT with any supporting data applicable to such Lead Compounds, (c) provide the JPT with the results of activities conducted in the Research Program with respect to each Lead Compound so as to enable the JPT to determine whether such Lead Compound meets the OLSC and should be proposed to the JSC as an Optimized Lead Compound, (d) provide the JPT with the results of activities conducted in the Development Program, if any, with respect to each Optimized Lead Compound so as to enable the JPT to determine whether such Optimized Lead Compound meets the DCSC and should be proposed to the JSC as a Development Candidate, (e) provide the JPT with such additional information that it has in its possession as may be reasonably requested from time to time by the JPT, and (f) provide MERCK, on or before [***] days from the termination or expiration of the Research Program Term, with a final report regarding all ARCHEMIX Research Activities conducted by ARCHEMIX during the Research Program Term to the extent not previously included in the reports described above. MERCK shall (i) provide the JPT, at least once per [***], with reports in reasonable detail regarding the status of all MERCK Research Activities and such additional information that it has in its possession as may be reasonably requested from time to time by the JPT, (ii) provide the JPT with the results of activities conducted in the Development Program under which ARCHEMIX is responsible for performing Development activities with respect to each Optimized Lead Compound so as to enable the JPT to determine whether such Optimized Lead Compound meets the DCSC and should be proposed to the JSC as a Development Candidate, and (iii) provide ARCHEMIX, on or before [***] days from the termination or expiration of the Research Program Term, with a final report regarding all MERCK Research Activities conducted by MERCK during the Research Program Term to the extent not previously included in the reports described above.

     3.7 Designation of Program Targets.

          3.7.1 MERCK Funded Program Targets.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (a) MERCK Funded Target Proposals. Subject to Section 3.7.1(b) below, during the Research Program Term, MERCK shall have the right, in its sole discretion, to propose [***] Targets that have application within the Target Selection Field for inclusion on the Target Exclusivity List as MERCK Funded Program Targets by providing written notice to the JSC and ARCHEMIX, which shall include the data and information demonstrating that the Target has potential for development within the Target Selection Field. ARCHEMIX shall accept or reject the proposed Target only as specified under Section 3.8.2. To the extent ARCHEMIX accepts the proposed Target as a MERCK Funded Program Target as specified under Section 3.8.2, the Parties shall (i) promptly update the Target Exclusivity List to include such MERCK Funded Program Target (ii) direct the JPT to prepare and submit to the JSC for its approval an Annual Research Plan with respect to such MERCK Funded Program Target as soon as practicable thereafter and in any event prior to the initiation of any ARCHEMIX Research Activities with respect to such MERCK Funded Program Target; (iii) direct the JPT to review and, if necessary, revise the existing OLSC and DCSC for such MERCK Funded Program Target as soon as practicable thereafter and in any event prior to the initiation of any ARCHEMIX Research Activities with respect to such MERCK Funded Program Target; and (iv) commence the Research Project with respect to such MERCK Funded Program Target in accordance with such Annual Research Plan.

               (b) Timing and Type of MERCK Funded Program Targets. Notwithstanding anything to the contrary in Section 3.7.1(a), the Parties hereby agree that (i) the first [***] MERCK Funded Program Targets will be added to the Target Exclusivity List no later than [***] months from the Effective Date; (ii) the final [***] MERCK Funded Program Targets will be added to the Target Exclusivity List no later than [***] months from the Effective Date; (iii) MERCK will request the initiation of the first [***] MERCK Funded Research Projects within [***] months from [***]; (iv) MERCK will request the initiation of the [***] MERCK Funded Research Project in the [***] Contract Year and in any event no later than [***] months from [***]; (v) MERCK will request the initiation of the [***] and [***] MERCK Funded Research Projects in the [***] Contract Year and in any event no later than [***] months from [***] and (vi) not less than three (3) MERCK Funded Program Targets shall be for oncology Indications. ARCHEMIX shall use Commercially Reasonable Efforts to initiate each such Research Project as soon as is reasonably possible following its receipt of the applicable initiation request by MERCK.

               (c) Minimum FTEs. Notwithstanding anything to the contrary in this Agreement, for each Research Project commenced during the Research Program Term with respect to a MERCK Funded Program Target in accordance with this Section 3.7.1, MERCK shall request and fund a number of ARCHEMIX FTEs during the term of each such Research Project [***] to the Minimum FTE Funding Commitment.

          3.7.2 MERCK Internal Program Targets.

               (a) MERCK Internal Target Proposals. Subject to Section 3.7.2(b) below, during the Research Program Term, MERCK shall have the right, in its sole discretion, to propose up to five (5)Targets that have application within the Target Selection Field for inclusion on the Target Exclusivity List as MERCK Internal Program Targets by providing written notice to the JSC and ARCHEMIX, which shall include the data and information demonstrating that the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Target has potential for development within the Target Selection Field. ARCHEMIX shall accept or reject the proposed Target only as specified under Section 3.8.2.

               (b) Timing and Type of MERCK Internal Program Targets. Notwithstanding anything to the contrary in Section 3.7.2(a), the Parties hereby agree that (i) the first [***] MERCK Internal Program Targets will be proposed by MERCK no later than [***] months from the [***] of the [***]; (ii) the final [***] MERCK Internal Program Targets will be proposed by MERCK no later than [***] months from the [***] of the [***] and (iii) at least three (3) MERCK Internal Program Targets shall be for oncology Indications.

               (c) Request for ARCHEMIX Research Activities. MERCK shall have the right, at any time on or before the [***] of the [***] of the [***], to request that ARCHEMIX conduct ARCHEMIX Research Activities with respect to each of the MERCK Internal Program Targets by providing written notice to ARCHEMIX (the “MERCK Internal Program Target Request”). Following the receipt by ARCHEMIX of each such MERCK Internal Program Target Request, the Parties shall (i) promptly update the Target Exclusivity List to include such MERCK Internal Program Target (ii) direct the JPT to prepare and submit to the JSC for its approval an Annual Research Plan with respect to such MERCK Internal Program Target as soon as practicable thereafter and in any event prior to the initiation of any ARCHEMIX Research Activities with respect to such MERCK Internal Program Target; (iii) direct the JPT to review and, if necessary, revise the existing OLSC and DCSC for such MERCK Internal Program Target as soon as practicable thereafter and in any event prior to the initiation of any ARCHEMIX Research Activities with respect to such MERCK Internal Program Target; and (iv) commence the Research Project with respect to such MERCK Internal Program Target in accordance with such Annual Research Plan. ARCHEMIX shall use Commercially Reasonable Efforts to initiate any such ARCHEMIX Research Activities as soon as is reasonably possible following its receipt of the applicable request by MERCK.

               (d) Minimum FTEs. Notwithstanding anything to the contrary in this Agreement, for each Research Project commenced during the Research Program Term with respect to a MERCK Internal Program Target in accordance with this Section 3.7.2 (c), MERCK shall request and fund a number of ARCHEMIX FTEs during the term of each such Research Project [***] to the Minimum FTE Funding Commitment.

     3.8 Replacement of Program Targets; Target Exclusivity List; ARCHEMIX Retained Rights.

          3.8.1 Replacement of Program Targets. MERCK shall have the right (a) to replace up to [***] [***] Program Target or [***] Program Target on the Target Exclusivity List per [***] at any time during the first [***] Contract Years, for a total of [***] replacements, and (b) to replace any [***] Program Target that is included on the Target Exclusivity List [***] during the Research Program Term, solely to the extent that such [***] Program Target has been [***] as a [***]. For purposes of clarity and notwithstanding the rights of MERCK to replace Program Targets as provided in this Section 3.8.1, (a) under no circumstances shall ARCHEMIX be obligated to [***] any Target for inclusion on the Target Exclusivity List and (b) unless and until a Target is included as a Program Target on the Target Exclusivity List, ARCHEMIX shall be free to research, develop and commercialize such Target for any and all purposes, alone or together with any Third Party.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          3.8.2 Target Exclusivity List. The Parties hereby acknowledge and agree that (a) [***] Targets have been designated as Program Targets as of the Signing Date and (b) MERCK shall have the right to have up to [***] MERCK Funded Program Targets and up to [***] MERCK Internal Program Targets, for an aggregate of up to [***] such Targets, designated as Program Targets on the Target Exclusivity List at any time during the Research Program Term. Subject to the foregoing, to the extent MERCK proposes a Target for inclusion on the Target Exclusivity List as described in Sections 3.7.1(a) or 3.7.2(a) or proposes that a [***] be replaced by a Target as described in Section 3.8.1, MERCK shall provide written notice to ARCHEMIX. ARCHEMIX shall accept or reject the proposed Target within [***] days after receipt of each such notice from MERCK. A Target proposed by MERCK for inclusion on the Target Exclusivity List shall only be rejected by ARCHEMIX if prior to MERCK’s notice: (A) ARCHEMIX is prohibited by an executed contract from licensing aptamers against such proposed Target or its natural ligand(s), to MERCK, (B) ARCHEMIX is in active negotiations, as demonstrated by written term sheets with a Third Party with respect to a license, collaboration or similar agreement relating to aptamers against such Target or its natural ligand(s), or (C) ARCHEMIX is researching or developing, for its own benefit, aptamers against such Target or its natural ligand(s) under a bona fide internal research or development program against such Target, as evidenced by the [***] and [***] by the applicable ARCHEMIX [***] of such Target for inclusion in such internal research or development program. In addition to the reasons specified in the foregoing clauses (A)-(C), ARCHEMIX may reject a Target proposed by MERCK for inclusion on the Target Exclusivity List if such Target [***] the Target Selection Field; provided, that, ARCHEMIX shall have not have the right to reject a Target for such reason if such Target was [***] by the appropriate [***] MERCK for Indications within the Target Selection Field. ARCHEMIX shall give MERCK prompt written notice during the Research Program Term if any of the restrictions on any Target that is rejected by ARCHEMIX pursuant to the foregoing clause (A), (B) or (C) lapse, or are otherwise terminated, such that the previously rejected Target becomes eligible for inclusion on the Target Exclusivity List.

          3.8.3 ARCHEMIX Retained Rights. Notwithstanding anything to the contrary in this Agreement, ARCHEMIX shall have the right, in its sole discretion, to conduct internal research and/or development activities with respect to any Program Target until such time as a Research Project is commenced with respect to such Program Target; provided, that, ARCHEMIX shall provide MERCK with periodic updates as to the results of such activities as described in Section 3.6.2.

     3.9 ARCHEMIX Internal Program Targets.

          3.9.1 Compound Candidate Options.

               (a) Compound Candidate Notice; Evaluation Period. During the Research Program Term, ARCHEMIX shall provide MERCK with written notice of its [***] identification of any Aptamer(s) in the conduct of any ARCHEMIX Internal Research Project that ARCHEMIX believes qualifies as an Optimized Lead Compound or Development Candidate for purposes of, and in accordance with, Sections 3.10.2 and 3.11 (each, a “Primary Compound Candidate”), which notice shall (i) identify the applicable ARCHEMIX Internal Program Target and Primary Compound Candidate, and (ii) summarize briefly the results of the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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non-clinical studies and assessments on such Primary Compound Candidate completed by or on behalf of ARCHEMIX under the applicable ARCHEMIX Internal Research Project (the “Primary Compound Candidate Notice”). As soon as practicable following the issuance of each Primary Compound Candidate Notice, but in no event later than [***] days from the issuance of each Primary Compound Candidate Notice, the Parties shall execute a material transfer agreement in the form attached hereto as Schedule 12 (each, an “MTA”) to allow MERCK to evaluate its interest in the Primary Compound Candidate for a period of up to [***] months (each such period, a “Primary Compound Candidate Evaluation Period”). Subject to the foregoing, during the Primary Compound Candidate Evaluation Period applicable to each Primary Compound Candidate, (i) MERCK shall have the option (each, a “Primary Compound Candidate Option”) to designate such Primary Compound Candidate as an Optimized Lead Compound or Development Candidate, as the case may be, for purposes of this Agreement as provided in Section 3.9.4 and (ii) ARCHEMIX shall use Commercially Reasonable Efforts to conduct the ARCHEMIX Internal Research Project covering such Primary Compound Candidate.

               (b) Identification of Backup Compound Candidates. In the event that ARCHEMIX, in the conduct of the ARCHEMIX Internal Research Project with respect to, and [***] the [***] applicable to, a given Primary Compound Candidate, identifies any additional Aptamer(s) that ARCHEMIX believes qualifies as an Optimized Lead Compound or Development Candidate for purposes of, and in accordance with, Sections 3.10.2 and 3.11 (each a “Backup Compound Candidate”), then (i) ARCHEMIX shall provide MERCK with written notice which notice shall (A) identify the applicable ARCHEMIX Internal Program Target and Backup Compound Candidate, and (B) summarize briefly the results of the non-clinical studies and assessments on such Backup Compound Candidate completed by or on behalf of ARCHEMIX under the applicable ARCHEMIX Internal Research Project (the “Backup Compound Candidate Notice”). As soon as practicable following the issuance of each Backup Compound Candidate Notice but in no event later than [***] days from the issuance of each Backup Compound Candidate Notice, the Parties shall execute an amendment to the MTA applicable to the Primary Compound Candidate to allow MERCK to evaluate its interest in the Backup Compound Candidate for a period [***] (i) the [***] term of the applicable Primary Compound Candidate Evaluation Period (to the extent the Backup Compound Candidate is an Optimized Lead Compound) and (ii) up to [***] months (to the extent the Backup Compound Candidate is a [***]) (the “Backup Compound Candidate Evaluation Period”). Subject to the foregoing, during the applicable Backup Compound Candidate Evaluation Period, (i) MERCK shall have the option (each, a “Backup Compound Candidate Option”) to designate such Backup Compound Candidate as an Optimized Lead Compound or Development Candidate, as the case may be, for purposes of this Agreement as provided in Section 3.9.4 and (ii) ARCHEMIX shall use Commercially Reasonable Efforts to conduct the ARCHEMIX Internal Research Project covering such Backup Compound Candidate. For purposes of clarity, with respect to the [***] Target, Backup Compound Candidates include Aptamers directed against [***] (if any).

               (c) No Other Rights. For purposes of clarity, MERCK shall not have a Compound Candidate Option for any Compound other than a Primary Compound Candidate or Backup Compound Candidate that is identified by ARCHEMIX in a Primary Compound Candidate Notice or a Backup Compound Candidate Notice pursuant to Sections 3.9.1(a) and (b).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (d) Responsibility for Costs. Until such time as MERCK exercises a Compound Candidate Option with respect to a Compound Candidate, (i) ARCHEMIX shall be [***] for [***] costs and expenses incurred by it in conducting the applicable ARCHEMIX Internal Research Project and (ii) MERCK shall be [***] for [***] costs and expenses incurred by it in evaluating such Compound Candidate. Upon MERCK’s exercise of a Compound Candidate Option with respect to a Compound Candidate that is a Development Candidate, MERCK shall be [***] for [***] costs and expenses incurred by ARCHEMIX in conducting ARCHEMIX Research Activities with respect to such Compound Candidate.

          3.9.2 Request for Additional Lead Compound Candidate.

               (a) Additional Research Request. MERCK shall have the right, upon exercising a Compound Candidate Option applicable to a Compound Candidate in accordance with Section 3.9.1(a) or (b), to request that ARCHEMIX conduct ARCHEMIX research and/or development activities in order to further develop such Compound Candidate (“Requested ARCHEMIX Activities”) and/or to request that ARCHEMIX conduct ARCHEMIX De Novo Research Activities under the applicable ARCHEMIX Internal Research Project (each, an “Additional Research Request”) by providing written notice to ARCHEMIX. For purposes of clarity, with respect to the [***] Target, ARCHEMIX De Novo Research Activities include any such activities wherein [***] is the Target.

               (b) Conduct of Additional Research Activities. Following the receipt by ARCHEMIX of each such Additional Research Request, ARCHEMIX shall use Commercially Reasonable Efforts to conduct the Requested ARCHEMIX Activities and/or ARCHEMIX De Novo Research Activities and MERCK shall fund the conduct of such ARCHEMIX Research Activities and/or the ARCHEMIX De Novo Research Activities in accordance with Section 6.4.1(b). Notwithstanding anything to the contrary in this Section 3.9.2, if MERCK does not exercise a Compound Candidate Option applicable to a Compound Candidate on or before the expiration of the applicable Evaluation Period, ARCHEMIX shall have the right, in its sole discretion, to continue to conduct the ARCHEMIX Internal Research Project with respect to such Compound Candidate.

               (c) De Novo Development Candidates. In the event that MERCK requests any ARCHEMIX De Novo Research Activities, any Collaboration Aptamers resulting from such ARCHEMIX De Novo Research Activities shall be treated hereunder in all respects as Collaboration Aptamers resulting from a MERCK Funded Program Target; provided, however, the [***] associated with [***], if applicable, shall be payable as set forth in Section 6.5.1(a) for any such Collaboration Aptamers.

               (d) Minimum Funding Obligation. Notwithstanding anything to the contrary in this Agreement, for each Research Project commenced during the Research Program Term with respect to an ARCHEMIX Internal Program Target in accordance with this Section 3.9.2, MERCK shall request and fund a number of ARCHEMIX FTEs during the term of each such Research Project [***] the Minimum FTE Funding Commitment.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          3.9.3 ARCHEMIX De Novo Research Activities; Additional Funding Option. In that event that, (a) on or before the expiration of the Evaluation Period applicable to any Compound Candidate that is a Development Candidate, MERCK fails to exercise the Compound Candidate Option applicable to such Compound Candidate; (b) ARCHEMIX ceases to conduct any development activities with respect to any Aptamers identified on or before the expiration of the Evaluation Period or an Aptamer Derived therefrom; and (c) ARCHEMIX initiates ARCHEMIX De Novo Research Activities during the Research Program Term against the applicable ARCHEMIX Internal Program Target, ARCHEMIX shall provide MERCK with written notice thereof (the “ARCHEMIX Internal Program Target Notice”). MERCK shall have the right to [***] any such ARCHEMIX De Novo Research Activities by providing written notice to ARCHEMIX within [***] days of its receipt of such ARCHEMIX Internal Program Target Notice. In the event that ARCHEMIX determines, in its sole discretion, to initiate such ARCHEMIX De Novo Research Activities with respect to the [***] Target and MERCK elects to [***] such activities, then, to the extent an Optimized Lead Candidate or Development Candidate is identified through the conduct of such ARCHEMIX De Novo Research Activities, (a) the [***] associated with [***] shall be applicable to any such Development Candidate and (b) the [***] set forth in Section [***] and the [***] set forth in Section [***] [***] from such [***]. For purposes of clarity, with respect to the [***] Target, ARCHEMIX shall provide notice to MERCK upon the initiation of ARCHEMIX De Novo Research Activities against [***] in accordance with this Section 3.9.3.

          3.9.4 Exercise of Compound Candidate Options. MERCK may exercise any Compound Candidate Option by giving written notice of exercise to ARCHEMIX and paying the [***] and/or [***], as applicable, as set forth in Section 6.3 at [***] [***] [***] to the [***] of the [***] [***] applicable to such Compound Candidate Option; provided, that, (a) MERCK agrees that if it determines not to exercise a Compound Candidate Option prior to expiration of the applicable Evaluation Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination and (b) the date on which any such notice is given shall constitute the last day of the applicable Evaluation Period. Upon the exercise by MERCK of each Compound Candidate Option, (a) the Compound Candidate that is the subject of the Compound Candidate Option shall become an Optimized Lead Compound or Development Candidate, as the case may be, for purposes of this Agreement, (b) solely to the extent the Compound Candidate, is or thereafter becomes a Development Candidate, (i) MERCK shall be granted the licenses set forth in Sections 8.1.1 and 8.2 with respect to such Development Candidate, and (ii) MERCK shall have an obligation to use Commercially Reasonable Efforts to Develop such Development Candidate and to Commercialize a Product Derived from such Development Candidate in accordance with Section 4.6; and (c) the ARCHEMIX Internal Program Target shall be included on the Target Exclusivity List.

          3.9.5 Termination of Rights For Failure to Exercise. If, on or before the expiration of the applicable Evaluation Period with respect to a Compound Candidate identified in the conduct of an ARCHEMIX Internal Research Project, MERCK fails to exercise the Compound Candidate Option applicable to such Compound Candidate, then (i) MERCK shall have no further rights with respect to the applicable ARCHEMIX Internal Program Target and any aptamers (including all Compound Candidates and Back-Up Compound Candidates and any Aptamers Derived therefrom) that are the subject of such ARCHEMIX Internal Research Project

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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and (ii) ARCHEMIX shall thereafter have the right, itself or with, for the benefit of, or sponsored by, any Third Party, to research, develop and commercialize such ARCHEMIX Internal Program Target and any aptamers (including all Compound Candidates and Back-Up Compound Candidates and any Aptamers Derived therefrom) that are the subject of such ARCHEMIX Internal Research Project for any and all purposes within or outside of the Field and/or to grant a license or other rights to any Third Party to research, develop and commercialize such ARCHEMIX Internal Program Target, and any aptamers (including all Compound Candidates and Back-Up Compound Candidates and any Aptamers Derived therefrom) that are the subject of such ARCHEMIX Internal Research Project for any and all purposes within or outside of the Field.

          3.9.6 Development Candidate Opt-In Requirement. Notwithstanding anything to the contrary herein, upon ARCHEMIX’s [***] of a Development Candidate with respect to a Primary Compound Candidate or a Back-Up Compound Candidate for a given ARCHEMIX Internal Program Target, MERCK shall be required, within [***] days of MERCK’s receipt of such [***], or until the [***] [***] the [***] applicable to such Primary Compound Candidate or Back-Up Compound Candidate, whichever is later, to [***] the [***]. If MERCK fails to [***] the [***] as specified above, (i) MERCK shall have no further rights to the applicable ARCHEMIX Internal Program Target, Primary Compound Candidate and/or Backup Compound Candidate and any other aptamers directed against such Target and (ii) ARCHEMIX shall thereafter have the right, itself or with, for the benefit of, or sponsored by, any Third Party, to research, develop and commercialize such ARCHEMIX Internal Program Target, Primary Compound Candidate and/or Backup Compound Candidate and any other aptamers directed to such ARCHEMIX Internal Program Target for any and all purposes within or outside of the Field and/or to grant a license or other rights to any Third Party to research, develop and commercialize such ARCHEMIX Internal Program Target, Primary Compound Candidate and/or Backup Compound Candidate and any other aptamers (including all Collaboration Aptamers and any Aptamers Derived therefrom) directed to such ARCHEMIX Internal Program Target for any and all purposes within or outside of the Field, subject only to Section 3.9.3.

          3.9.7 Replacement of the [***] ARCHEMIX Internal Program Target. In the event ARCHEMIX is unable to identify any [***] it reasonably believes qualifies as an [***] for the [***] ARCHEMIX Internal Program Target, (i) ARCHEMIX shall be required to initiate internal research efforts during the Research Program Term against [***] Target having application against an [***] Indication, (ii) within [***] days of initiation of such internal research efforts ARCHEMIX shall provide written notice of such efforts and the identity of such Target to MERCK, and (iii) such Target shall be deemed to replace [***] on Schedule 2B as an ARCHEMIX Internal Program Target and shall be treated as such for all purposes under this Agreement after the date of notice provided for in this Section 3.9.7.

     3.10 Identification of Lead Compounds and Optimized Lead Compounds.

          3.10.1 Lead Compounds. ARCHEMIX shall use Commercially Reasonable Efforts in good faith to perform the SELEX Process to identify Lead Compounds for the MERCK Funded Program Targets or, as applicable, the MERCK Internal Program Targets or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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any ARCHEMIX Internal Program Target for which MERCK has provided an Additional Research Request and paid the applicable [***], in accordance with each Annual Research Plan, as amended.

          3.10.2 Optimized Lead Compounds. Within [***] days after its receipt of each report from a Party pursuant to Section 3.6.2 identifying a Lead Compound for a MERCK Funded Program Target or, as applicable, a MERCK Internal Program Target, or an ARCHEMIX Internal Program Target for which MERCK has provided an Additional Research Request and paid the applicable Option Fee and/or Option Exercise Fee, as meeting the applicable OLSC (or which either Party reasonably believes should be an Optimized Lead Compound), the JPT shall review the data and information and determine whether to nominate the Lead Compound to the JSC for designation as an Optimized Lead Compound. If the JPT elects to nominate any such Lead Compound as an Optimized Lead Compound, the JPT shall promptly furnish all available information to the JSC. The JSC shall consider such nomination within [***] days, and if the JSC approves the nomination of the Lead Compound, such Lead Compound shall be deemed to be an Optimized Lead Compound for purposes of this Agreement.

     3.11 Development Candidates. Within [***] days after either Party reasonably concludes based upon available Research Project reports that an Optimized Lead Compound for a MERCK Funded Program Target or, as applicable, a MERCK Internal Program Target or any ARCHEMIX Internal Program Target for which MERCK has provided an Additional Research Request and paid the applicable Option Fee and/or Option Exercise Fee, meets the applicable DCSC, the JPT shall review the data and information and determine whether to nominate such Optimized Lead Compound for designation as a Development Candidate. If the JPT elects to nominate any such Optimized Lead Compound as a Development Candidate, the JPT shall promptly furnish all available information to the JSC. The JSC shall consider such nomination within [***] days so as to enable MERCK to determine whether or not to continue Development of such Optimized Lead Compound, and if the Optimized Lead Compound meets the DCSC and MERCK accepts such Optimized Lead Compound for further Development, such Optimized Lead Compound shall be deemed to be a Development Candidate for purposes of this Agreement.

     3.12 MERCK Decision Not to Go Forward. MERCK has the right to determine [***] not to continue the Development and Commercialization of a Development Candidate against a specific Program Target.

     3.13 Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreement; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreement; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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the Research Program Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

     3.14 Research Program Term. The Research Program shall commence on the Effective Date and shall continue until the last day of the Research Program Term.

     3.15 Conduct of Target Validation Activities. Notwithstanding anything to the contrary herein, prior to performing any Target Validation Activities with respect to a Target MERCK shall (a) provide ARCHEMIX’s outside counsel (“Counsel”) with a written notice (each, a “Target Validation Notice”) identifying the Target(s) that would be the subject of such Target Validation Activities and, simultaneously therewith, (b) provide ARCHEMIX with written notice that it has provided a Target Validation Notice to Counsel. ARCHEMIX shall use commercially reasonable efforts to ensure that Counsel provides MERCK with a written response (each, a “Target Validation Response”) within [***] days of Counsel’s receipt of a Target Validation Notice identifying the Targets identified in such Target Validation Notice for which MERCK is permitted to perform Target Validation Activities under this Agreement. For purposes of clarity, (i) MERCK shall not have the right to perform Target Validation Activities for any Target not identified in a Target Validation Response, (ii) Counsel shall only have the right to reject a Target proposed by MERCK in a Target Validation Notice if ARCHEMIX is prohibited by an [***] existing as of the [***] from [***] such proposed Target [***] to MERCK, (iii) neither the inclusion by MERCK of a Target on a Target Validation Notice nor the inclusion by Counsel of a Target on a Target Validation Response shall be considered (A) a proposal by MERCK for inclusion of such Target on the Target Exclusivity List as a MERCK Internal Program Target pursuant to Section 3.7.2 or (B) the acceptance by ARCHEMIX of such Target on the Target Exclusivity List as a MERCK Internal Program Target pursuant to Section 3.7 and/or Section 3.8, and (iv) ARCHEMIX [***] have the [***] either a Target Validation Notice or a Target Validation Response.

4. DEVELOPMENT PROGRAM; COMMERCIALIZATION OF PRODUCTS

     4.1 Objectives of the Development Program. The objectives of the Development Program shall be the selection and Development of Development Candidates to enable the Commercialization of Products in the Field in the Territory.

     4.2 Responsibility for Development of Development Candidates and Commercialization of Products. Except for the ARCHEMIX Development Activities, MERCK shall have [***], for all aspects of the Development of Optimized Lead Compounds and Development Candidates in accordance with the applicable Annual Development Plan, and all aspects of the Commercialization of Products in accordance with the applicable Product Commercialization Plan, in the Field in the Territory, including, without limitation, the conduct of: (a) all IND-enabling non-clinical studies that are outside of the Research Program; (b) all activities related to human clinical trials (including, without limitation, Phase I Clinical Trials, Phase II Clinical Trials and Phase III Clinical Trials); (c) all activities relating to the manufacture and supply of Development Candidates and Products (including all required process

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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development and scale up work with respect thereto); and (d) all pre-marketing, marketing, promotion, sales, distribution, import and export activities (including securing reimbursement, conducting sales and marketing activities and any post-marketing trials or post-marketing safety surveillance and maintaining databases). Without limiting the generality of the foregoing, MERCK shall have [***], (i) to make all Regulatory Filings for Development Candidates and Products and file all Drug Approval Applications and otherwise seek all Regulatory Approvals for Products, as well as to conduct all correspondence and communications with Regulatory Authorities regarding such matters, subject in each case to Section 4.10.2, and (ii) to report all Adverse Events to Regulatory Authorities if and to the extent required by Applicable Laws. All Regulatory Approvals for Products shall be owned by MERCK, subject to Section 11.3. Notwithstanding anything to the contrary herein, MERCK shall have no rights or responsibilities with respect to the Development of Optimized Lead Compounds and/or Development Candidates for ARCHEMIX Internal Program Targets for which it has not exercised the applicable Compound Candidate Option.

     4.3 Annual Development Plans.

          4.3.1 Optimized Lead Compounds. The initial Annual Development Plan for each Optimized Lead Compound shall be prepared by MERCK and submitted to the JSC for its review within [***] days of the date on which the JSC approves the selection of such Optimized Lead Compound and in any event, on or prior to the initiation of Development activities with respect thereto, which shall describe the Development activities to be conducted for the balance of the Contract Year. Thereafter, subject to Section 4.10.5(a), for each Contract Year during the Term, an Annual Development Plan for each Optimized Lead Compound shall be prepared by MERCK and provided to the JSC for its review and MERCK shall consult with the JSC with respect to all significant Development decisions to be made with respect to such Annual Development Plan.

          4.3.2 Development Candidates. The initial Annual Development Plan for each Development Candidate shall be prepared by MERCK and submitted to the JSC for its review within [***] days of the date on which the JSC approves the selection of such Development Candidate and in any event, on or prior to the initiation of Development activities with respect thereto, which shall describe the Development activities to be conducted for the balance of the Contract Year. Thereafter, subject to Section 4.10.5(a), for each Contract Year during the Term, an Annual Development Plan for each Development Candidate shall be prepared by MERCK and provided to the JSC for its review and MERCK shall consult with the JSC with respect to all significant Development decisions to be made with respect to such Annual Development Plan.

          4.3.3 Content of Annual Development Plans. Each Annual Development Plan shall: (a) set forth (i) the Development objectives, activities, and timelines for the Contract Year covered by the Annual Development Plan with reasonable specificity, (ii) which activities, if any, are ARCHEMIX Development Activities; provided, that, ARCHEMIX has agreed to perform such activities, (iii) with respect to such ARCHEMIX Development Activities, the number of FTEs estimated to be required to perform such activities and the corresponding FTE Cost; (iv) with respect to each Co-Developed Development Candidate, the Estimated Aggregate FTEs applicable thereto; and (v) the expected Regulatory Filings and Drug Approval

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Applications to be prepared and filed and the expected timetable of completing such Development activities; and (b) be consistent with the other terms of this Agreement. Any amendment to an Annual Development Plan shall be approved by the JSC. Without limiting the nature or frequency of any other amendments, modifications or updates to the Annual Development Plan, the Annual Development Plan shall be updated at least once prior to the end of each Contract Year to describe the Development activities to be carried out by each Party during the applicable Contract Year in conducting the Development Program pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, the Parties shall use Commercially Reasonable Efforts to initially Develop Optimized Lead Compounds for Indications within the Target Selection Field and within the Co-Development Territory and each Annual Development Plan shall initially focus on such Development.

          4.3.4 ARCHEMIX Internal Program Targets. Notwithstanding anything to the contrary in this Agreement, ARCHEMIX shall have sole responsibility for the development activities associated with ARCHEMIX Internal Program Targets and neither MERCK nor the JSC shall have any right to prepare, review or approve any development plan covering any Optimized Lead Compound researched and/or developed under an ARCHEMIX Internal Research Project, until such time as MERCK pays the Option Exercise Fee applicable to the designation of such Optimized Lead Compound as a Development Candidate pursuant to Section 6.3.

     4.4 Product Commercialization Plans. Within [***] days after the Initiation of a Phase III Clinical Trial with respect to each Development Candidate that is not being Co-Developed, MERCK shall prepare and provide to the JSC for its review a Product Commercialization Plan for each Product Derived from such Development Candidate, and shall inform the JSC with respect to all significant Commercialization decisions to be made with respect to such Product.

     4.5 Manufacture and Supply of Products for Development and Commercialization.

          4.5.1 Co-Developed Development Candidates and Co-Developed Products. The Parties shall discuss in good faith the manufacturing responsibilities (including all scale-up and process development) for each Co-Developed Development Candidate and Co-Developed Product that is Developed and Commercialized under this Agreement as set forth in this Section 4.5. It is the expectation of the Parties that such discussions will be conducted through the JDC or such other committee as may be designated by the Parties. Unless otherwise agreed to by the Parties, MERCK shall have the primary responsibility for all such manufacturing, either by itself, its Affiliates or by a Third Party contract manufacturing organization provided, that, (a) MERCK shall consult with ARCHEMIX with respect to the conduct of all such manufacturing activities; and (b) in the event that MERCK indicates that it is unable or unwilling to manufacture and supply Co-Developed Development Candidates and/or Co-Developed Products as required within the Territory, the Parties shall identify in good faith one or more Third Parties to serve as alternate sources of supply.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          4.5.2 All Other Development Candidates and Products. Unless otherwise agreed to by the Parties, and subject to Section 4.5.1, MERCK shall be responsible for manufacturing, either by itself, its Affiliates or by a Third Party contract manufacturing organization, each Development Candidate and Product that is Developed and Commercialized under this Agreement as MERCK considers appropriate; provided, that MERCK shall keep the JSC informed as to its manufacturing strategies and the progress made hereunder.

          4.5.3 MERCK Request for ARCHEMIX Support. MERCK may request in writing that ARCHEMIX provide ARCHEMIX Development Activities involving the conduct of analytical, process development and manufacturing support and management activities with respect to the manufacture of Co-Developed Development Candidates and Co-Developed Products. To the extent MERCK requests ARCHEMIX to provide such ARCHEMIX Development Activities, ARCHEMIX will provide MERCK with a prompt written response as to whether ARCHEMIX agrees to provide such ARCHEMIX Development Activities, and, to the extent ARCHEMIX so agrees, ARCHEMIX shall use Commercially Reasonable Efforts to provide such ARCHEMIX Development Activities.

     4.6 Development and Commercialization Diligence.

          (a) MERCK Diligence Obligations.

               (i) MERCK Obligations. MERCK shall exercise Commercially Reasonable Efforts during the Term to conduct the MERCK Development Activities, to Develop [***] Development Candidate targeted at [***] Program Target and to Commercialize [***] Product targeted at [***] Program Target in the Field in the Territory.

               (ii) Effect of Breach of Diligence Obligations. If ARCHEMIX at any time believes that MERCK, on a country-by-country (or with respect to European countries, Europe) and Product-by-Product basis, is not meeting its diligence obligations pursuant to subsection (i) above, ARCHEMIX may give written notice to MERCK requesting written justification, in the form of detailed reasons that would support the proposition that MERCK is meeting such diligence obligation. In such event, MERCK shall provide such written justification to ARCHEMIX within [***] days after such notice is given. In the event that ARCHEMIX does not receive such justification within such [***] day period or does not agree with such justification, then ARCHEMIX shall have the right to terminate MERCK’s rights in accordance with Section 11.2.2.

          (b) ARCHEMIX Diligence Obligations. ARCHEMIX shall exercise Commercially Reasonable Efforts during the Term to conduct the ARCHEMIX Development Activities. With respect to (i) ARCHEMIX Internal Research Projects, this Section 4.6(b) shall only apply to the extent MERCK has paid the applicable Option Exercise Fee applicable to the designation of an Optimized Lead Compound as a Development Candidate pursuant to 6.3, and (ii) ARCHEMIX De Novo Research Activities requested by MERCK pursuant to Section 3.9.2.

     4.7 Compliance. Each Party shall perform its obligations under each Annual Development Plan in good scientific manner and in compliance in all material respects with all

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Applicable Laws. For purposes of clarity, with respect to each activity performed under an Annual Development Plan that will or would reasonably be expected to generate data to be submitted to a Regulatory Authority in support of a Regulatory Filing or Drug Approval Application, the Party performing such activity shall comply in all material respects with, if and as applicable, the regulations and guidance of the FDA that constitute Good Laboratory Practice, Good Manufacturing Practice or Good Clinical Practices (or, if and as appropriate under the circumstances, International Conference on Harmonization (ICH) guidance or other comparable regulation and guidance of any Regulatory Authority in any country or region in the Territory). Each Party shall be solely responsible for paying the salaries and benefits of its employees conducting its activities under Annual Development Plans.

     4.8 Cooperation. Scientists at ARCHEMIX and MERCK shall cooperate in the performance of each Development Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as are reasonably necessary for the other Party to perform its obligations under any Annual Development Plan.

     4.9 Exchange of Reports; Information; Updates.

          4.9.1 Development Program Reports. Subject to 4.10.2, MERCK shall keep the JSC regularly informed of the progress of its efforts to Develop Development Candidates in the Field in the Territory. Without limiting the generality of the foregoing, MERCK shall, at least once each [***], provide the JSC with reports in reasonable detail regarding the status of all preclinical IND-enabling studies and activities (including toxicology and pharmacokinetic studies), clinical trials and other activities conducted under the Development Program; provided, that, for so long as ARCHEMIX is obligated to perform ARCHEMIX Development Activities or has in effect a Co-Development Option with respect to a Product, (a) MERCK shall provide the JSC with the reports described above at least once each [***] and (b) ARCHEMIX and MERCK shall, not less than once each [***], provide the JSC with reports in reasonable detail regarding the status of all Development Activities and such additional information that they have in their possession as may be reasonably requested from time to time by the JSC.

          4.9.2 Commercialization Reports. Subject to Section 4.10.2, MERCK shall keep the JSC and ARCHEMIX regularly informed of the progress of MERCK’s efforts to Commercialize Products in the Field in the Territory through periodic updates. Without limiting the generality of the foregoing, MERCK shall provide the JSC and ARCHEMIX with [***] written updates to each Product Commercialization Plan, which shall (a) summarize MERCK’s efforts to Commercialize Products, (b) identify the Regulatory Filings and Drug Approval Applications with respect to such Product that MERCK or any of its Affiliates or Sublicensees have filed, sought or obtained in the prior [***] month period or reasonably expect to make, seek or attempt to obtain in the following [***] month period and (c) summarize all clinical and other data generated by MERCK with respect to Products. In addition, MERCK shall provide such additional information that it has in its possession as may be reasonably requested by ARCHEMIX regarding the Commercialization of any Product, which request shall not be made more than once each Calendar Year.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          4.9.3 Adverse Event Reports; Review of Regulatory Filings and Correspondence.

               (a) Adverse Events. In addition to the updates described in Section 4.9.1 and 4.9.2, MERCK shall provide ARCHEMIX with all Adverse Event information and product complaint information relating to Development Candidates or Products as such information is compiled or prepared by MERCK in the normal course of business in connection with the Development of any Development Candidates or Commercialization of any Product and, in any event, within time frames consistent with reporting obligations under Applicable Laws. MERCK shall provide such Adverse Event and product complaint information hereunder to ARCHEMIX in accordance with Section 14.3. ARCHEMIX may provide all such Adverse Event information to other licensees of ARCHEMIX who have the right to sell aptamers for therapeutic purposes under a license from ARCHEMIX; provided, that, such other licensees agree to maintain the confidentiality thereof. ARCHEMIX will provide to MERCK Adverse Event information obtained from other licensees of ARCHEMIX who have the right to develop and sell aptamers for therapeutic purposes under a license from ARCHEMIX; provided, that, such other licensees agree to share such information and MERCK agrees to maintain the confidentiality thereof.

               (b) Preparation of Drug Approval Applications. Subject to Section 4.10.2, MERCK shall (i) consult with ARCHEMIX in good faith in the preparation of all Drug Approval Applications for Products in the United States, Japan and in the European Union and (ii) consider all timely comments of ARCHEMIX in good faith, taking into account the best interests of the Collaboration and of the Development of the applicable Development Candidate and Commercialization of the applicable Product on a global basis.

               (c) Meeting Attendance and Information. MERCK shall use reasonable efforts to provide ARCHEMIX with at least [***] days advance notice of any meeting with the FDA or other Regulatory Authority regarding a Drug Approval Application relating to, or Regulatory Approval for, any Development Candidate or Product, (i) prior to the acceptance of an IND with respect to each Development Candidate or Product and (ii) after acceptance of an IND with respect to each Development Candidate or Product if the subject matter of the meeting shall include any milestone event applicable to such Development Candidate or Product. Upon written request ARCHEMIX may send one person [***] to participate as an observer in such meeting [***]; provided, that, (A) MERCK approves such ARCHEMIX request [***] to any Product that is not a Co-Developed Product for any such meetings occurring after acceptance of the IND and (B) to the extent MERCK’s approval is required, MERCK shall [***] any such request of ARCHEMIX. With regard to any meeting with the FDA or other Regulatory Authority regarding a Drug Approval Application relating to, or Regulatory Approval for, any Development Candidate or Product, to which ARCHEMIX did not send a representative as provided in this Section 4.9.3(c), MERCK will provide ARCHEMIX with a written summary of information communicated and received thereat.

               (d) Right to Review. Notwithstanding anything to the contrary in this Section 4.9.3, ARCHEMIX shall have the right, upon written notice, to review all such Regulatory Filings and correspondence at MERCK’s office at ARCHEMIX’s sole expense.

     4.10 Development and Commercialization Rights and Restrictions.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          4.10.1 Development and Commercialization Rights in the Field. Except as provided in Section 4.10.2, MERCK shall have the [***] during the Term to Develop Development Candidates and Commercialize Products in the Territory for use in the Field.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          4.10.2 Co-Development and Co-Promotion Option.

               (a) Exercise of Co-Development and Co-Promotion Option. ARCHEMIX shall have the option (the “Co-Development and Co-Promotion Option”), but not the obligation, to co-develop any Development Candidate, and subsequently co-promote the Product, by providing written notice to MERCK which notice shall specify the applicable Development Candidate and the applicable ARCHEMIX Co-Development Sharing Percentage (the “Co-Development and Co-Promotion Option Notice”) at any time during the Co-Development and Co-Promotion Option Exercise Period. If ARCHEMIX exercises a Co-Development and Co-Promotion Option for a Development Candidate as described in this Section 4.10.2, (i) that Development Candidate shall thereafter be deemed to be a “Co-Developed Development Candidate” for purposes of this Agreement; (ii) ARCHEMIX shall be responsible for paying (A) with respect to the ARCHEMIX [***]% Co-Development Sharing Percentage, (1) [***] percent ([***]%) of all Co-Development Costs that are attributable to such Co-Developed Development Candidate in the Territory and (2) [***] percent ([***]%) of Co-Development Regulatory Costs and Co-Development Commercialization Costs incurred with respect to such Co-Developed Development Candidate in the Co-Development Territory, and MERCK shall be responsible for [***] of the Co-Development Costs, Co-Development Commercialization Costs and Co-Development Regulatory Costs attributable to that Co-Developed Development Candidate, and (B) with respect to the ARCHEMIX [***]% Co-Development Sharing Percentage, (1) [***] percent ([***]%) of all Co-Development Costs that are attributable to such Co-Developed Development Candidate in the Territory and (2) [***] percent ([***]%) of Co-Development Regulatory Costs and Co-Development Commercialization Costs incurred with respect to such Co-Developed Development Candidate in the Co-Development Territory, and MERCK shall be responsible for [***] of the Co-Development Costs, Co-Development Commercialization Costs and Co-Development Regulatory Costs attributable to that Co-Developed Development Candidate; (ii) ARCHEMIX shall receive the applicable ARCHEMIX Co-Development Sharing Percentage of all Net Income derived from that Co-Developed Development Candidate/Co-Developed Product in the Co-Development Territory in accordance with Section 6.7 below; (iii) with respect to the ARCHEMIX [***]% Co-Development Sharing Percentage, ARCHEMIX shall [***] receive the United States [***] and [***] [***] contemplated by Milestone Events [***], [***], [***] and [***] of Section 6.5.1(a) or any [***] on Net Sales of such Co-Developed Development Candidate/Co-Developed Product in the Co-Development Territory on and after the date of exercise of the applicable Co-Development and Co-Promotion Option; and (iv) with respect to the ARCHEMIX [***]% Co-Development Sharing Percentage, ARCHEMIX shall be entitled to receive [***] percent ([***]%) of the United States [***] and [***] contemplated by Milestone Events [***], [***], [***] and [***] of Section 6.5.1(a) achieved with respect to such Co-Developed Development Candidate/Co-Developed Product but ARCHEMIX shall [***] any [***] on Net Sales of such Co-Developed Development Candidate in the Co-Development Territory on and after the date of exercise of the applicable Co-Development and Co-Promotion Option. In the event that MERCK initiates the [***] with respect to such Co-Developed Development Candidate/Co-Developed Product, and ARCHEMIX has not exercised its Opt-Out Right in accordance with the provisions of Section 4.10.6(d) below, the Parties shall (A) negotiate, within [***] days from initiation of each Phase III Clinical Trial, a Co-Promotion Agreement for such Co-Developed Development Candidate/Co-Developed Product in accordance with Section 4.10(c) below and (B) form at

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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ARCHEMIX’s request, as soon as practicable thereafter but in any event within [***] days, the Joint Commercialization Committee in accordance with Schedule 8.

               (b) Cooperation; Additional Information. In connection with ARCHEMIX’s consideration of the exercise of a Co-Development and Co-Promotion Option with respect to each Development Candidate, MERCK shall provide ARCHEMIX (i) with an initial outline of the Development activities contemplated by MERCK for such Development Candidate in the Co-Development Territory over a [***] year period (including an estimated budget and the Estimated Aggregate FTEs for such activities) and (ii) any information Controlled by MERCK that is necessary or useful to ARCHEMIX in determining whether to exercise such Co-Development and Co-Promotion Option.

               (c) Negotiation of Co-Promotion Agreement. Within [***] days from the Initiation of the first Phase III Clinical Trial with respect to each Co-Developed Product, the Parties shall commence the preparation of a co-promotion agreement (the “Co-Promotion Agreement”) which shall provide for the terms applicable to such Co-Promotion, which Co-Promotion Agreement will be executed by ARCHEMIX and MERCK or an Affiliate of MERCK. The Co-Promotion Agreement shall conform in all material respects with the terms and conditions set forth in Schedule 8 attached hereto and such additional provisions [***] the respective Parties. For purposes of clarity, such additional terms shall supplement and shall not materially expand, limit or change the terms set forth on Schedule 8.

               (d) Dispute Resolution. In the event the Parties fail to execute and deliver the Co-Promotion Agreement within [***] days, the Parties shall (i) use reasonable efforts to complete such negotiations and to execute and deliver the Co-Promotion Agreement as soon as possible after such [***] day period and (ii) without limiting the generality of the foregoing, after the expiration of such [***] day period, each produce a list of issues on which they have failed to reach agreement and submit its list to the JSC to be resolved in accordance with Section 2.1.6.

               (e) Use of Clinical Trial Data. Notwithstanding anything to the contrary in this Section 4.10.2, MERCK shall have the right to use all data, results and information produced in the conduct of any Clinical Trials conducted with respect to a Co-Developed Development Candidate/Co-Developed Product in any Regulatory Filing made with respect to that Co-Developed Development Candidate/Co-Developed Product outside of the Co-Development Territory.

          4.10.3 Product Recalls. Subject to the terms set forth in any Co-Promotion Agreement applicable to Co-Promoted Products, in the event that any Regulatory Authority issues or requests a recall or takes similar action in connection with a Product, or in the event a Party reasonably believes that an event, incident or circumstance has occurred that may result in the need for a recall, market withdrawal or other corrective action regarding a Product, such Party shall promptly advise the other Party thereof by telephone or facsimile. Following such notification, MERCK shall decide and have control of whether to conduct a recall or market withdrawal (except in the event of a recall or market withdrawal mandated by a Regulatory Authority, in which case it shall be required) or to take other corrective action in any country and the manner in which any such recall, market withdrawal or corrective action shall be conducted; provided, that, MERCK shall keep ARCHEMIX regularly informed regarding any such recall, market withdrawal or corrective action. MERCK shall bear all expenses of any such recall,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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market withdrawal or corrective action (including, without limitation, expenses for notification, destruction and return of the affected Product and any refund to customers of amounts paid for such Product); provided, that, to the extent such recall is with respect to a Co-Developed Product, such expenses shall be shared in accordance with the Co-Promotion Agreement.

          4.10.4 Failure to Exercise Co-Development Option. In the event ARCHEMIX fails to exercise the Co-Development and Co-Promotion Option with respect to a Development Candidate on or before the expiration of the applicable Co-Development and Co-Promotion Option Exercise Period, (i) that Development Candidate shall be deemed to be a Royalty-Bearing Product for purposes of this Agreement in all countries in the Territory (including, without limitation, the Co-Development Territory) and (ii) ARCHEMIX shall be entitled to receive from MERCK, in lieu of receiving Net Income Payments for what would have become a Co-Promoted Product, (A) the milestone payments described in Section 6.5.1 of this Agreement for any milestones achieved with respect to such Development Candidate or any Product Derived therefrom, and (B) the royalty payments described in Section 6.6.1 on Net Sales of such Development Candidate or any Product Derived therefrom for sales of such Product; and (iii) MERCK shall have the exclusive right to Develop and Commercialize that Product in accordance with Section 4.10.1.

          4.10.5 Rights and Responsibilities with Respect to Co-Developed Development Candidates.

               (a) Annual Development Plans; Regulatory Filings. In the event ARCHEMIX exercises the Co-Development and Co-Promotion Option applicable to a Development Candidate, (i) ARCHEMIX shall have the right to actively participate in the preparation of all Annual Development Plans (including all amendments thereto) for such Co-Developed Development Candidate and all Regulatory Filings (including all amendments thereto) for such Co-Developed Development Candidate in the Co-Development Territory; and (ii) MERCK shall work together in good faith with ARCHEMIX in connection with the preparation of all such Annual Development Plans and all Regulatory Filings (including all amendments thereto).

               (b) ARCHEMIX Co-Development Participation Rights. As soon as practicable following the exercise by ARCHEMIX of a Co-Development and Co-Promotion Option with respect to a Co-Developed Development Candidate, ARCHEMIX shall provide MERCK with written notice which shall set forth the ARCHEMIX Co-Development Participation Capacity applicable to such Co-Developed Development Candidate. Subject to the foregoing, MERCK shall, with respect to each Co-Developed Development Candidate/Co-Developed Product (i) use [***] of ARCHEMIX FTEs in the Development of each such Co-Developed Development Candidate/Co-Developed Product in each Calendar Year as shall [***] the ARCHEMIX Minimum Co-Development Participation Level; provided, that, if the ARCHEMIX Co-Development Participation Capacity is less than the applicable ARCHEMIX Minimum Co-Development Participation Level, MERCK shall only be required to use [***] ARCHEMIX FTEs [***] the ARCHEMIX Co-Development Participation Capacity. Notwithstanding the foregoing, (i) MERCK shall have no obligation to use ARCHEMIX FTEs under this Section 4.10.5(b) for any [***]; provided, that, in the event that MERCK determines

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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not to use ARCHEMIX FTEs to conduct any [***] and uses MERCK FTEs in the conduct of such [***] then the FTE Cost applicable [***] of (1) the ARCHEMIX Minimum Co-Development Participation Level for Late Stage Co-Development Activities and (2) the ARCHEMIX Minimum Co-Development Participation Level, [***] as part of the Co-Development Costs pursuant to Schedule 13, and [***] to ARCHEMIX pursuant to Section 4.10.6 and (ii) in the event that ARCHEMIX indicates that the ARCHEMIX Co-Development Participation Capacity for a Co-Developed Development Candidate/Co-Developed Product is [***] for a Calendar Year, MERCK shall [***] of such Co-Developed Development Candidate /Co-Developed Product for that Calendar Year.

               (c) Participation in Regulatory Activities. MERCK shall provide ARCHEMIX with (i) at least [***] days advance notice of any meeting with the FDA or other Regulatory Authority regarding a Drug Approval Application relating to, or Regulatory Approval for, any Co-Developed Development Candidate or Co-Developed Product and ARCHEMIX may elect to send at least [***] and, as may be reasonably necessary, a number of additional persons (but in no event shall such number be [***]) to participate as observers in such meeting; (ii) drafts of each Regulatory Filing or other document or correspondence pertaining to any Co-Developed Development Candidate or Co-Developed Product prepared for submission to the FDA or other Regulatory Authority sufficiently in advance of submission so that ARCHEMIX may review and comment on the substance of such Regulatory Filing or other document or correspondence; and (iii) copies of any document or other correspondence received from the FDA pertaining to any Co-Developed Development Candidate or Co-Developed Product. MERCK shall consider all such comments of ARCHEMIX in good faith, taking into account the best interests of the Collaboration and of the Development of the applicable Co-Developed Development Candidate or Commercialization of the applicable Co-Developed Product. ARCHEMIX shall not interact with the FDA or other Regulatory Authority without MERCK’s prior written consent, such consent not to be unreasonably denied, withheld or conditioned, regarding a Drug Approval Application relating to, or Regulatory Approval for, any Co-Developed Development Candidate or Co-Developed Product.

               (d) MERCK Technology. MERCK shall provide ARCHEMIX with access to MERCK Background Technology that MERCK determines in good faith to be necessary or useful in Development.

          4.10.6 Reconciliation and Auditing of Co-Development Costs.

               (a) Reconciliation. Within [***] days following the end of each [***] following the exercise of the Co-Development and Co-Promotion Option applicable to a Co-Developed Development Candidate/Co-Developed Product, each of ARCHEMIX and MERCK shall submit to the JDC a written report setting forth in reasonable detail all Co-Development Costs incurred by each such Party over such [***] for the Co-Developed Development Candidate/Co-Developed Product. Within [***] days following the JDC’s receipt of such written reports, the JDC shall prepare and submit to each Party a written report setting forth in reasonable detail (a) the calculation of all such Co-Development Costs incurred by both Parties over such Calendar Quarter and (b) the calculation of the net amount owed by ARCHEMIX to MERCK or by MERCK to ARCHEMIX in order to ensure the appropriate sharing of such Co-Development Costs in accordance with the ARCHEMIX Co-Development Sharing Percentage and the MERCK

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Co-Development Sharing Percentage. The net amount payable shall be paid by ARCHEMIX or MERCK to the other, as applicable, within [***] days after the distribution by the JDC of such written report.

               (b) Records; Audit Rights. Each Party shall keep and maintain for [***] years complete and accurate records of Co-Development Costs incurred with respect to Co-Developed Development Candidates/Co-Developed Products in sufficient detail to allow confirmation of same by the JDC and the other Party. Each Party shall have the right for a period of [***] years after such Co-Development Cost is reconciled in accordance with Section 4.10.6 to appoint at its expense an independent certified public accountant reasonably acceptable to the other Party to audit the relevant records of the other Party and its Affiliates to verify that the amount of such Co-Development Costs was correctly determined. The Audited Party and its Affiliates shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Auditing Party, solely to verify that Co-Development Costs hereunder were correctly determined. Such audit right shall not be exercised by the Auditing Party more than once in any Calendar Year and no period may be audited more than once. All records made available for audit shall be deemed to be Confidential Information of the Audited Party. The results of each audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Co-Development Costs reported by the Audited Party hereunder, (i) if the amount of Co-Development Costs was over reported, the Audited Party shall promptly (but in any event no later than [***] days after the Audited Party’s receipt of the independent accountant’s report so concluding) make payment to the Auditing Party of such amount as to ensure the appropriate sharing of such Co-Development Costs in accordance with the ARCHEMIX Co-Development Sharing Percentage and the MERCK Co-Development Sharing Percentage and (ii) if the amount of Co-Development Costs was underreported, the Auditing Party shall promptly (but in any event no later than [***] days after the Auditing Party’s receipt of the independent accountant’s report so concluding) make payment to the Audited Party of such amount as to ensure the appropriate sharing of such Co-Development Costs in accordance with the ARCHEMIX Co-Development Sharing Percentage and the MERCK Co-Development Sharing Percentage. The Auditing Party shall bear the full cost of such audit unless such audit discloses an over reporting by the Audited Party of more than [***] percent ([***]%) of the aggregate amount of Co-Development Costs reportable in any Calendar Year, in which case the Audited Party shall reimburse the Auditing Party for all costs incurred by the Auditing Party in connection with such audit.

               (c) Roll-Over Payments. If, in any [***], the actual Co-Development Costs to be borne by ARCHEMIX with respect to a Co-Developed Development Candidate/Co-Developed Product for that Calendar Quarter exceeds by greater than [***] percent ([***]%) ARCHEMIX’s share of MERCK’s last good faith estimate given at least [***] months before the start of the [***] of Co-Development Costs for that Co-Developed Development Candidate for that [***], ARCHEMIX may, upon written notice to MERCK, delay payment of its share of any such excess until the subsequent [***] (the “Roll-Over Payment”). The Roll-Over Payment shall be paid by ARCHEMIX in [***] equal amounts over the [***] of the subsequent [***].

               (d) Opt-Out Right. ARCHEMIX (the “Opting-Out Party”) shall have the right (the “Opt-Out Right”) in its sole discretion, to cease further Development of any Co-

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Developed Development Candidate/Co-Developed Product by providing MERCK (the “Sole Developing Party”) with written notice (the “Opt-Out-Notice”) at any time within [***] days of each Opt-Out Date applicable to the Co-Developed Development Candidate/Co-Developed Product which shall specify the Co-Developed Development Candidate/Co-Developed Product with respect to which ARCHEMIX is exercising its Opt-Out Right and shall indicate the date (the “Separation Date”) on which the Opt-Out Right shall be effective, which shall under no circumstances be sooner than [***] days from the date of the Opt-Out Notice (the “Opt-Out Notice Period”). During the Opt-Out Notice Period, the Parties shall continue to jointly Develop the Co-Developed Development Candidate/Co-Developed Product in accordance with the applicable Annual Development Plan for the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Notice; provided, that, notwithstanding the foregoing, under no circumstances shall MERCK be obligated to continue to Develop any Co-Developed Development Candidate/Co-Developed Product for which ARCHEMIX exercises its Opt-Out Right. If ARCHEMIX exercises its Opt-Out Right as provided in this Section 4.10.6(d), and MERCK determines to continue to Develop the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Right, then, as of the Separation Date (a) the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Right shall be a Royalty-Bearing Product for purposes of this Agreement; (b) ARCHEMIX shall have no further obligation to fund its Co-Development Percentage of the Co-Development Costs incurred for such Co-Developed Development Candidate/Co-Developed Product; (c) ARCHEMIX will receive from MERCK, in lieu of receiving Net Income Payments from Co-Promoting the Co-Developed Development Candidate/Co-Developed Product that is the subject of the Opt-Out Notice, (i) the milestone payments described in Section 6.5.1 for any milestones achieved with respect to such Royalty-Bearing Product after the Separation Date, provided that ARCHEMIX shall not be entitled to receive (A) the milestone payment for achievement of [***], in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, (B) the milestone payment for achievement of [***] in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, and (C) the milestone payment for achievement of [***], in the event ARCHEMIX exercises its Opt-Out Right at the [***] Opt-Out Date, and (ii) the royalty payments described in Section 6.6.1 on Net Sales of such Royalty-Bearing Product for sales of such Royalty-Bearing Product that occur after the Separation Date; and (d) MERCK shall have [***] right to Develop and Commercialize the Co-Developed Development Candidate/Co-Developed Product for which ARCHEMIX exercised its Opt-Out Right in accordance with Section 4.10.1.

5. EQUITY PURCHASE RIGHT

     5.1 Purchase of Equity. Concurrent with signature of this Agreement, MERCK shall purchase from ARCHEMIX, and ARCHEMIX shall issue and sell to MERCK, on the Signing Date, ([***]) shares of Series C Preferred Stock, $.001 par value per share, of ARCHEMIX for a purchase price of [***] Dollars (US $[***]) per share or Twenty Nine Million Eight Hundred Forty Four Thousand Four Hundred Fourteen Dollars (US $29,844,414) in the aggregate by wire transfer of immediately available funds according to instructions that ARCHEMIX shall provide and pursuant to the terms and subject to the conditions set forth in the Stock Purchase Agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     5.2 Equity Purchase Right.

          5.2.1 Right to Purchase. Contingent upon and subject to the execution and delivery of, and compliance with the terms and conditions of this Agreement, ARCHEMIX shall have the option to instruct its underwriters to a Qualified IPO that prices within [***] years of the Effective Date to offer to MERCK the opportunity to purchase shares of ARCHEMIX Common Stock at the IPO Price in an amount up to the lesser of (a) [***] percent ([***]%) of the total gross offering proceeds (prior to underwriter commissions and expenses) raised by ARCHEMIX in the Qualified IPO or (b) $[***]. Such option shall be exercised at ARCHEMIX’ sole discretion and shall be subject to (i) the determination by ARCHEMIX or the underwriters, with the advice of counsel, that such offer does not violate Applicable Laws (including any applicable state or federal securities laws or regulations or any rule, policy or limit imposed by the U.S. Securities and Exchange Commission, the National Association of Securities Dealers, any securities exchange or any other applicable regulatory body) and (ii) the determination by the underwriters that an allotment of shares in such manner would not be materially detrimental to the success of the Qualified IPO. MERCK in its sole discretion, shall have the right to agree to the purchase of all or any portion of such shares as an allotment in any such Qualified IPO consistent with the terms and conditions of this Section 5.2. The foregoing notwithstanding, in the event that ARCHEMIX or the underwriters, with the advice of counsel, determine that such offer to participate in the Qualified IPO violates Applicable Laws (including any applicable state or federal securities laws or regulations or any rule, policy or limit imposed by the U.S. Securities and Exchange Commission, the National Association of Securities Dealers, any securities exchange or any other applicable regulatory body), then MERCK, in its sole, discretion shall have the option to agree to purchase all or any portion of such shares by means of a private placement (the “Private Placement”) that closes concurrently with any such Qualified IPO,; provided that the purchase of shares of ARCHEMIX Common Stock in a Private Placement shall be subject to compliance with Applicable Laws, including but not limited to compliance with the U.S. Securities and Exchange Commission’s integration doctrine. For purposes of clarity, if the Qualified IPO occurs prior to the first anniversary of the Signing Date then MERCK may only be offered the opportunity to consummate the stock purchase set forth in this Section 5.2.1 as a Private Placement pursuant to Section 5.2.2 (d) below.

          5.2.2 Purchase Mechanics.

               (a) Notice of Qualified IPO. At least [***] days prior to the anticipated effective date of the registration statement for the Qualified IPO, ARCHEMIX shall deliver to MERCK written notice (the “Qualified IPO Notice”) specifying: (i) that ARCHEMIX has filed a registration statement for a Qualified IPO; (ii) the anticipated effective date of the registration statement for the Qualified IPO; (iii) the anticipated total gross offering proceeds (prior to underwriter commissions and expenses) expected to be raised by ARCHEMIX in the Qualified IPO; (iv) the anticipated range of the IPO Price; and (v) the anticipated number of shares of ARCHEMIX Common Stock to be purchased and sold in the Qualified IPO (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (b) MERCK Notice of Participation. MERCK shall inform ARCHEMIX in writing within [***] days of the date of the Qualified IPO Notice whether MERCK wishes to purchase shares of ARCHEMIX Common Stock in (x) the Qualified IPO and/or (y) the Private Placement and, if any, (ii) the number of ARCHEMIX Common Shares MERCK wishes to purchase, specifying the maximum and minimum prices within the range identified in the Qualified IPO Notice at which MERCK would be willing to purchase such shares (x) as an allotment in any such Qualified IPO (the “MERCK IPO Shares”) and/or (y) in the Private Placement (the “MERCK Private Placement Shares”).

               (c) Purchase Notice. To the extent MERCK wishes to purchase ARCHEMIX Common Stock in the Qualified IPO and/or Private Placement, following the pricing of the Qualified IPO (the “IPO Effective Date”), ARCHEMIX shall deliver to MERCK written notice within [***] (the “Purchase Notice”) specifying: (i) that the registration statement for the Qualified IPO has been declared effective; (ii) the total gross offering proceeds (prior to underwriter commissions and expenses) to be raised by ARCHEMIX in the Qualified IPO; (iii) the IPO Price; (iv) the MERCK IPO Shares allocated to MERCK in the Qualified IPO (the “MERCK IPO Share Amount”); (v) if applicable, details for the purchase and settlement of the portion of the MERCK IPO Share Amount to be purchased by MERCK in the Qualified IPO, as specified by the underwriter(s) to the Qualified IPO, and the aggregate purchase price for such shares (the “Qualified IPO Purchase Price”); and (vi) if applicable, the place and time at which the Private Placement Closing will occur, the portion of the MERCK Private Placement Shares to be purchased by MERCK in the Private Placement (the “MERCK Private Placement Share Amount”), the aggregate purchase price of such shares (the “Private Placement Purchase Price”) and wire transfer instructions for the payment of the Private Placement Purchase Price.

               (d) Private Placement Closing. The closing of the Private Placement, if applicable (the “Private Placement Closing”), shall take place on the same day as the closing of the Qualified IPO (the “Private Placement Closing Date”) at the place specified in the Purchase Notice; provided, however, that: (i) if such purchase cannot be consummated on the Private Placement Closing Date by reason of any applicable order, judgment, decree or other legal impediment, then MERCK and/or ARCHEMIX may extend the Private Placement Closing Date to a date not more than [***] days after the applicable order, judgment, decree or other legal impediment has been satisfied; and (ii) if prior notification to or approval of any governmental body is required, or if any waiting period must expire or be terminated, in connection with such purchase, then (A) the relevant Party shall promptly cause to be filed the required notice or application for approval and shall cause such notice or application to be processed as expeditiously as possible, (B) the other Party shall cooperate with the filing Party in the filing of any such notice or application required to be filed and in the obtaining of any such approval required to be obtained, and (C) the Private Placement Closing Date shall be extended to a date not more than [***] days after the latest date upon which any required notification has been made, any required approval has been obtained or any required waiting period has expired or been terminated. The Private Placement Closing shall occur as follows:

                    (i) On the Private Placement Closing Date, MERCK shall deliver to ARCHEMIX the Private Placement Purchase Price by wire transfer, in immediately available funds, to the bank account designated by ARCHEMIX in the Purchase Notice and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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ARCHEMX shall deliver to MERCK such number of ARCHEMIX Common Shares that is equal to the MERCK Private Placement Share Amount.

                    (ii) At the Private Placement Closing, simultaneously with the delivery of the Private Placement Purchase Price, ARCHEMIX and MERCK shall deliver to each other, executed counterparts of the Common Stock Purchase Agreement set forth as Exhibit B.

               (e) Qualified IPO Closing. On the closing date of the Qualified IPO, MERCK shall deliver to the underwriters the Qualified IPO Purchase Price in accordance with the purchase and settlement instructions designated by the underwriters and ARCHEMIX shall instruct its transfer agent to deliver to MERCK a certificate for such number of ARCHEMIX Common Shares that is equal to the MERCK IPO Share Amount.

          5.2.3 Market Stand-Off Agreement. MERCK agrees that during the [***] day period following the effective date of the registration statement for the Qualified IPO, or such other period as requested of [***] ARCHEMIX by the underwriters in the Qualified IPO in order to comply with Rule 2711 of the National Association of Securities Dealers or otherwise, MERCK shall not, to the extent requested by ARCHEMIX and any underwriter to the Qualified IPO, sell, pledge, lend, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any options, right or warrant to purchase, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound), or enter into any swap, hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock of ARCHEMIX; provided, however, that all such executive officers, directors and significant shareholders of ARCHEMIX enter into similar market stand-off agreements.

6. PAYMENTS

     6.1 SELEX License Maintenance Fee. In consideration of the grant by ARCHEMIX of the SELEX License, MERCK shall pay ARCHEMIX a non-refundable license maintenance fee in the amount of [***] Dollars (US $[***]) by wire transfer (i) within [***] days of the Effective Date and (ii) on [***] the Effective Date during the SELEX License Term, according to instructions that ARCHEMIX shall provide.

     6.2 Research License Maintenance Fee. In consideration of the grant by ARCHEMIX of the licenses required to conduct the MERCK Funded Research Projects, MERCK shall pay ARCHEMIX a non-refundable license maintenance fee in the amount of [***] Dollars (US $[***]) by wire transfer (i) within [***] days of the Effective Date and (ii) on [***] the Effective Date during the Research Program Term, according to instructions that ARCHEMIX shall provide.

     6.3 Compound Option Exercise Fees. For each Compound Candidate Option exercised by MERCK pursuant to Section 3.9.2, MERCK shall pay ARCHEMIX (a) with respect to any Compound Candidate Option that is exercised by MERCK that covers a [***] at the time of exercise, (i) an option fee (the “Option Fee”) in the amount of [***] Dollars (US $[***]) within [***] days of the exercise by MERCK of such Compound Candidate Option and (ii) an

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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option exercise fee (the “Option Exercise Fee”) in the amount of [***] Dollars (US $[***]) within [***] days of such time as the Compound Candidate is determined to meet the applicable [***] or is otherwise accepted as [***]; and (b) with respect to any Compound Candidate Option that is exercised by MERCK that covers a Compound Candidate that meets the [***] at the time of exercise, an Option Exercise Fee in the amount of [***] Dollars (US $[***]) within [***] days of the exercise by MERCK of such Compound Candidate Option. For purposes of clarity, (a) only [***] Option Exercise [***] shall be paid for a given ARCHEMIX Internal Research Program even if Compound Candidate Options covering [***] Compound Candidate from such ARCHEMIX Internal Research Program are exercised by MERCK and (b) all Option Exercise Fees shall be non-creditable and non-refundable.

     6.4 R&D Funding.

          6.4.1 Payment of R&D Funding.

               (a) Technology Transfer Activities. In consideration of the performance by ARCHEMIX of the Technology Transfer Activities under the SELEX Technology Transfer Plan as described in Section 3.2, during each Calendar Quarter of the Technology Transfer Term, MERCK will pay ARCHEMIX the Technology Transfer Costs and the FTE Cost applicable to the Technology Transfer Activities conducted during such Calendar Quarter within [***] days of MERCK’s receipt of an invoice corresponding to such Calendar Quarter.

               (b) Research Program Activities. In consideration of the performance by ARCHEMIX of its activities under the Research Projects as described in Section 3.3, during the Research Program Term, MERCK will pay ARCHEMIX the applicable Quarterly FTE Payment on or prior to the first day of each Calendar Quarter; provided, that, an invoice corresponding with such Calendar Quarter has been received by MERCK. ARCHEMIX shall provide a report to the JPT within [***] days of the end of each Calendar Quarter during the Research Program Term that specifies the actual number of FTEs expended during the period covered therein. Within [***] days of the end of each Calendar Year during the Research Program Term, ARCHEMIX shall provide MERCK with an annual reconciliation statement (“Annual Reconciliation Statement”) that specifies the actual number of FTEs expended during the previous [***] in the aggregate in the conduct of the Research Program. MERCK shall reimburse ARCHEMIX in full for any FTEs expended by ARCHEMIX in excess of the cumulative FTE Costs owed by MERCK for such Calendar Year (the “MERCK Contribution”) as indicated by any Annual Reconciliation Statement if such excess was approved by the JSC. To the extent that any Annual Reconciliation Statement indicates that ARCHEMIX expended FTEs in excess of the MERCK Contribution and such excess was not approved by the JSC then, (a) MERCK shall reimburse ARCHEMIX for all FTE Costs in excess of the MERCK Contribution equal to or less than [***] percent ([***]%) of the MERCK Contribution and (b) all excess FTE Costs in excess of [***] percent ([***]%) of the MERCK Contribution shall be borne by ARCHEMIX.

          6.4.2 R&D Funding Audit Rights. ARCHEMIX shall keep complete and accurate books and financial records pertaining to the number of FTEs utilized in conducting the Technology Transfer Activities, the ARCHEMIX Research Activities and the ARCHEMIX

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Development Activities other than Development activities with respect to Co-Developed Collaboration Aptamers, if any, which books and financial records shall be kept in accordance with GAAP and shall be retained by ARCHEMIX until [***] years after the end of the Contract Year to which they pertain. Upon [***] days written notice, MERCK shall have the right to appoint at its expense an independent certified public accountant reasonably acceptable to ARCHEMIX to audit the books and financial records of ARCHEMIX relating to the number of FTEs utilized in conducting the Technology Transfer Activities, the ARCHEMIX Research Activities and the ARCHEMIX Development Activities other than Development activities with respect to Co-Developed Collaboration Aptamers during any Contract Year; provided, that, MERCK shall not have the right to audit any Contract Year more than once or more than [***] years after the end of such Contract Year or to conduct more than one such audit in any [***] period. All books and financial records made available for audit shall be deemed to be Confidential Information of ARCHEMIX. The results of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event that there was an error relating to the reported FTEs utilized in conducting the Technology Transfer Activities, the ARCHEMIX Research Activities and/or the ARCHEMIX Development Activities other than Development activities with respect to Co-Developed Collaboration Aptamers during such Contract Year, (a) if the effect of the error resulted in an overpayment by MERCK, ARCHEMIX shall promptly (but in any event no later than [***] days) after ARCHEMIX’ receipt of the report so concluding, make payment to MERCK of the overpayment and (b) if the effect of the error resulted in an underpayment by MERCK, then MERCK shall promptly (but in no event later than [***] days after MERCK’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount. MERCK shall bear the full cost of such audit unless such audit discloses an over reporting by ARCHEMIX of more than [***] percent ([***]%) of the aggregate amount of FTE Costs reportable in any Calendar Year in conducting the Technology Transfer Activities, the ARCHEMIX Research Activities and the ARCHEMIX Development Activities other than Development activities with respect to Co-Developed Collaboration Aptamers, in which case ARCHEMIX shall reimburse MERCK for all reasonable costs incurred by MERCK in connection with such audit.

          6.4.3 R&D External Costs. In addition to the funding obligations in Section 6.4.1 above, MERCK shall [***] for the payment of [***] Third Party research and Development activity costs (“Third Party Costs”), including, without limitation, contract research organizations, contract personnel and consultant costs, incurred by ARCHEMIX to the extent set forth in an Annual Research Plan or Annual Development Plan or otherwise agreed to in writing by MERCK.

     6.5 Milestone Payments.

          6.5.1 Milestones.

               (a) Payment of Milestones. Within [***] days after the occurrence of the following milestone events, MERCK shall make the corresponding non-refundable, non-creditable payments to ARCHEMIX for each Program Target, regardless of the number of

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Products that are Developed and Commercialized under this Agreement against such Program Target except as expressly noted below for [***]:

Milestone Event	Milestone Payment
1. [***]	$[***]
2. [***]	$[***]
3. [***]	$[***]
4. [***]	$[***]
5. [***]	$[***]
6. [***]	$[***]
7. [***]	$[***]
8. [***]	$[***]
9. [***]	$[***]
10. [***]	$[***]
11. [***]	$[***]
12. [***]	$[***]
13. [***]	$[***]
14. [***]	$[***]
15. [***]	$[***]
16. [***]	$[***]

For purposes of clarity (a) [***] shall be paid for a given Product for up to [***] Indications; and (b) if payment is made for any milestones with respect to any Product and any of the preceding milestone payments have not been made with respect to such Product, then such earlier milestone payments shall be made [***] (for example, if milestone 7 [***] is paid, but milestone 6 [***] has not been paid, then [***]. Notwithstanding anything contained herein to the contrary, in no event will MERCK be liable for milestone payments accrued for milestones 1 to 2 and 4 to 16 in excess of

(i) [***] US Dollars for the [***] program,

(ii) [***] US Dollars for the [***],

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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(iii) [***] US Dollars for [***].

               (b) Adjustments to Milestones. In the event that ARCHEMIX fails to exercise a Co-Development and Co-Promotion Option applicable to a Development Candidate on or before the expiration of the applicable Co-Development Option Period or exercises its Opt-Out Right with respect to a Co-Developed Development Candidate in accordance with Section 4.10.6(d), MERCK shall pay ARCHEMIX [***] with respect to any Product Derived from such Development Candidate, in accordance with Section 6.5.1(a); provided, that, except as described in Section 3.9.3 with respect to the [***] Target, to the extent that such Product was Developed from an ARCHEMIX Internal Research Project, (i) [***] the [***] with respect to that Product set forth in Section 6.5.1(a) shall be [***] by an additional [***] percent ([***]%) (e.g., milestone 7 shall be increased from $[***] to $[***]) and (ii) to the extent ARCHEMIX exercises its Opt-Out Right as described above, the milestone payments shall be adjusted as described in Section 4.10.6(d).

          6.5.2 Determination that Milestone Events have Occurred; Invoice for Milestone Payments. MERCK shall provide ARCHEMIX with written notice within [***] days of each occurrence of a milestone event set forth in Section 6.5.1(a). ARCHEMIX shall provide MERCK with an invoice for the amount of the milestone payment that is due and payable as promptly as possible after receipt of such notice. In the event that, notwithstanding the fact that MERCK has not given such a notice, ARCHEMIX believes any such milestone event has occurred, it shall so notify MERCK in writing and shall provide to MERCK data, documentation or other information that supports its belief. Any dispute under this Section 6.5.2 that relates to whether or not a milestone event has occurred shall be referred to the JSC to be resolved in accordance with Section 2.1.6.

     6.6 Payment of Royalties; Royalty Rates; Accounting and Records.

          6.6.1 Payment of Royalties.

               (a) Royalty Rates. MERCK shall pay ARCHEMIX a royalty based on Annual Net Sales of each Royalty-Bearing Product in each Calendar Year (or partial Calendar Year) commencing with the First Commercial Sale of such Royalty-Bearing Product in any country in the Territory and ending upon the last day of the Royalty Term for such Royalty-Bearing Product, at the following rates:

Annual Net Sales	Royalty Rate (%)
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     The following hypothetical example illustrates the calculation of royalties under Section 6.6.1(a): If, in any Calendar Year during the Term, Annual Net Sales of a Royalty-Bearing Product are $[***], the applicable royalty would be $[***], [***]% of Net Sales for Net Sales up to $[***], [***]% of Net Sales for Net Sales over $[***] and up to $[***] and [***]% of Net Sales for Net Sales over $[***].

               (b) Royalty Rate Adjustments.

                    (i) Exercise of Co-Development and Co-Promotion Option. In the event that ARCHEMIX exercises a Co-Development and Co-Promotion Option for a Development Candidate in accordance with Section 4.10.2(a), the levels of Annual Net Sales for the royalty rates set forth in Section 6.6.1(a) that are applicable to a Product Derived from such Development Candidate in those countries in which such Product is a Royalty-Bearing Product (i.e. outside the Co-Development Territory) shall be [***] by [***] percent ([***]%), provided, that, only [***] shall be taken into account.

                    (ii) Failure to Exercise Co-Development and Co-Promotion Option. In the event that ARCHEMIX fails to exercise a Co-Development and Co-Promotion Option applicable to a Development Candidate on or before the expiration of the applicable Co-Development Option Period, any Product Derived from such Development Candidate shall be deemed to be a Royalty-Bearing Product and MERCK shall pay ARCHEMIX a royalty based on Annual Net Sales of such Royalty-Bearing Product for purposes of this Agreement at the rates set forth in Section 6.6.1(a); provided, that, to the extent that such Royalty-Bearing Product was Developed from an ARCHEMIX Internal Research Project and was not the result of ARCHEMIX De Novo Research Activities, the royalty rates applicable to the two top tiers of Annual Net Sales set forth in Section 6.6.1(a) shall be [***] by [***] percentage points (i.e., the [***]% rate shall be [***] to [***]% and the [***]% rate shall be [***] to [***]%).

                    (iii) Exercise of Opt-Out Right. To the extent that ARCHEMIX exercises its Opt-Out Right with respect to a Co-Developed Development Candidate in accordance with Section 4.10.6(d), any Product Derived from such Co-Developed Development Candidate shall be deemed to be a Royalty-Bearing Product and MERCK shall pay ARCHEMIX a royalty based on Annual Net Sales of such Royalty-Bearing Product for purposes of this Agreement at the rates set forth in Section 6.6.1(a); provided, that, (A) except as set forth in Section 3.9.3 with respect to the [***] Target, to the extent that such Royalty-Bearing Product was Developed from an ARCHEMIX Internal Research Project, the royalty rates applicable to the two top tiers of Annual Net Sales set forth in Section 6.6.1(a) shall be [***] by [***] percentage points (i.e., the [***]% rate shall be [***] to [***]% and the [***]% rate shall be [***] to [***]%); and (B) the royalty rates applicable to sales of such Royalty-Bearing Product in [***] shall be [***] (1) in the case of an ARCHEMIX 50% Co-Development Percentage by (x) [***] percent ([***]%) if the Opt-Out Right is exercised on the [***] Opt-Out Date (but not before) and (y) [***] percent ([***]%) if the Opt-Out Right is exercised after the [***] Opt-Out Date but on or before the [***] Opt-Out Date, and (2) in the case of an ARCHEMIX [***]% Co-Development Percentage by (y) [***] percent ([***]%) if the Opt-Out Right is exercised on the [***] Opt-Out Date (but not before) and (z) [***] percent ([***]%) if the Opt-Out Right is exercised after the [***] Opt-Out Date but on or before the [***] Opt-Out

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Date. For purposes of clarity, the adjustment in the royalty rates described in this Section 6.6.1(b)(iii) shall be determined by first determining the adjustment pursuant to subsection (B) above and then determining the increase pursuant to subsection (A) above. By way of example, if ARCHEMIX exercises its Opt-Out Right with respect to a Co-Developed Development Candidate on the [***] Opt-Out Date, the royalty rates applicable to the two highest tiers of Annual Net Sales shall be [***] from [***]% and [***]% respectively, to [***]% and [***]%.

               (c) Royalty Offsets. In the event that MERCK, in order to practice the license granted to it under Section 8.2 of this Agreement in any country in the Territory, is required to and actually makes royalty, milestone or license fee payments to any Third Party (“Third Party Payments”) in order (A) to obtain a license to an issued patent or patents in the absence of which the Lead Compound portion of the Royalty-Bearing Product could not legally be manufactured, imported, sold, exported, or otherwise exploited in such country and/or (B) to obtain a license to an issued patent or patents, in the absence of which the Licensed Patent Rights cannot legally be practiced in such country for making, using, importing, offering for sale, selling, exporting or otherwise exploiting such Royalty-Bearing Product, then the royalties payable to ARCHEMIX for such Product under Section 6.6.1(a) with respect to such country may be reduced by [***] percent ([***]%) of the amount of such Third Party Payments. Notwithstanding the foregoing, (i) such reductions shall in no event reduce the royalty that would otherwise be payable for such Royalty-Bearing Product under Section 6.6.1 with respect to such country by more than [***] percent ([***]%) of the amount otherwise payable with respect to Net Sales of such Product in such country, (ii) MERCK shall be responsible for the payment of any royalty, milestone or license fee payments to any Third Party relating to methods or processes for making or manufacturing the Royalty-Bearing Product and the royalties payable to ARCHEMIX pursuant to Section 6.6.1(a) [***], and (iii) in the event that MERCK requires that ARCHEMIX use in the Research Program molecules, methods and/or processes not identified in Schedule 10 or MERCK requires that ARCHEMIX use in the Research Program specific molecules, methods and/or processes where such molecules, methods and/or processes are generically identified in Schedule 10 (“Requested Chemistry”), thereby giving rise to the obligation to pay royalty, milestone or license fee payments to a Third Party (“Third Party Chemistry Payments), MERCK [***] of such Third Party Chemistry Payments and the royalties payable to ARCHEMIX pursuant to Section 6.6.1(a) [***] Third Party Chemistry Payments.

               (d) Competing Aptamer Products. In the event that a Third Party sells a Competing Aptamer Product (as defined below) in a country in which a Royalty-Bearing Product is then being sold and such Competing Aptamer Product is not covered by a Valid Claim under the Licensed Patent Rights, Program Aptamer-Specific Patent Rights, or Joint Patent Rights in such country, then, during the period in which sales of the Competing Aptamer Product by such Third Party are equal to at least [***] percent ([***]%) of MERCK’s volume-based market share of the Royalty-Bearing Product in such country (as measured by prescriptions or other similar information available in such country) [***] in effect with respect to such Product in such country as specified in Section 6.6.1(a) shall be [***] by [***] percent ([***]%). Notwithstanding the foregoing, (i) MERCK’s obligation to pay royalties at the full royalty rates shall be reinstated on the first day of the Calendar Quarter immediately following the Calendar Quarter in which sales of such Competing Aptamer Product account for less than [***] percent ([***]%) of MERCK’s volume-based market share in such country and (ii) the provisions of this

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Section 6.6.1(d) shall not apply for any country in which MERCK has not [***] for [***] for the applicable Collaboration Aptamer(s) or has not otherwise used commercially reasonable efforts to [***] for such Collaboration Aptamer(s). For purposes of this Section 6.6.1(d), a “Competing Aptamer Product” means a pharmaceutical product that (i) contains an [***] and (ii) is marketed in a country [***] as the [***].

               (e) Generic Products. In the event that a Third Party sells a Generic Product (as defined below) in a country in which a Royalty-Bearing Product is then being sold and such Generic Product is not covered by a Valid Claim under the Licensed Patent Rights, Program Aptamer-Specific Patent Rights, or Joint Patent Rights in such country, then during the period in which sales of the Generic Product by such Third Party are equal to at least [***] percent ([***]%) of MERCK’s volume-based market share of the Royalty-Bearing Product in such country (as measured by prescriptions or other similar information available in such country), MERCK shall pay [***] percent ([***]%) of the full applicable royalties in effect with respect to such Royalty-Bearing Product in such country as specified in Section 6.6.1(a). Notwithstanding the foregoing, (i) MERCK’s obligation to pay royalties at the full royalty rates shall be reinstated on the first day of the Calendar Quarter immediately following the Calendar Quarter in which sales of such Generic Product account for less than [***] percent ([***]%), (ii) the provisions of this Section 6.6.1(e) shall not apply for any country in which MERCK has not [***] for [***] for the applicable Collaboration Aptamer(s) or has not otherwise used commercially reasonable efforts to [***] for such Collaboration Aptamer(s). For purposes of this Section 6.6.1(e), a “Generic Product” means a pharmaceutical product that contains the [***] and [***] to [***].

               (f) Maximum Adjustment of Royalty Rate. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the royalty rates in Section 6.6.1(a) be cumulatively reduced below [***] percent ([***]%) of the rates set forth therein.

               (g) Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Product for which no Patent Rights exist shall be in consideration of (i) ARCHEMIX’s expertise and know-how concerning the identification of aptamers in the Field, including its development of the SELEX Process and its other aptamer-related development activities conducted prior to the Effective Date; (ii) the performance by ARCHEMIX of the Research Program, (iii) the disclosure by ARCHEMIX to MERCK of results obtained in the Research Program; (iv) the licenses granted to MERCK hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARCHEMIX; (v) the restrictions on ARCHEMIX in Section 8.7.1; and (vi) the “head start” afforded to MERCK by each of the foregoing.

               (h) Payment Dates and Reports. Royalty payments shall be made by MERCK within [***] days after the end of each [***] commencing with the [***] in which the First Commercial Sale of a Royalty-Bearing Product occurs. MERCK shall also provide, at the same time each such payment is made, a report showing: (a) the Net Sales of each Royalty-Bearing Product by type of Royalty-Bearing Product and country in the Territory; (b) the basis for any deductions from gross amounts billed or invoiced to determine Net Sales; (c) the applicable royalty rates for such Royalty-Bearing Product; (d) the exchange rates used in

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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calculating any of the foregoing; and (e) a calculation of the amount of royalty due to ARCHEMIX.

               (i) Combination Products. The earned royalty due on a Combination Product shall be determined pro rata on a Combination Product-by-Combination Product and country-by-country basis, by multiplying Net Sales of the Combination Product by the fraction A/(A+B), where A is the invoice price of the Royalty-Bearing Product when sold separately and B is the invoice price of the Supplemental Product when sold separately by a Party, its Affiliate or its Sublicensee or, if not sold by them, then the average invoice price when sold separately by Third Parties. If the Supplemental Product in the Combination Product is not sold separately by any Person, Net Sales shall be calculated by multiplying actual net revenues derived from sales of the Combination Product by the fraction A/C, where A is as previously defined and C is the invoice price of the Combination Product sold by a Party, its Affiliate or its Sublicensee. For purposes of clarity, the average invoice price and the actual net revenues for any Supplemental Product shall be for a quantity comparable to that contained in the Combination Product and shall be of the same class, purity and potency as that contained in the Combination Product. If neither the Royalty-Bearing Product nor the Supplemental Product included in the Combination Product are sold separately, Net Sales shall be calculated based on the mutual written agreement of the Parties as to a reasonable allocation between the Royalty-Bearing Product and the Supplemental Product, taking into account total manufacturing costs, proprietary protection and relative contribution thereof. If the Parties are unable to reach agreement on an appropriate method of determining royalties for a Combination Product, the matter shall be submitted to the JSC for resolution under Section 2.1.6.

          6.6.2 Records; Audit Rights. MERCK and its Affiliates and Sublicensees shall keep and maintain for [***] years from the date of each payment of royalties hereunder complete and accurate records of gross sales and Net Sales by MERCK and its Affiliates and Sublicensees of each Royalty-Bearing Product, in sufficient detail to allow royalties to be determined accurately. ARCHEMIX shall have the right for a period of [***] years after receiving any such royalty payment to appoint at its expense an independent certified public accountant reasonably acceptable to MERCK to audit the relevant records of MERCK and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. MERCK and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from ARCHEMIX, solely to verify that royalty payments hereunder were correctly determined. Such audit right shall not be exercised by ARCHEMIX more than [***] in any [***] or more than [***] with respect to sales of a particular Product in a [***]. All records made available for audit shall be deemed to be Confidential Information of MERCK. The results of each audit, if any, shall be binding on both Parties. In the event there was an underpayment by MERCK hereunder, MERCK shall promptly (but in any event no later than [***] days after MERCK’s receipt of the report so concluding) make payment to ARCHEMIX of any shortfall. ARCHEMIX shall bear the full cost of such audit unless such audit discloses an underreporting by MERCK of more than [***] percent ([***]%) of the aggregate amount of royalties payable in any Calendar Year, in which case MERCK shall reimburse ARCHEMIX for all costs incurred by ARCHEMIX in connection with such audit.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          6.6.3 Overdue Royalties and Milestones. All royalty payments not made within the time period set forth in Section 6.6.1(h), including underpayments discovered during an audit, and all milestone payments not made within the time period specified in Section 6.5.1, shall bear interest at a rate of [***] percent ([***]%) per month from the due date until paid in full or, if less, the maximum interest rate permitted by Applicable Laws. Any such overdue royalty or milestone payment shall, when made, be accompanied by, and credited first to, all interest so accrued.

     6.7 Net Income Payments.

          6.7.1 Net Income Payments. ARCHEMIX shall receive from MERCK, in lieu of receiving any royalty payments with respect to the Commercialization of each Co-Developed Product in the Co-Development Territory, the ARCHEMIX Co-Development Sharing Percentage of all Annual Net Income derived from sales of that Co-Developed Product in the Co-Development Territory as described herein for as long as there are sales by MERCK, its Affiliates or Sublicensees of such Co-Developed Product in the Co-Development Territory (such payments, the “Net Income Payments”). Within [***] days following the end of each Calendar Quarter commencing on and after the date of First Commercial Sale of each Co-Developed Product, (a) ARCHEMIX shall submit to the JDC all expenses incurred by it that qualify as deductions from Net Sales with respect to such Co-Developed Product in the Co-Development Territory as set forth in Schedule 11 in the definition of Net Income and (b) MERCK shall submit to the JDC all expenses incurred by it that qualify as deductions from Net Sales (again as set forth in Schedule 11 in the definition of Net Income) with respect to, as well as the Net Sales and Cost of Goods of the Co-Developed Product applicable to, such Co-Developed Product. Within [***] days following the end of the Calendar Quarter, the JDC shall submit to the Parties a written report setting forth in reasonable detail (i) the calculation of Annual Net Income, determined in accordance with Schedule 11 attached hereto and (ii) the calculation of the amount of Annual Net Income payable to ARCHEMIX, or for which ARCHEMIX is responsible, as the case may be, in accordance with its ARCHEMIX Co-Development Sharing Percentage for that Co-Developed Product taking into account ARCHEMIX’s expenditures for the period. All Net Income Payments payable by MERCK or ARCHEMIX, as the case may be, to the other Party shall be paid within [***] days following issuance of such written report. For purposes of clarity, all references to the JDC above shall be deemed to refer to MERCK if the Parties do not establish the JDC.

          6.7.2 Audit Rights. ARCHEMIX and MERCK shall each keep complete and accurate books and financial records pertaining to its costs and expenses incurred in the Development and Commercialization of Co-Developed Products and of Net Sales of such Co-Developed Products sold by them, which books and financial records shall be retained by them until [***] years after the end of the Calendar Year to which they pertain. Each Party shall have the right to appoint at its expense an independent certified public accountant reasonably acceptable to the other Party to audit the books and financial records of the other Party relating to the foregoing during any Calendar Year; provided, that, the auditing Party shall not have the right to audit any Calendar Year more than once or more than [***] years after the end of such Calendar Year or to conduct more than one such audit in any [***] period. All books and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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           financial records made available for audit shall be deemed to be Confidential Information of the audited Party.

     6.8 Payments. All payments made by MERCK hereunder shall be made by wire transfer in US Dollars in accordance with instructions given in writing from time to time by ARCHEMIX and shall be free and clear of any taxes, duties, levies, fees or charges including any withholding taxes. If by law, regulations or fiscal policy of a particular country in the Territory, remittance of royalties in United States Dollars is restricted or forbidden, written notice thereof shall promptly be given to ARCHEMIX, and such payment shall be made by the deposit thereof in local currency to the credit of ARCHEMIX in a recognized banking institution designated by ARCHEMIX by written notice to MERCK. When in any country in the Territory the law or regulations prohibit both the transmittal and the deposit of royalties, on sales in such country, such payments shall be suspended for as long a such prohibition is in effect and as soon as such prohibition ceases to be in effect, all royalties that MERCK would have been under an obligation to transmit or deposit but for the prohibition shall forthwith be deposited or transmitted, to the extent allowable.

     6.9 Taxes. Any income taxes or other taxes which MERCK is required by law to pay or withhold on behalf of ARCHEMIX with respect to milestones, royalties and any other monies or other transfer for value payable or provided to ARCHEMIX under this Agreement shall be deducted from such milestones, royalties, Net Income Payments and any other monies due to ARCHEMIX under this Agreement. MERCK shall provide ARCHEMIX with documentation of such withholding in a manner that is satisfactory for purposes of reporting to the U.S. Internal Revenue Service. Payments made by either Party for goods and services provided by the other Party under this Agreement are exclusive of Value Added Tax, sales tax or any other similar or substitute tax which will be additionally payable by the Party receiving the goods or services in the event that Value Added Tax, sales tax or any other similar or substitute tax applies to any of these payments; provided, that, the Party providing the goods or services will issue to the other Party an appropriate invoice to support any such charge. MERCK shall submit to ARCHEMIX reasonable proof of payment of the withholding taxes contemplated by this Section 6.9, together with an accounting of the calculations of such taxes, within [***] days after which such withholding taxes are remitted to the proper authority. The Parties will cooperate reasonably in completing and filing documents required under the provisions of any applicable tax laws or under any other Applicable Laws, in connection with the making of any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment. The Parties will cooperate to minimize such taxes in accordance with Applicable Laws.

     6.10 US Partnership. In the event that (i) ARCHEMIX exercises its Co-Development and Co-Promotion Option as set forth in Section 4.10.2 above; and (ii) MERCK determines that such collaboration in the Co-Development Territory should be characterized as a partnership for U.S. income tax purposes (a “Partnership”), the Parties agree as follows:

(a) Only the activities of the Parties performed in the Co-Development Territory (the “U.S. Activities”) after exercise by ARCHEMIX of a Co-Development and Co-Promotion Option will be considered as Partnership activities, notwithstanding the allocation of global Development

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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expenses to the Partnership described below in Section 6.10(c); all prior and the remaining activities under this Agreement will continue to be characterized as a licensing relationship between MERCK and ARCHEMIX.

(b) In addition to the separate Co-Promotion Agreement the Parties will enter into a co-finance agreement (the “Co-Finance Agreement”) that shall be structured as a partnership agreement with respect to the US Activities. Such agreement shall contain provisions setting out in greater detail the agreement of the Parties with respect to revenue and expense sharing, funding, risk of loss, distributions and allocation of Net Income and separately stated items, as summarized in this Section 6.10.

(c) For purposes of the Partnership, the Parties will treat [***]% of the Co-Development Costs as attributable to the US Partnership. In addition, the Parties will treat [***]% of actual US related Co-Development Regulatory Costs and Co-Development Commercialization Costs as attributable to the US Partnership. The Parties agree that Net Income and Co-Development Commercialization Costs and Co-Development Regulatory Costs attributable to the Partnership shall be shared either [***] or [***], and that the Co-Development Costs shall be shared either [***] or [***], by MERCK and ARCHEMIX, respectively, in accordance with which ever option is chosen by ARCHEMIX pursuant to Section 4.10.2.(a). In any fiscal year, should actual Co-Development Costs associated with U.S. Activities be less than [***]% of total Co-Development Costs, the difference between the actual expenses performed in the U.S and [***]% of Co-Development Costs will be deemed to be non-US incurred or foreign sourced, yet still allocable to the US Partnership. The remaining [***]% of the Co-Development Costs will be considered development expenses related to activities outside the Partnership, and thus to the MERCK license.

(d) The contribution or license of each Party’s intellectual property rights will be characterized in a manner that maximizes both Parties` ability to claim R&D credits in the U.S. consistent with I.R.C. Section 704(b) and the regulations thereunder.

(e) The Co-Finance Agreement shall include the provisions, terms and conditions necessary to reflect the intent of the Parties that the tax credits, distributions, capital accounts and liquidation values approximate the sharing percentages set forth in (c) above.

(f) That (i) all reasonable third party expenses incurred by both Parties to draft and execute a Co-Finance Agreement, and to prepare any US Federal or state tax filings on behalf of the Partnership, shall be borne (A) in the ARCHEMIX [***]% Co-Development Sharing Percentage, [***] by MERCK (or an Affiliate of MERCK) and ARCHEMIX, respectively, and (B) in the ARCHEMIX [***]% Co-Development Sharing Percentage [***]%/[***]% by MERCK (or an Affiliate of MERCK) and ARCHEMIX, respectively, and (ii) EMD Serono Inc (or another US Affiliate of MERCK) shall be the tax matters partner for administrative purposes.

     6.11 Foreign Currency Exchange. All royalties and Net Income Payments shall be payable in full in the United States in United States Dollars, regardless of the countries in which sales are made. With respect to amounts invoiced by MERCK (or its Affiliates or Sublicensees) for Products, all such amounts shall be expressed in EURO and, if applicable, the currency in

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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which the amount was invoiced. Any conversion from a currency to EURO shall be calculated using MERCK’s standard exchange rate methodology applied in its external reporting in effect as of the Effective Date and set forth on Schedule 9 attached hereto. Such Net Sales shall be converted into United States Dollars as follows:

          (A/B), where

                    A = “Net Sales” (as defined above) in such Calendar Quarter expressed in EURO; and

                    B = foreign exchange conversion rate, expressed in EURO per United States Dollar (using, the applicable EURO exchange rate,
                    set forth on Schedule 9 attached hereto or any other mutually agreed upon source, for such Calendar Quarter).

7. TREATMENT OF CONFIDENTIAL INFORMATION;
PUBLICITY; NON-SOLICITATION.

     7.1 Confidentiality.

          7.1.1 Confidentiality Obligations. ARCHEMIX and MERCK each recognizes that the other Party’s Confidential Information and Proprietary Materials constitute highly valuable assets of such other Party. ARCHEMIX and MERCK each agrees that, subject to Section 7.1.2, it will not disclose, and will cause its Affiliates and sublicensees (or Sublicensees, as the case may be) not to disclose, any Confidential Information or Proprietary Materials of the other Party and it will not use, and will cause its Affiliates and sublicensees (or Sublicensees, as the case may be) not to use, any Confidential Information or Proprietary Materials of the other Party except as expressly permitted hereunder; provided, that, such obligations shall apply during the Term and for an additional [***] years thereafter.

          7.1.2 Limited Disclosure. ARCHEMIX and MERCK each agrees that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3. In addition, ARCHEMIX and MERCK each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) Third Party collaborators, subject to written obligations of confidentiality substantially similar to those of ARCHEMIX hereunder, and provided that any Confidential Information so provided will in no event include information identifying any Program Targets, (iii) debt or equity financing of such other Party or (iv) Change of Control involving such other Party, (c) if such other Party is ARCHEMIX, to any Third Party that is or may be engaged by ARCHEMIX to perform services in connection with the Research Program, and (d) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. In addition, each Party

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense.

          7.1.3 Employees and Consultants. ARCHEMIX and MERCK each hereby represents that all of its employees and consultants, and all of the employees and consultants of its Affiliates, who participate in the activities of the Collaboration or have access to Confidential Information or Proprietary Materials of the other Party are or will, prior to their participation or access, be bound by written obligations to maintain such Confidential Information or Proprietary Materials in confidence and not to use such information except as expressly permitted hereunder. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations.

     7.2 Publicity. The Parties acknowledge that the terms of this Agreement constitute Confidential Information of each Party and may not be disclosed except as permitted by Section 7.1.2 and this Section 7.2. Such terms may be disclosed by a Party to (i) investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, acquirer or merger partners and potential acquirer or merger partners but only to the extent reasonably necessary, (ii) Gilead but only to the extent required pursuant to the ARCHEMIX-Gilead License Agreement and (iii) University License Equity Holdings, Inc. but only to the extent required pursuant to the URC License Agreement. In addition, a copy of this Agreement may be filed by either Party with the Securities and Exchange Commission if such filing is required by law or regulation. In connection with any such filing, such Party shall endeavor to obtain confidential treatment of economic and trade secret information, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, which comments shall be reasonably considered by the filing Party; provided, that, in no event shall any of the Program Targets be disclosed. In addition, ARCHEMIX shall only be permitted to disclose the identity of Program Targets to investment bankers, investors and potential investors, lenders and potential lenders, and other sources and other potential sources of financing, acquirer or merger partners and potential acquirer or merger partners under confidentiality undertakings at least as stringent as the ones set forth herein. Notwithstanding anything to the contrary in Section 7.1, the Parties, upon the execution of this Agreement, shall agree to a press release with respect to this Agreement, in the form attached here to as Schedule 6, and either Party may make subsequent public disclosure of the contents of such press release without further approval of the other Party. After issuance of such press release, except as required by Applicable Laws, neither Party shall issue a press or news release or make any similar public announcement (it being understood that publication in scientific journals, presentation at scientific conferences and meetings and the like are intended to be covered by Section 7.3 and not subject to this Section 7.2) related to the Research Program or to any Development Program without the prior written consent of the other

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Party; provided, that, (a) notwithstanding the foregoing, ARCHEMIX shall be expressly permitted to publicly announce the occurrence of any milestone event under Section 6.5.1 and any other event that ARCHEMIX reasonably believes is material to ARCHEMIX; (b) MERCK (i) expressly acknowledges that ARCHEMIX is an emerging company the success of which is substantially dependent on its ability to attract and raise capital and that ARCHEMIX’s ability to attract and raise capital is substantially dependent on its ability to announce publicly developments in its research and development programs or product development pipeline and (ii) agrees that it shall not unreasonably withhold, condition or delay its consent to any request by ARCHEMIX to announce publicly developments in the Research Program or any Development Program; and (c) ARCHEMIX (i) expressly acknowledges that MERCK’s Development and Commercialization is substantially dependent on its ability to protect confidential information and (ii) agrees that it shall not unreasonably request to announce developments in the Research Program or any Development Program that may reduce a competitive advantage versus competing entities.

     7.3 Publications and Presentations. The Parties acknowledge that scientific publications and presentations must be strictly monitored to prevent any adverse effect from premature publication or dissemination of results of the activities hereunder. Each Party agrees that, except as required by Applicable Laws, it shall not publish or present, or permit to be published or presented, the results of the Research Program or any Development Program without the prior review by and approval of the other Party. Each Party shall provide to the other Party the opportunity to review each of the submitting Party’s proposed abstracts, manuscripts or presentations (including, without limitation, information to be presented verbally) that relate to the Research Program or any Development Program at least [***] days prior to its intended presentation or submission for publication, and such submitting Party agrees, upon written request from the other Party given within such [***] period, not to submit such abstract or manuscript for publication or to make such presentation until the other Party is given up to [***] days from the date of such written request to seek appropriate patent protection for any material in such publication or presentation that it reasonably believes may be patentable. Once such abstracts, manuscripts or presentations have been reviewed and approved by each Party, the same abstracts, manuscripts or presentations do not have to be provided again to the other Party for review for a later submission for publication. Each Party also shall have the right to require that any of its Confidential Information that is disclosed in any such proposed publication or presentation be deleted prior to such publication or presentation. In any permitted publication or presentation by a Party, the other Party’s contribution shall be duly recognized, and co-authorship shall be determined in accordance with customary standards. Each Party (i) expressly acknowledges that the other Party’s business may be substantially dependent on its ability to publish results in scientific journals, presentation at scientific conferences and meetings and (ii) agrees that it shall not unreasonably withhold, condition or delay its consent to any request by the other Party to publish results of the Research Program or any Development Program in accordance with its internal publication guidelines.

     7.4 Prohibition on Solicitation. Without the written consent of the other Party, neither Party nor its Affiliates shall, during the [***] or for [***] year thereafter, solicit (directly or indirectly) any employee of the other Party or its Affiliates who participated in the Research Program at any time during the Research Program Term. This provision shall not restrict either

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Party or its Affiliates from advertising employment opportunities in any manner that does not directly target the other Party or its Affiliates.

8. LICENSE GRANTS; EXCLUSIVITY

     8.1 SELEX License; Research and Development Licenses.

          8.1.1 ARCHEMIX License Grants.

               (a) SELEX License.

                    (i) License Grant. Subject to the other terms of this Agreement, ARCHEMIX hereby grants to MERCK and its Affiliates a non-exclusive, royalty-free, worldwide license during the SELEX License Term, without the right to grant sublicenses, under the Licensed Technology and Licensed Patent Rights, for the purpose of using the SELEX Process and the SELEX Technology solely to conduct Target Validation Activities in accordance with Section 3.15 (the “SELEX License”).

                    (ii) Negative Covenants. Notwithstanding the foregoing but without limiting any of the other terms, conditions and limitations contained in this Agreement, MERCK hereby acknowledges and agrees that it shall not use the SELEX Process or the SELEX Technology or practice the SELEX License for any purpose or use outside of the conduct of Target Validation Activities in accordance with Section 3.15, including without limitation, (A) to perform any research or development on any aptamer for any use outside of the Field and/or (B) to research, develop, make, use, sell, offer for sale, import or export any Excluded Aptamers and/or (C) to perform Target Validation Activities for any Target not identified in a Target Validation Response.

                    (iii) Reports Under SELEX License. MERCK shall provide ARCHEMIX with a written report at least once each Calendar Year that describes any MERCK SELEX Improvements (including any patent applications, if any, filed with respect to such MERCK SELEX Improvements) conceived or reduced to practice over the [***] month period covered by such report. Each such report shall include, at a minimum, information reasonably sufficient to enable ARCHEMIX to satisfy its reporting obligations to Gilead under the Gilead-ARCHEMIX License Agreement with respect to this Agreement.

               (b) Research Program. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to MERCK and its Affiliates a non-exclusive, royalty-free, worldwide license during the Research Program Term, including the right to subcontract as provided in Section 8.5, under Licensed Technology and Licensed Patent Rights, for the sole purpose of conducting MERCK Research Activities in the Research Program.

               (c) Development Program. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to MERCK and its Affiliates, an exclusive, royalty-free, worldwide license during the Term, including the right to grant sublicenses as provided in Section 8.4 and the right to subcontract as provided in Section 8.5, under Licensed Technology

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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and Licensed Patent Rights, for the sole purpose of Developing Optimized Lead Compounds and Development Candidates in the Field and in the Territory.

          8.1.2 MERCK Grants.

               (a) Research Program. Subject to the terms and conditions of this Agreement, MERCK hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free, worldwide license during the Research Program Term, including the right to subcontract as provided in Section 8.5, under MERCK Technology and MERCK Patent Rights and MERCK’s interest in Joint Technology and Joint Patent Rights, for the sole purpose of conducting the Research Program.

               (b) Development Program. Subject to the terms and conditions of this Agreement, MERCK hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free, worldwide license during the Term, including the right to subcontract as provided in Section 8.5, under MERCK Technology and MERCK Patent Rights and MERCK’s interest in Joint Technology and Joint Patent Rights and under Licensed Technology and Licensed Patent Rights exclusively licensed to MERCK under Section 8.1.1(c), for the sole purpose of conducting ARCHEMIX Development Activities in any Development Program, to the extent such ARCHEMIX Development Activities are mutually agreed by the Parties and of conducting the co-Development of Co-Developed Products.

               (c) Waived Targets.

                    (i) Designation Notice. Upon its designation of any Program Target as a Waived Target, MERCK shall provide written notice (“Designation Notice”) to ARCHEMIX identifying each such Program Target.

                    (ii) Assignment. MERCK hereby assigns to ARCHEMIX all right, title and interest in and to all MERCK Program Technology relating to Waived Compounds or Waived Targets, Patent Rights claiming MERCK Program Technology relating to Waived Compounds or Waived Targets, MERCK Co-Developed Program Technology relating to Waived Compounds or Waived Targets, Patent Rights claiming MERCK Co-Developed Program Technology relating to Waived Compounds or Waived Targets and MERCK’s interest in Joint Technology relating to Waived Compounds or Waived Targets and Joint Patent Rights relating to Waived Compounds or Waived Targets. ARCHEMIX may, at its option, continue to Develop a Waived Compound, subject to the payment by ARCHEMIX to MERCK, for any Waived Compound, and any Products Derived therefrom, that are Developed and Commercialized by ARCHEMIX, its Affiliates or sublicensees, of (A) a [***] on the Milestone Payment Due Date (as defined below) [***] the Applicable Milestone Payment (as defined below) and (B) royalty payments at rates [***] the Applicable Percentage (as defined below) of the rates set forth in Sections 6.6.1, for the remainder of the applicable Royalty Term.

                    (iii) Calculation of Royalties. In calculating the payments due to MERCK for the assignments granted in this Section 8.1.2(c), the terms of Section 6.6 and all related obligations (including the right to offset payments in accordance with Section 6.6.1(b)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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through (e)) shall apply mutatis mutandis to each such Waived Compound and Product Derived therefrom.

                    (iv) Transition Plan. ARCHEMIX shall have a period of up to [***] months commencing on the date of receipt of the Designation Notice or a Program Target otherwise becomes a Waived Target to notify MERCK that it intends to continue to Develop or Commercialize a Waived Compound. Upon receipt of such notice, the Parties will agree on a transition plan pursuant to which MERCK will, depending on the stage of development of such Waived Compound(s), obligate MERCK to timely perform the activities in Sections 8.1.2(c)(iv)(A) through (J). In order for MERCK to agree to each such transition plan, ARCHEMIX shall agree to use Commercially Reasonable Efforts to Develop and Commercialize the Waived Compound(s) identified by ARCHEMIX and which are the subject of a transition plan for continued Development and Commercialization. The transition plan shall include, as applicable, an obligation by MERCK to:

                         (A) grant to ARCHEMIX an exclusive, worldwide, royalty-free, paid-up license under all Product Trademarks applicable to such Waived Compound(s), if any;

                         (B) transfer to ARCHEMIX all of its right, title and interest in all Regulatory Filings, Drug Approval Applications and Regulatory Approvals then in its name applicable to such Waived Compound(s), if any;

                         (C) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect such transfer;

                         (D) provide ARCHEMIX with copies of all correspondence between MERCK and such Regulatory Authorities relating to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals;

                         (E) unless expressly prohibited by any Regulatory Authority, transfer control to ARCHEMIX of all clinical trials of such Waived Compound(s) being conducted as of the time of designation by MERCK of the Waived Compound and continue to conduct such trials at its expense for up to [***] months commencing on the date of receipt of the Designation Notice or a Program Target otherwise becomes a Waived Target to enable such transfer to be completed without interruption of any such trial, unless ARCHEMIX demonstrates to MERCK to MERCK’s satisfaction that ARCHEMIX shall not be able to assume such clinical trials within four months, in which case MERCK shall continue to conduct such trials for up to [***] additional months;

                         (F) assign (or cause its Affiliates to assign) to ARCHEMIX all agreements with any Third Party with respect to the conduct of clinical trials for such Waived Compound(s) including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case MERCK shall cooperate with ARCHEMIX in all reasonable respects to secure the consent of such Third Party to such assignment);

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                         (G) provide ARCHEMIX with all supplies of such Waived Compound(s) in the possession of MERCK or any Affiliate or contractor of MERCK;

                         (H) provide ARCHEMIX with copies of all reports and data generated or obtained by MERCK or its Affiliates pursuant to this Agreement that relate to such Waived Compound(s) that have not previously been provided to ARCHEMIX;

                         (I) reimburse ARCHEMIX for all internal and out-of-pocket costs incurred by ARCHEMIX in continuing the research and Development according to the pre-agreed Annual Development Plan of such Waived Compound(s) for a period of [***] days; and

                         (J) if MERCK has manufactured, is manufacturing or having manufactured such Waived Compound(s) or any intermediate thereof as of the date the applicable Program Target becomes a Waived Target: (i) MERCK shall, if requested by ARCHEMIX, supply ARCHEMIX with its requirements for such Waived Compound(s) and intermediates for up to [***] months following such date at a transfer price equal to [***] for the supply of such Waived Compound(s) or intermediate, plus [***] percent ([***]%), (ii) within [***] days after ARCHEMIX’s request, MERCK shall provide to ARCHEMIX or its designee all information in its possession with respect to the manufacture of each such Waived Compound(s) or intermediate.

                    (v) Definitions. For purposes of this Section 8.1.2(c), the following terms shall have the following definitions:

“Applicable Milestone Payment” shall mean, with respect to each Waived Compound, an aggregate amount equal to [***] by MERCK with respect to such Waived Compound for (a) milestone events 2, 3 and 4 to the extent ARCHEMIX makes [***] of [***] applicable to such Waived Compound; or (b) milestone events 2 and 3 to the extent ARCHEMIX makes [***] of [***] and/or [***] applicable to such Waived Compound.

“Applicable Percentage” shall mean, with respect to each Waived Compound, (a) [***] percent ([***]%), to the extent ARCHEMIX makes [***] of [***] in the development and commercialization of such Waived Compound; (b) [***] percent ([***]%), to the extent ARCHEMIX makes [***] of [***] and/or [***] in the development and commercialization of such Waived Compound, (c) [***] percent ([***]%), if neither of the foregoing (a) nor (b) apply, but ARCHEMIX is developing and commercializing a Waived Compound that was a [***], and (d) [***] percent ([***]%) if ARCHEMIX is developing and commercializing an [***], other than a [***] or an [***], against the Waived Target, provided that in such case ARCHEMIX shall not make [***] of [***].

“Clinical Data” means all data, results and information produced in the conduct of a Phase I Clinical Trial (“Phase I Clinical Data”), a Phase II Clinical Trial (“Phase II Clinical Data”) or a Phase III Clinical Trial (“Phase III Clinical Data”) conducted by MERCK with respect to a Waived Compound.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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“Material Use” means, with respect to Clinical Data, the inclusion of such Clinical Data in a core report of an NDA filed by ARCHEMIX as evidenced by (i) the use of a bridging study to utilize such Clinical Data, (ii) the elimination for the need to duplicate such Clinical Data, or (iii) the ability to reduce the number of patients enrolled in a clinical trial due to the use of such Clinical Data.

“Milestone Payment Due Date” means, with respect to a Waived Compound, (a) to the extent a Program Target becomes a Waived Target prior to the Initiation of [***], the date of the Initiation of [***] with respect to such Waived Compound; (b) to the extent a Program Target becomes a Waived Target after [***] but prior to the Initiation of [***], the date of the Initiation of [***] with respect to such Waived Compound; and (c) to the extent a Program Target becomes a Waived Target after [***] but prior to filing for [***], the date on which such filing for [***] occurs.

                    (vi) Further Assurances. Upon ARCHEMIX’s written request, MERCK shall execute and deliver any documents of ownership, assignment or conveyance that are necessary or desirable to convey the ownership rights granted pursuant to this Section 8.1.2(c).

               (d) Improvement Rights. Subject to the other terms of this Agreement, MERCK hereby (i) grants to ARCHEMIX a royalty-free, paid-up, perpetual, irrevocable and exclusive license, with the right to grant sublicenses, under MERCK’s interest in MERCK Non-SELEX Improvements, to research, develop, make, use and sell for any and all purposes aptamers directed to any Targets other than Program Targets and (ii) assigns to ARCHEMIX all of its right, title and interest in and to MERCK’s interest in MERCK SELEX Improvements subject to Section 8.7.

               (e) Failed Target. Subject to the terms and conditions of this Agreement, MERCK hereby grants to ARCHEMIX and its Affiliates an exclusive, worldwide, royalty-free license, with the right to grant sublicenses under MERCK Program Technology, Patent Rights claiming MERCK Program Technology, MERCK Co-Developed Program Technology, Patent Rights claiming MERCK Co-Developed Program Technology and MERCK’s interest in Joint Technology and Joint Patent Rights to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported aptamers and products Derived therefrom directed against any Failed Target for all uses in or outside the Field. For purposes of clarity, Failed Targets for the purpose of this Agreement shall not be construed as encompassing Waived Targets, and, ARCHEMIX shall have no payment obligations to MERCK with regard to any Failed Target.

               (f) Terminated Compounds. Subject to the terms and conditions of this Agreement, MERCK hereby grants to ARCHEMIX and its Affiliates an exclusive, worldwide, royalty-free license, with the right to grant sublicenses, under MERCK Program Technology, Patent Rights claiming MERCK Program Technology, MERCK Co-Developed Program Technology, Patent Rights claiming MERCK Co-Developed Program Technology and MERCK’s interest in Joint Technology and Joint Patent Rights to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported Terminated Compounds and products Derived therefrom in or outside of the Field. For

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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purposes of clarity, an Aptamer directed against a Waived Target as set forth in sub-paragraph (c) above shall in no event be considered a Terminated Compound.

                    (g) Non-Exclusive License to MERCK Program Technology For Aptamers Outside the Collaboration. MERCK hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free, worldwide license, with the right to grant sublicenses, under MERCK Program Technology and Patent Rights claiming MERCK Program Technology to the extent necessary to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported aptamers and products Derived from aptamers other than those targeted to a Program Target for any and all uses, except as otherwise provided herein.

                    (h) Exclusive License to MERCK Program Technology For Aptamers Outside the Collaboration. To the extent requested in writing by ARCHEMIX, MERCK may grant to ARCHEMIX and its Affiliates an exclusive, royalty-bearing, worldwide license, with the right to grant sublicenses, under MERCK Program Technology, Patent Rights claiming MERCK Program Technology, MERCK Co-Developed Program Technology, Patent Rights claiming MERCK Co-Developed Program Technology and MERCK’s interest in Joint Technology and Joint Patent Rights to the extent necessary to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported aptamers and products Derived from aptamers other than those targeted to a Program Target for any and all uses, except as otherwise provided herein. The Parties agree to negotiate in good faith the terms applicable to the foregoing license.

               8.1.3 Co-Developed Program Technology Grants.

                    (a) ARCHEMIX Grants; ARCHEMIX Co-Developed Program Technology. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to MERCK and its Affiliates, an exclusive, royalty-free, worldwide license during the Term, including the right to subcontract as provided in Section 8.5 and the right grant sublicenses as provided in Sections 8.4, under ARCHEMIX Co-Developed Program Technology, for the sole purpose of Developing Optimized Lead Compounds and Development Candidates and Commercializing Products in the Field and in the Territory.

                    (b) MERCK Grants; MERCK Co-Developed Program Technology. Subject to the terms and conditions of this Agreement, MERCK hereby grants to ARCHEMIX and its Affiliates an exclusive, royalty-free, worldwide license, with the right to grant sublicenses, under MERCK Co-Developed Program Technology to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported aptamers and products Derived from aptamers other than those targeted to a Program Target for any and all uses, except as otherwise provided herein.

          8.2 Commercialization License. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to MERCK and its Affiliates an exclusive, royalty-bearing license during the Term, including the right to grant sublicenses as provided in Section 8.4, under Licensed Technology and Licensed Patent Rights for the sole purpose of Commercializing Products in the Field in the Territory.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          8.3 Limitation on License Grants. For purposes of clarity and notwithstanding anything to the contrary in this Agreement, under no circumstances shall the license granted by ARCHEMIX to MERCK under Section 8.2 be deemed to extend to, and ARCHEMIX shall not be obligated to extend such license to, the Commercialization of (any number of) Products directed to more than eight (8) Targets.

          8.4 Right to Sublicense. MERCK shall have the right to grant sublicenses to Sublicensees under the licenses granted to it under Section 8.1.1(c) with respect to any Optimized Lead Compounds and Development Candidates (including, for greater certainty, Co-Developed Development Candidates) and Section 8.2 with respect to any Product (including, for greater certainty, Co-Developed Products); provided, that, (a) it shall be a condition of any such sublicense that such Sublicensee agrees to be bound by all terms of this Agreement applicable to the Development or Commercialization, as the case may be, of Products in the Field in the Territory (including, without limitation, Article 7); (b) MERCK shall provide written notice to ARCHEMIX of any such proposed sublicense at least [***] days prior to such execution and provide copies to ARCHEMIX of each such sublicense in the form to be executed at least [***] business days prior to such execution; (c) if MERCK grants a sublicense to a Sublicensee, MERCK shall be deemed to have guaranteed that such Sublicensee will fulfill all of MERCK’s obligations under this Agreement applicable to the subject matter of such sublicense; and (d) MERCK shall not be relieved of its obligations pursuant to this Agreement as a result of such sublicense. Any sublicenses granted by MERCK under Section 8.1.1(c) and/or Section 8.2 with respect to Co-Developed Development Candidates and Co-Developed Products for which ARCHEMIX has exercised its Co-Development and Co-Promotion Option and has not exercised its Opt-Out Right shall require ARCHEMIX’s consent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that, any such sublicense granted by MERCK with respect to a Co-Developed Product for Commercialization outside of the Co-Development Territory shall not require ARCHEMIX’s consent.

          8.5 Right to Subcontract. Each Party shall have the right to subcontract portions, but not all, of its responsibilities to be performed by it under the Annual Research Plan or Annual Development Plan in the normal course of its business, and to grant sublicenses for such activities, to any Third Party without the prior consent of the other Party; provided, that, (a) such subcontracting shall not involve the transfer of Confidential Information of the other Party to any Third Party unless the subcontracted party shall enter into a confidentiality agreement with the subcontracting Party in accordance with Article 7; (b) the subcontracting Party shall provide written notice to the other Party of any such proposed subcontract at least [***] days prior to such execution; (c) if a Party enters into a subcontract as provided in this Section 8.5, such Party shall be deemed to have guaranteed that such subcontractor will fulfill all of such Party’s obligations under this Agreement applicable to the subject matter of such subcontract; (d) such subcontracting Party shall not be relieved of its obligations pursuant to this Agreement as a result of such subcontract, and (e) in the event ARCHEMIX is the subcontracting Party, MERCK shall not be obligated to reimburse ARCHEMIX for any cost or expense related to such subcontracting unless MERCK has approved such subcontracting, and the related cost and expense, in the Annual Research Plan, the Annual Development Plan or otherwise in writing.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          8.6 No Other Rights. MERCK shall have no rights to use or otherwise exploit ARCHEMIX Technology, ARCHEMIX Patent Rights, or ARCHEMIX Proprietary Materials, and ARCHEMIX shall have no rights to use or otherwise exploit MERCK Technology, MERCK Patent Rights or MERCK Proprietary Materials, in each case, except as expressly set forth herein.

          8.7 Exclusivity.

               8.7.1 ARCHEMIX. During the Term, ARCHEMIX shall not, and shall cause each of its Affiliates to not, conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, develop or commercialize, or grant any license or other rights to any Third Party to utilize, any Proprietary Materials, Technology or Patent Rights Controlled in whole or in part by ARCHEMIX or any of its Affiliates for the purpose of researching, developing or commercializing (a) any aptamer binding to a Program Target, or (b) any Collaboration Aptamer or aptamer Derived therefrom, except for the conduct of Permitted Activities and as otherwise provided under this Agreement.

               8.7.2 MERCK. During the Term, MERCK shall not, and shall cause each of its Affiliates to not conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, develop or commercialize, or grant any license or other rights to any Third Party to utilize any Technology or Patent Rights Controlled by MERCK or any of its Affiliates for the purpose of researching, developing or commercializing, any aptamer binding to a Program Target or any aptamer Derived therefrom that binds specifically to the relevant Program Target, except as provided under this Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

          9.1 ARCHEMIX Intellectual Property Rights. ARCHEMIX shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all ARCHEMIX Technology, ARCHEMIX Patent Rights, ARCHEMIX Co-Developed Program Technology and ARCHEMIX Co-Developed Program Patent Rights.

          9.2 MERCK Intellectual Property Rights. MERCK shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all MERCK Technology, MERCK Patent Rights, MERCK Co-Developed Program Technology, MERCK Co-Developed Program Patent Rights and any and all Product Trademarks.

          9.3 Joint Technology and Joint Co-Developed Program Technology Rights. MERCK and ARCHEMIX shall jointly own all Joint Technology, Joint Patent Rights, Joint Co-Developed Program Technology and Joint Co-Developed Program Patent Rights. Notwithstanding anything to the contrary contained in this Agreement or under Applicable Law, except to the extent exclusively licensed to one Party under this Agreement, the Parties hereby agree that either Party may use or license or sublicense to Affiliates or Third Parties all or any portion of its interest in Joint Technology, Joint Patent Rights, Joint Co-Developed Program Technology, Joint Co-Developed Program Patent Rights or jointly owned Confidential Information or Proprietary Materials for any purposes without the prior written consent of the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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other Party, without restriction and without the obligation to provide compensation to the other Party, except as otherwise provided under this Agreement.

          9.4 Patent Coordinators. ARCHEMIX and MERCK shall each appoint a patent coordinator reasonably acceptable to the other Party (each, a “Patent Coordinator”) to serve as such Party’s primary liaison with the other Party on matters relating to patent filing, prosecution, maintenance and enforcement. Each Party may replace its Patent Coordinator at any time by notice in writing to the other Party. The initial Patent Coordinators shall be:

               For ARCHEMIX: [***]

               For MERCK: [***]

          9.5 Inventorship. In case of a dispute between ARCHEMIX and MERCK over inventorship and, as a result, whether any particular Technology is ARCHEMIX Technology, MERCK Technology, Joint Technology, ARCHEMIX Co-Developed Program Technology, MERCK Co-Developed Program Technology or Joint Co-Developed Program Technology such dispute shall be resolved by patent counsel who (and whose firm) is not at the time of the dispute, and was not at any time during the [***] years prior to such dispute, performing services for either of the Parties, such patent counsel to be selected by the Patent Coordinators. Expenses of such patent counsel shall be shared equally by the Parties.

          9.6 Cooperation. Each Party shall cooperate with the other Party to effect the intent of this Article 9, including without limitation by executing documents and making its employees and independent contractors available to execute documents as necessary to achieve the foregoing allocation of ownership rights.

     10. FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS

          10.1 Patent Filing, Prosecution and Maintenance.

               10.1.1 MERCK’s Prosecution Rights.

                    (a) MERCK Program Technology; MERCK Co-Developed Program Technology. Subject to Sections 10.1.4 and 10.1.5, MERCK, acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance in the countries listed on Schedule 7, at its sole cost and expense, of Patent Rights covering MERCK Program Technology and/or MERCK Co-Developed Program Patent Rights; provided, that, ARCHEMIX, acting through patent counsel or agents of its choice, shall have the right but not the obligation, for each Program Target, to prepare on MERCK’s behalf and with MERCK’s approval the first patent application disclosing the corresponding Collaboration Aptamers. MERCK shall have no right or responsibility with respect to the preparation, filing, prosecution and/or maintenance of any claims within the Licensed Patent Rights that relate to any Failed Compound, Waived Compound or Terminated Compound or their manufacture, formulation, delivery, or use. MERCK shall nationalize such filings in the European Patent Office and the other countries or regional offices listed on Schedule 7 and shall validate such filings in the EPO contracting states as detailed in Schedule 7 hereto and the contracting states of any other regional

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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offices identified on Schedule 7 and, at MERCK’s sole discretion, in any other country. At MERCK’s request, ARCHEMIX shall cooperate with MERCK in all reasonable respects in connection with such preparation, filing, prosecution and maintenance of such Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable to Licensed Patent Rights. For purposes of clarity, notwithstanding anything to the contrary herein, MERCK shall have no rights to prepare, file, prosecute and/or maintain any (1) Licensed Patent Rights related to the SELEX Process or SELEX Technology, or (2) Patent Rights included in the SELEX Portfolio.

                    (b) MERCK Background Technology. MERCK, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of all Patent Rights covering MERCK Background Technology.

               10.1.2 ARCHEMIX Prosecution Rights.

                    (a) ARCHEMIX Program Technology; ARCHEMIX Co-Developed Program Technology. ARCHEMIX, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of Patent Rights covering ARCHEMIX Program Technology and/or ARCHEMIX Co-Developed Program Patent Rights. At ARCHEMIX’ request, MERCK shall cooperate with and assist ARCHEMIX in all reasonable respects, at ARCHEMIX’ expense, in connection with such preparation, filing, prosecution and maintenance of such Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable.

                    (b) ARCHEMIX Background Technology. ARCHEMIX, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of all Patent Rights covering ARCHEMIX Background Technology.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               10.1.3 Joint Prosecution.

                    (a) Certain Program Technology. Notwithstanding anything to the contrary in Section 10.1.1(a) or 10.1.2(a), with respect to Patent Rights that contain one or more claims that cover both Program Aptamer-Specific Technology and ARCHEMIX Program Technology, unless the Parties in good faith otherwise agree, (a) the Parties, acting through patent counsel or agents of its choice, shall separate such Patent Rights into separate patent applications seeking protection for Program Aptamer-Specific Technology and ARCHEMIX Program Technology, respectively, and (b) the Parties shall contemporaneously file the separate patent applications for such Patent Rights. Solely to the extent the Parties mutually determine it is not feasible to prepare and file separate patent applications covering such Technology: (i) the Parties shall be jointly responsible for the preparation, filing and maintenance of such Patent Rights; (ii) MERCK shall be responsible for the prosecution of any claims of such Patent Rights covering Program Aptamer-Specific Technology; (iii) ARCHEMIX shall be responsible for the prosecution of any claims of such Patent Rights covering ARCHEMIX Program Technology; and (iv) each Filing Party shall provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any application, amendment, submission or response filed pursuant to this Section 10.1.3(a); and (v) each Party shall be responsible for all expenses incurred by it for the preparation, filing prosecution and maintenance of any Patent Rights for which it has primary responsibility pursuant to this Section 10.1.3.

                    (b) Joint Patent Rights. In the case of Joint Patent Rights or Joint Co-Developed Program Patent Rights, the Parties shall meet through the JSC and/or the Patent Coordinators to discuss in good faith and agree upon the content and form of any application for a Joint Patent Right or Joint Co-Developed Program Patent Rights and hereby agree that only the application in the form as agreed between the Parties may be filed in respect of the Joint Patent Rights or Joint Co-Developed Program Patent Rights. The Parties shall share the costs equally in respect of the preparation of the application, filing, prosecution, grant and maintenance of any Joint Patent Right or Joint Co-Developed Program Patent Right jointly filed; and jointly instruct an appropriately qualified patent attorney to draft, file and prosecute the application and each Party will have equal control over the prosecution of the filing such that the patent attorney will only be able to act on unanimous instructions. In the event that one Party (i) is not interested, or (ii) not willing to equally share the related cost and expense, with respect to any Joint Patent Rights or Joint Co-Developed Program Patent Rights in a given country, then the other Party shall have the right, at its own cost and expense, to file for and prosecute such Joint Patent Rights or Joint Co-Developed Program Patent Rights in such country in both Parties’ names.

               10.1.4 Information and Cooperation. Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 10.1.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder for Program Technology and Development Program Technology and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology or Development Program Technology under this Section 10.1; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other activities. In addition, MERCK (a) agrees that if ARCHEMIX claims any action taken under Section 10.1.1(a) would be detrimental to Patent Rights covering ARCHEMIX Background Technology (including without limitation the SELEX Portfolio), ARCHEMIX shall provide written notice to MERCK and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

               10.1.5 Abandonment. If a Filing Party decides to abandon or to allow to lapse any of the Patent Rights covering any Program Technology or Development Program Technology for which it has responsibility, it shall inform the Non-Filing Party of such decision promptly and, in any event, so as to provide the Non-Filing Party a reasonable amount of time to meet any applicable deadline to establish or preserve such Patent Rights in such country or region. The Non-Filing Party shall have the right to assume responsibility for continuing the prosecution of such Patent Rights in such country or region and paying any required fees to maintain such Patent Rights in such country or region or defending such Patent Rights, through patent counsel or agents of its choice, which shall be at the Non-Filing Party’s sole expense. The Non-Filing Party shall not become an assignee of any such Patent Rights as a result of its assumption of any such responsibility. Upon transfer of such responsibility under this Section 10.1.5, the Filing Party shall promptly deliver to the Non-Filing Party copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for the Non-Filing Party to assume such responsibility.

          10.2 Legal Actions.

               10.2.1 Third Party Infringement.

                    (a) Notice. In the event either Party becomes aware of (i) any possible infringement of any Licensed Patent Rights, MERCK Patent Rights, Joint Patent Rights or Co-Developed Program Patent Rights through the Development or Commercialization of an aptamer covered by the Program Aptamer-Specific Patent Rights, or (ii) the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act for a product that includes an aptamer covered by the Program Aptamer-Specific Patent Rights (each, an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                    (b) Royalty-Bearing Products.

                         (i) MERCK Right to Enforce.

                              (A) Enforcement of Section 10.1.1(b) Patent Rights. In the event that any Infringement relates to any Patent Rights covering MERCK Background Technology, MERCK shall have the sole right but not the obligation to enforce such claim.

                              (B) Enforcement of Sections 10.1.1(a) Patent Rights and Certain 10.1.3 (a) Patent Rights. In the event that any Infringement relates to any Patent Right that MERCK is responsible for prosecuting pursuant to Sections 10.1.1(a) and/or 10.1.3, then, subject to Section 10.2.1(c), MERCK shall have the first right (but not the obligation) to enforce such claim, which may include the institution of legal proceedings or other action; provided, that, notwithstanding the foregoing, MERCK shall not admit the invalidity or unenforceability of any Licensed Patent Rights without ARCHEMIX’ prior written consent. MERCK shall keep ARCHEMIX reasonably informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. ARCHEMIX shall assist MERCK, upon request, in taking any action to enforce any such Patent Rights and shall join in any such action if deemed to be a necessary party. MERCK shall incur no liability to ARCHEMIX as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any such claim invalid, not infringed or unenforceable. All costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by MERCK. If MERCK does not take commercially reasonable steps to abate the Infringement of such Patent Rights within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then ARCHEMIX shall have the right and option to do so at its expense.

                         (ii) ARCHEMIX Right to Enforce.

                              (A)  Enforcement of Section 10.1.2(b) Patent Rights. In the event that any Infringement relates to any Patent Rights covering ARCHEMIX Background Technology, ARCHEMIX shall have the sole right but not the obligation to enforce such claim.

                              (B)  Enforcement of Section 10.1.2(a) Patent Rights and Certain 10.1.3(a) Patent Rights. In the event that any Infringement relates to any Patent Right that ARCHEMIX is responsible for prosecuting pursuant to Sections 10.1.2(a) and/or 10.1.3, then, subject to Section 10.2.1(c), ARCHEMIX shall have the first right (but not the obligation) to enforce such claim, which may include the institution of legal proceedings or other action. ARCHEMIX shall keep MERCK reasonably informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. MERCK shall assist ARCHEMIX, upon request, in taking any action to enforce any such Patent Rights and shall join in any such action if deemed to be a necessary party. ARCHEMIX shall incur no liability to MERCK as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any such claim invalid, not infringed or unenforceable. All costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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borne by ARCHEMIX. If ARCHEMIX does not take commercially reasonable steps to abate the Infringement of such Patent Rights within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then MERCK shall have the right and option to do so at its expense. For purposes of clarity, notwithstanding anything to the contrary herein, MERCK shall have no rights to enforce any (1) ARCHEMIX Patents Rights covering the SELEX Process or SELEX Technology, or (2) the SELEX Portfolio.

                         (iii) Joint Patent Rights. In the event of an Infringement of a Joint Patent Right, then, subject to Section 10.2.1(c), the Parties shall enter into good faith discussions as to whether and how to eliminate the Infringement. Subject to the foregoing, (i) ARCHEMIX shall have the first right and option to eliminate such Infringement by reasonable steps, which may include the institution of legal proceedings or other action and (ii) all costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by ARCHEMIX. If ARCHEMIX does not take or initiate commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then MERCK shall have the right and option to do so at its expense.

                         (iv) Representation of Either Party. Each Party shall have the right to be represented by counsel that it selects in any legal proceedings or other action instituted under this Section 10.2.1 by the other Party.

                         (v) Cooperation by the Parties. In any action, suit or proceeding instituted under this Section 10.2.1, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party instituting such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. If a Party with the right to initiate legal proceedings under this Section 10.2.1 lacks standing to do so and the other Party has standing to initiate such legal proceedings, then the Party with standing shall initiate such legal proceedings at the request and expense of the other Party.

                         (vi) Allocation of Recoveries. Any amounts recovered by MERCK pursuant to actions under Section 10.2.1(b)(ii), whether by settlement or judgment, shall be allocated in the following order: (i) first, to reimburse MERCK and ARCHEMIX for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (ii) second (A) with respect to actual damages, then, to MERCK and ARCHEMIX [***] MERCK’s historic Net Sales of the Product or Products affected by the Infringement bears to ARCHEMIX’ historic royalties hereunder in respect of such Net Sales, in each case as determined in good faith, and (B) with respect to punitive, special or consequential damages, [***] percent ([***]%) to MERCK. Any amounts recovered by ARCHEMIX pursuant to actions under Section 10.2.1(c)(ii) shall be allocated in the following order: (X) first, to reimburse ARCHEMIX and MERCK for their reasonable out of pocket expenses in making such recovery (which amounts

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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shall be allocated pro rata if insufficient to cover the totality of such expenses); and (Y) then, [***]% to ARCHEMIX.

                    (c) Co-Developed Products. Notwithstanding anything to the contrary set forth in this Section 10.1, in the event of an Infringement of a Patent Right covering Co-Developed Products, the Parties shall jointly decide as to whether and how to eliminate the Infringement and shall jointly take actions to eliminate such Infringement by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including without limitation attorneys’ fees, and all recoveries, relating to such legal proceedings or other action shall be borne equally by the Parties.

               10.2.2 Defense of Claims.

                    (a) Notice. In the event that a Third Party alleges that the conduct of the Research Program or the Development or Commercialization of an Optimized Lead Compound, Development Candidate or Product infringes the Patent Rights of a Third Party, the Party becoming aware of such allegation shall promptly notify the other Party hereof, in writing, reasonably detailing the claim.

                    (b) Third Party Suit Relating Primarily to Program Targets or Requested Chemistry.

                         (i) In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party relating specifically to the Program Targets by reason of activities conducted pursuant to this Agreement, (A) MERCK shall have the right and obligation to defend or otherwise resolve such action, suit or proceeding (e.g., by way of entering into a settlement agreement or consent) at its sole expense; (B) ARCHEMIX or any of its Affiliates or sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against ARCHEMIX or any of its Affiliates or sublicensees, ARCHEMIX may elect to defend itself at its sole expense; and (C) the Parties shall cooperate with each other in all reasonable respects in any such action, suit or proceeding. Settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne solely by MERCK.

                         (ii) In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement, by reason of activities conducted pursuant to this Agreement, of the Technology or Patent Rights of a Third Party relating specifically to the use of Requested Chemistry in (A) the Research Program or any Product independent of any challenge to the right to practice the SELEX Process or SELEX Technology or the SELEX Portfolio, (B) the Development of any Development Candidate, or (C) the Commercialization, including without limitation the manufacture, use or sale, of any Product, MERCK shall have the right and obligation to defend or otherwise resolve such action, suit or proceeding (e.g., by way of entering into a settlement agreement or consent) at its sole expense. Settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne solely by MERCK.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                    (c) Third Party Suit Relating Primarily to the use of the SELEX Process or the SELEX Technology. In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party by reason of the use of the SELEX Process or the use of the SELEX Technology (excluding in either case any action, suit or proceeding based solely on the use of Requested Chemistry) in the conduct of the Research Program (i) ARCHEMIX shall have the right and obligation to defend or otherwise resolve such action, suit or proceeding (e.g., by way of entering into a settlement agreement or consent) at its sole expense; and (ii) MERCK or any of its Affiliates or Sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against MERCK or any of its Affiliates or Sublicensees, MERCK or its Affiliate or Sublicensee may elect to defend itself at its sole expense. Settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne solely by ARCHEMIX.

                    (d) Cooperation in Defense. The Parties shall cooperate with each other in all reasonable respects in any action, suit or proceeding under this Section 10.2.2. Each Party shall provide the other Party with prompt written notice of the commencement of any such suit, action or proceeding, or of any evidence or allegation of infringement of which such Party becomes aware, and shall promptly furnish the other Party with a copy of each communication relating to the alleged infringement that is received by such Party. The Party that is a party to the action, suit or proceeding shall not admit the invalidity of any patent within the Licensed Patent Rights, Joint Patent Rights or MERCK Patent Rights, nor settle such action, suit or proceeding in a manner that adversely affects the other Party’s rights under this Agreement, without the written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned.

               10.3 Trademark and Copyright Prosecution, Defense and Enforcement. MERCK shall be responsible for the filing, prosecution, maintenance, defense and enforcement of all Product Trademarks and copyrights created during the Research Program, Development and/or Commercialization at MERCK’s expense.

               10.4 Effect of Challenge. In further consideration of ARCHEMIX’s grant of the licenses hereunder and except to the extent the following is unenforceable under the Applicable Laws of a particular jurisdiction where a patent application within the Licensed Patent Rights is pending or a patent within the Licensed Patent Rights issued, in the event that MERCK, its Affiliates and/or Sublicensees (a) determines to initiate a Challenge or MERCK, its Affiliates and/or Sublicensees determines to assist a Third Party in initiating a Challenge, (i) MERCK will provide written notice to ARCHEMIX at least ninety (90) days prior thereto, which notice will include an identification of all prior art it believes invalidates any claim of the Licensed Patent Rights; (ii) the Designated Senior Officers shall promptly initiate discussing in good faith to resolve the issue for a period of up [***] (which discussions may include the engagement of a mutually acceptable independent patent counsel to advise the Designated Senior Officers on such issue, the expense of which shall be borne equally by the Parties; and (b) initiates a Challenge or assists a Third Party in initiating a Challenge, (i) the exclusive licenses granted by ARCHEMIX to MERCK hereunder shall, at the option of the ARCHEMIX and upon written notice to

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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MERCK, be converted into non-exclusive as of the date of such notice, (ii) should the outcome of such Challenge determine that any claim that is the subject of the Challenge is valid or enforceable or is infringed by any Products, the royalty rates set forth in Section 8.7.1 shall be increased by an additional [***] percentage points and (iii) should the outcome of any Challenge determine no claim of Licensed Patent Rights Challenged by MERCK, its Affiliates and/or Sublicensees is valid or enforceable or infringed by a Product, MERCK, its Affiliates and/or Sublicensees shall continue to pay royalties based on Annual Net Sales of Products sold in the Territory at the rate of [***] percent ([***]%) until the last day of the Royalty Term for such Product notwithstanding such determination.

11. TERM AND TERMINATION

          11.1 Term. The term (“Term”) of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the end of the Research Program Term and, if MERCK is Developing a Development Candidate or Commercializing a Product as of the end of the Research Program Term (including any Co-Developed Product), thereafter until (a) such time as MERCK is no longer Developing at least one (1) Development Candidate or (b) if, as of the time MERCK is no longer Developing at least one (1) Development Candidate, MERCK is Commercializing a Product (including a Co-Developed Product), such time as all Royalty Terms for all Royalty-Bearing Products have ended or sales of Co-Developed Products have ceased (whether any such sales are made by or on behalf of MERCK alone or jointly with ARCHEMIX), whichever is later, unless earlier terminated in accordance with the provisions of this Article 11. After expiration of the applicable Royalty Term, MERCK’s rights and licenses contained herein with respect to each such Royalty-Bearing Product shall revert to a non-exclusive, worldwide, fully paid up and perpetual license to Commercialize such Royalty-Bearing Product.

          11.2 Termination. This Agreement may be terminated at any time by either Party as follows:

               11.2.1 Unilateral Right to Terminate. MERCK may terminate this Agreement, effective upon not less than [***] days written notice to ARCHEMIX, at any time on or after expiration of the Research Program Term.

               11.2.2 Termination for Breach. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, for a material breach by the other Party of any term of this Agreement that remains uncured for [***] days ([***] days in the event that the breach is a failure of either Party to make any payment required hereunder) after the non-breaching Party first gives written notice to the other Party of such breach and its intent to terminate this Agreement if such breach is not cured; provided, that, (a) in the event MERCK is in breach of its diligence obligations with respect to a given Program Target, and/or any Collaboration Aptamer against such Program Target, ARCHEMIX shall only have the right, on a country-by-country (or with respect to European countries, Europe) and Collaboration Aptamer-by-Collaboration Aptamer and/or Product-by-Product basis, to (i) terminate MERCK’s rights with respect to such Program Target and/or such Collaboration Aptamer and/or Product (but leaving unaffected MERCK’s rights under this Agreement to any other Program Target,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Collaboration Aptamer(s) or Product(s)) or (ii) upon [***] days written notice to MERCK, to convert the exclusive license granted to MERCK for each such Program Target, Collaboration Aptamer and/or Product to a non-exclusive license, in which case the provisions of Section 8.7.1 will not apply to such Program Target, Collaboration Aptamer and/or Product and (b) in the event ARCHEMIX is in breach of its diligence obligations solely with respect to ARCHEMIX’s Co-Development Activities, MERCK shall only have the right, on a Collaboration Aptamer-by-Collaboration Aptamer basis and/or Product-by-Product basis, to terminate the right of ARCHEMIX to Co-Develop such Collaboration Aptamer and/or Product. For purposes of clarity, a breach by MERCK of any of Sections 4.10.6(a) through 4.10.6(c) shall constitute a material breach.

               11.2.3 Termination for Insolvency. In the event that either Party files for protection under bankruptcy laws, makes a general assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its business, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not dismissed or stayed within [***] days of the filing thereof, the other Party may terminate this Agreement effective immediately upon written notice to such Party. In connection therewith, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the United States Bankruptcy Code.

          11.3 Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to Section 11.2, the following provisions shall apply, as applicable.

               11.3.1 Termination Pursuant to Section 11.2.1. If this Agreement is terminated by MERCK pursuant to Section 11.2.1:

                    (a) all licenses granted to MERCK under Article 8 to any Collaboration Aptamers as of the effective date of termination, if any, shall immediately terminate and all such Lead Compounds, Optimized Lead Compounds, Development Candidates and Products shall be Terminated Compounds, and ARCHEMIX shall have no further obligations under Section 8.7.1;

                    (b) each Party shall promptly return all Confidential Information and Proprietary Materials of the other Party that are not subject to a continuing license hereunder; provided, that, each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder;

                    (c) upon request of ARCHEMIX, MERCK and ARCHEMIX shall agree on a transition plan pursuant to which MERCK will transfer to ARCHEMIX all of its right, title and interest in Terminated Compounds to ARCHEMIX which transition plan shall, depending on the stage of development of the Terminated Compounds, obligate MERCK to:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                         (i) grant to ARCHEMIX an exclusive, worldwide, royalty-free, paid-up license under all Product Trademarks applicable to the Terminated Compounds, if any;

                         (ii) transfer to ARCHEMIX all of its right, title and interest in all Regulatory Filings, Drug Approval Applications and Regulatory Approvals then in its name applicable to the Terminated Compounds, if any;

                         (iii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect such transfer;

                         (iv) provide ARCHEMIX with copies of all correspondence between MERCK and such Regulatory Authorities relating to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals;

                         (v) unless expressly prohibited by any Regulatory Authority, transfer control to ARCHEMIX of all clinical trials of the Terminated Compounds being conducted as of the effective date of termination and continue to conduct such trials at its expense for up to [***] months to enable such transfer to be completed without interruption of any such trial, unless ARCHEMIX demonstrates to MERCK to MERCK’s satisfaction that ARCHEMIX shall not be able to assume such clinical trials within [***] months, in which case MERCK shall continue to conduct such trials for up to [***] additional months;

                         (vi) assign (or cause its Affiliates to assign) to ARCHEMIX all agreements with any Third Party with respect to the conduct of clinical trials for the Terminated Compounds including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case MERCK shall cooperate with ARCHEMIX in all reasonable respects to secure the consent of such Third Party to such assignment);

                         (vii) provide ARCHEMIX with all supplies of the Terminated Compounds in the possession of MERCK or any Affiliate or contractor of MERCK;

                         (viii) provide ARCHEMIX with copies of all reports and data generated or obtained by MERCK or its Affiliates pursuant to this Agreement that relate to any Terminated Compounds that have not previously been provided to ARCHEMIX;

                         (ix) reimburse ARCHEMIX for all internal and out-of-pocket costs incurred by ARCHEMIX in continuing the research and Development according to the pre-agreed Annual Development Plan of all the Terminated Compounds for a period of [***] days; and

                         (x) if MERCK has manufactured, is manufacturing or having manufactured any Terminated Compounds or any intermediate thereof: (i) MERCK shall, if requested by ARCHEMIX, supply ARCHEMIX with its requirements for all Terminated Compounds and intermediates for up to [***] months following such termination at a transfer price equal to [***] for the supply of such Terminated Compounds or intermediates, plus [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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percent ([***]%), (ii) within [***] days after ARCHEMIX’s request, MERCK shall provide to ARCHEMIX or its designee all information in its possession with respect to the manufacture of each such Terminated Compound or intermediate.

               11.3.2 Termination by MERCK Pursuant to Section 11.2.2. If this Agreement is terminated by MERCK pursuant to Section 11.2.2, the license granted by ARCHEMIX to MERCK pursuant to Section 8.1.1(c) shall survive solely as applied to Development Candidates being Developed by MERCK as of the effective date of termination, if any, and the license granted by ARCHEMIX to MERCK pursuant to Section 8.2 shall survive solely as applied to Products being Commercialized by MERCK as of the effective date of termination or Derived from Development Candidates being Developed by MERCK as of the effective date of termination, if any, in each case subject to MERCK’s continued payment of [***] milestone, royalty, and other payments under and in accordance with this Agreement with respect thereto; provided, that, (a) to the extent the breach that gave rise to MERCK’s right to terminate under Section 11.2.2 is with regard to ARCHEMIX’s obligations under Section 8.7.1 then, solely with respect to the Aptamer or Collaboration Aptamer and Products Developed therefrom, that is the subject of such breach, the license granted by ARCHEMIX to MERCK under this Section 11.3.2 with respect to such Product shall survive as a fully paid-up, royalty-free license; (b) to the extent that the breach that gave rise to MERCK’s right to terminate under Section 11.2.2 is with regard to ARCHEMIX’s diligence obligations solely with respect to ARCHEMIX’s Co-Development Activities, the applicable Co-Developed Development Candidate or Product shall be deemed a Royalty-Bearing Product; and (c) to the extent the breach that gave rise to MERCK’s right to terminate under Section 11.2.2 is with respect to any other obligation of ARCHEMIX under this Agreement, all milestone, Net Income Payments (in the case of a Co-Developed Product) royalty and other payments applicable to such Products under this Agreement shall be [***] by [***] percent ([***]%).

               11.3.3 Termination by MERCK Pursuant to Section 11.2.3. If this Agreement is terminated by MERCK pursuant to Section 11.2.3, unless prohibited by Applicable Laws:

                    (a) the license set forth in Section 8.1.1(b) shall survive solely as applied to Development Candidates being Developed by MERCK as of the effective date of termination, if any, and the license set forth in Section 8.2 shall survive solely as applied to Products being Commercialized by MERCK as of the effective date of termination or Derived from Development Candidates being Developed by MERCK as of the effective date of termination, if any, subject to MERCK’s continued payment of [***] milestone, royalty, and other payments under and in accordance with this Agreement with respect thereto; and

                    (b) each Party shall promptly return all Confidential Information and Proprietary Materials of the other Party that are not subject to a continuing license hereunder; provided, that, each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

               11.3.4 Termination by ARCHEMIX Pursuant to Section 11.2.2.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                    (a) Diligence Obligations. If MERCK’s rights to a Target and all Development Candidates, Products and any other Collaboration Aptamers directed against such Target are terminated by ARCHEMIX pursuant to Section 11.2.2 for breach by MERCK of its diligence obligations under Section 4.6, the provisions of Section 11.3.1 shall apply but only to the Target and Collaboration Aptamers for which MERCK’s rights were terminated. If MERCK’s rights to one or more but not all Development Candidates, Products and any other Collaboration Aptamers directed against a Program Target are terminated by ARCHEMIX pursuant to Section 11.2.2 for breach by MERCK of its diligence obligations under Section 4.6, (i) the provisions of Section 11.3.1 shall apply but only to the Collaboration Aptamers and/or Product for which MERCK’s rights were terminated and (ii) the exclusive license(s) granted to MERCK for each such terminated Collaboration Aptamer and/or terminated Product and the Program Target to which they bind shall convert to a non-exclusive license(s) and the provisions of Section 8.7.1 shall not apply to such Program Target, terminated Collaboration Aptamers and/or terminated Products.

                    (b) Other Obligations. If this Agreement is terminated by ARCHEMIX pursuant to Section 11.2.2 for breach by MERCK of its obligations under this Agreement other than its diligence obligations under Section 4.6:

                         (i) the provisions of Section 11.3.1 shall apply; and

                         (ii) if such termination is effective prior to the end of the Research Program Term, (x) MERCK shall, for a period of [***] days from the effective date of termination, pay ARCHEMIX the Minimum FTE Funding Commitment and (y) the Research Program shall terminate without any further obligation of ARCHEMIX.

               11.3.5 Termination by ARCHEMIX Pursuant to Section 11.2.3. If this Agreement is terminated by ARCHEMIX pursuant to Section 11.2.3, unless prohibited by Applicable Laws, the provisions of Section 11.3.1 shall apply, except that MERCK shall have no obligation to continue to conduct any clinical trial.

     11.4 Surviving Provisions. Termination or expiration of this Agreement for any reason shall be without prejudice to:

                    (a) the rights and obligations of the Parties provided in Section 3.6.1 (Record Keeping), Section 4.10.6(b) (Records and Audit Rights in the event of Co-Development), Section 6.4.2 (R&D Funding Audit Rights), Section 6.6.2 (Records; Audit Rights), Section 6.7.2 (Net Income Audit Rights), Section 11.3 (Consequences of Termination of Agreement), Section 11.4 (Surviving Provisions), Section 14.1 (Arbitration), Section 14.4 (Governing Law), Section 14.9 (No Third Party Beneficiaries), Section 14.15 (Further Assurances), Article 7 (Confidentiality), Article 9 (Intellectual Property Rights), Sections 10.1.3(b) and 10.2.1(b)(iii) (Joint Patent Rights), Article 13 (Indemnification) and all other Sections or Articles referenced in any such Section or Article including Article 1, all of which shall survive such termination;

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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                    (b) unless otherwise provided for in this Agreement, ARCHEMIX’s rights to receive royalties and milestone payments for the duration of all applicable Royalty Terms, if any; and

                    (c) any other rights or remedies provided at law or equity which either Party may otherwise have.

12. REPRESENTATIONS AND WARRANTIES AND COVENANTS

     12.1 Mutual Representations and Warranties. ARCHEMIX and MERCK each represents and warrants to the other, as of the Effective Date, as follows:

               12.1.1 Organization. It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement.

               12.1.2 Authorization. The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and will not violate (a) such Party’s certificate of incorporation or bylaws, (b) any agreement, instrument or contractual obligation to which such Party is bound in any material respect, (c) any requirement of any Applicable Laws, or (d) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party.

               12.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions.

               12.1.4 No Inconsistent Obligation. It is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder.

     12.2 ARCHEMIX’ Representations and Warranties. ARCHEMIX represents and warrants to MERCK as follows:

               12.2.1 All Licensed Technology existing as of the Effective Date is Controlled by ARCHEMIX.

               12.2.2 All Licensed Patent Rights listed on Schedule 3 are Controlled by ARCHEMIX.

               12.2.3 To the Knowledge of ARCHEMIX, as of the Effective Date, except as previously disclosed to MERCK, no Third Party has initiated, or threatened in writing to initiate, any litigation against ARCHEMIX or its Affiliates, including, without limitation, by initiating any declaratory judgment lawsuit, or by sending a cease-and-desist letter, alleging that the Licensed Patent Rights are invalid or unenforceable or that the use of the Licensed Patent Rights

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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or Licensed Technology as contemplated by this Agreement infringes the Patent Rights of such Third Party.

               12.2.4 To the Knowledge of ARCHEMIX, as of the Effective Date, except as previously disclosed to MERCK, neither ARCHEMIX nor its Affiliates has received written notice from Gilead or URC or any other Third Party alleging that (a) either the ARCHEMIX-Gilead License Agreement or the URC License Agreement is not in full force and effect, (b) either the ARCHEMIX-Gilead License Agreement or the URC License Agreement is subject to any dispute, either in court or otherwise, and (c) ARCHEMIX or its Affiliates is in breach of the ARCHEMIX-Gilead License Agreement or the URC License Agreement, respectively.

     12.3 Acknowledgment and Covenant of MERCK. MERCK acknowledges that the licenses granted to MERCK hereunder are subject to certain limitations and restrictions set forth in the ARCHEMIX-Gilead License Agreement and the URC License Agreement and agrees that MERCK shall comply with the terms of the ARCHEMIX-Gilead License Agreement and the URC License Agreement that ARCHEMIX is subject to thereunder. MERCK hereby acknowledges and agrees and covenants that (a) it may and will not use the SELEX Process or the SELEX Technology as described in the SELEX Portfolio (i) to research, make, use, sell, offer for sale, import or export any aptamers for In Vitro Diagnostics, In Vivo Diagnostic Agents, or Radio Therapeutics or (ii) develop, modify, manufacture, have manufactured, export, import, use, sell or offer to sell (A) any aptamer other than a Collaboration Aptamer, or (B) any Excluded Aptamer and/or any product containing an Excluded Aptamer; (b) under the ARCHEMIX-Gilead License Agreement and under the URC License Agreement, ARCHEMIX’ rights in the SELEX Process or the SELEX Technology as described in the SELEX Portfolio may revert to Gilead if ARCHEMIX, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of products and services utilizing the SELEX Process or the SELEX Technology; (c) in the event of any termination of the URC License Agreement, the licenses granted to MERCK hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, MERCK is not then in breach of this Agreement and MERCK agrees to be bound to UTC as the licensor under the terms and conditions of the URC License Agreement as described in the SELEX Portfolio; and (d) in the event of any termination of the ARCHEMIX-Gilead License Agreement, the licenses granted to MERCK hereunder shall remain in full force and effect in accordance with Section 2.3 of the ARCHEMIX-Gilead License Agreement; provided, that, MERCK agrees to be bound to Gilead as the licensor under the terms and conditions of the ARCHEMIX-Gilead License Agreement; and, provided, that, if the termination of the ARCHEMIX-Gilead License Agreement arises out of the action or inaction of MERCK, Gilead, at its option, may terminate such license.

     12.4 Covenant of ARCHEMIX. ARCHEMIX hereby covenants that to the extent it enters into an agreement with a Third Party that grants a license to such Third Party to research, develop, and/or commercialize aptamers that bind to a Program Target in accordance with Section 8.7.1 it will include in any such license a covenant which prohibits such Third Party and any sublicensee of such Third Party from asserting any patent rights relating to the Program Targets arising under any such license (or any sublicense granted thereunder) against ARCHEMIX or any licensee or sublicensee of ARCHEMIX (including, for clarity, MERCK and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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its Affiliates) to which ARCHEMIX has granted a license or sublicense to aptamers that bind to a Program Target for the treatment, prevention, cure or delay of progression of an indication, disease or disorder for ARCHEMIX’s or its licensee’s or sublicensee’s research, development or commercialization of aptamers that bind to a Program Targets for the treatment, prevention, cure or delay of progression of an indication, disease or disorder.

13. INDEMNIFICATION

     13.1 Indemnification of MERCK by ARCHEMIX. ARCHEMIX shall indemnify, defend and hold harmless MERCK, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “MERCK Indemnitees”), against all liabilities, damages, losses and expenses (including, without limitation, reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon the MERCK Indemnitees, or any one of them, as a direct result of claims, suits, actions, demands or judgments of Third Parties, including without limitation personal injury and product liability claims (collectively, “Claims”), arising out of (i) ARCHEMIX’s research and development activities under this Agreement, (ii) the Development or Commercialization of any Co-Developed Product by ARCHEMIX and (iii) the development, manufacture, use or sale of any Failed Compound, Waived Compound or Terminated Compound by ARCHEMIX or any of its Affiliates, sublicensees, distributors or agents, except with respect to any Claim or Losses that result from a breach of this Agreement by, or the gross negligence or willful misconduct of, MERCK; provided, that, with respect to any Claim for which ARCHEMIX has an obligation to any MERCK Indemnitee pursuant to this Section 13.1 and MERCK has an obligation to any ARCHEMIX Indemnitee pursuant to Section 13.2, each Party shall indemnify each of the other Party’s Indemnitees for its Losses to the extent of its responsibility, relative to the other Party, for the facts underlying the Claim.

     13.2 Indemnification of ARCHEMIX by MERCK. MERCK shall indemnify, defend and hold harmless ARCHEMIX, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (the “ARCHEMIX Indemnitees”), against any Losses incurred by or imposed upon the ARCHEMIX Indemnitees, or any one of them, as a direct result of Claims arising out of (i) the Development of any Development Candidate or the Commercialization (including, without limitation, the production, manufacture, promotion, import, sale or use by any Person) of any Product by MERCK or any of its Affiliates, Sublicensees, distributors or agents and (ii) the Development or Commercialization of any Co-Developed Product by MERCK or any of its Affiliates, Sublicensees, distributors or agents, except with respect to any Claim that results from a breach of this Agreement by, or the gross negligence or willful misconduct of, ARCHEMIX; provided, that, with respect to any Claim for which ARCHEMIX has an obligation to any MERCK Indemnitee pursuant to Section 13.1 and MERCK has an obligation to any ARCHEMIX Indemnitee pursuant to this Section 13.2, each Party shall indemnify each of the other Party’s Indemnitees for its Losses to the extent of its responsibility, relative to the other Party, for the facts underlying the Claim.

     13.3 Indemnification of Gilead and UTC by MERCK. If, and solely to the extent, legally required by the ARCHEMIX-Gilead License Agreement, MERCK shall indemnify, defend and hold harmless Gilead, its Affiliates and UTC and any of their respective directors,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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officers, employees and agents (each, a “Gilead Indemnitee”), from and against any Losses that are incurred by a Gilead Indemnitee as a result of any Claims, to the extent such Claims arise out of the possession, research, development, manufacture, use, offer for sale, sale or other commercialization, distribution, administration, storage or transport, by MERCK or its Affiliates or Sublicensees of (a) any Aptamers or Licensed Products, or (b) any other products, services and activities developed by MERCK relating to the Covered Intellectual Property, including any Licensed Products, Aptamers or Documentation (as such terms are defined in the ARCHEMIX-Gilead License Agreement), except with respect to any Claim or Losses that result from the activities of ARCHEMIX under the ARCHEMIX-Gilead License Agreement.

     13.4 Conditions to Indemnification. A Person seeking recovery under this Article 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 13, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim; provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

     13.5 Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY AND NONINFRINGEMENT.

     13.6 No Warranty of Success. Nothing contained in this Agreement shall be construed as a warranty on the part of either Party that (a) the Research Program will yield any Lead Compound, Optimized Lead Compound or Development Candidate or otherwise be successful, (b) any Development Program will yield a Product or otherwise be successful or (c) the outcome of the Research Program or any Development Program will be commercially exploitable in any respect.

     13.7 Limited Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR (I) ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST REVENUES, OR (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, WHETHER UNDER ANY

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY.

14. MISCELLANEOUS

14.1 Arbitration.

               14.1.1 Full Arbitration. Any dispute, controversy or claim arising between the Parties with respect to this Agreement, including any dispute, controversy or claim relating to any Excepted Decision (each, a “Dispute”), shall be resolved by binding arbitration before a panel of three (3) arbitrators in accordance with the rules of the ICC in effect at the time the proceeding is initiated; provided, that, any Dispute as to an Excepted Decision shall be resolved pursuant to Section 14.1.2. In any such arbitration, the following procedures shall apply:

                    (a) The panel will be comprised of one arbitrator chosen by MERCK, one by ARCHEMIX and the third by the two so chosen. If either, or both, of MERCK or ARCHEMIX fails to choose an arbitrator or arbitrators within thirty (30) days after receiving notice of commencement of arbitration or if the two arbitrators fail to choose a third arbitrator within thirty (30) days after their appointment, then either or both Parties shall immediately request that the ICC select the remaining number of arbitrators to be selected, which arbitrator(s) shall have the requisite scientific background, experience and expertise. The place of arbitration shall be New York, New York.

                    (b) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration decision is rendered or the Dispute is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Dispute pursuant to this Section 14.1.1. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees in connection with any such arbitration; provided, that, the non-prevailing Party shall pay the costs and expenses incurred by the prevailing Party in connection with any such arbitration, including reasonable attorneys’ fees and costs. The Parties acknowledge that while Section 14.4 shall apply to any such Dispute, it is the intention of the Parties not to use the discovery rules of the State of New York in connection with any such Dispute.

                    (c) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither Party nor any arbitrator may disclose the existence or results of any arbitration without the prior written consent of both Parties. In no event shall any arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Dispute would be barred by the applicable New York statute of limitations.

                    (d) In the event of a Dispute involving the alleged breach of this Agreement (including, without limitation, whether a Party has satisfied its diligence obligations hereunder), (i) neither Party may terminate this Agreement under Section 11.2.2 until resolution

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

103

of the Dispute pursuant to this Section 14.1.1 and (ii) if the arbitrators render a decision that a breach of this Agreement has occurred, the arbitrators shall have no authority to modify the right of the non-breaching Party to terminate this Agreement in accordance with Section 11.2.2.

                    (e) Any disputed performance or suspended performance pending the resolution of a Dispute that the arbitrators determine to be required to be performed by a Party shall be completed within a reasonable time period following the final decision of the arbitrators.

                    (f) The decision of the arbitrators shall be the sole, exclusive and binding remedy between the Parties regarding the determination of all Disputes presented. Any monetary payment to be made by a Party pursuant to a decision of the arbitrators shall be made in United States dollars, free of any tax or other deduction.

               14.1.2 Accelerated Arbitration. To the extent a Dispute submitted to arbitration by a Party under Section 14.1.1 is claimed, by either Party, to involve an Excepted Decision, the following procedures shall apply:

                    (a) The Parties shall mutually select a single independent, conflict-free arbitrator (the “Expert”), who shall have sufficient scientific background and experience to resolve the Dispute. If the Parties are unable to reach agreement on the selection of an Expert within fifteen (15) business days after submission to arbitration, then either or both Parties shall immediately request that the ICC select an arbitrator with the requisite scientific background, experience and expertise. The place of arbitration shall be New York, New York.

                    (b) Each Party shall prepare and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Expert within thirty (30) days of the selection of the Expert. Upon receipt of such summaries from each Party, the Expert shall provide copies of the same to the other Party. Within thirty (30) days of the delivery of such summaries by the Expert, each Party shall submit a written rebuttal of the other Party’s summary and may also amend and re-submit its original summary. Oral presentations shall not be permitted unless otherwise requested by the Expert. The Expert shall make a final decision with respect to the Dispute within thirty (30) days following receipt of the last of such rebuttal statements submitted by the Parties. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Party that does not prevail in the arbitration proceeding shall pay the Expert’s fees and any administrative fees of arbitration.

     14.2 Change of Control.

               14.2.1 ARCHEMIX Change of Control.

                    (a) Notice. ARCHEMIX shall notify MERCK in writing in the event it receives an indication of interest from a Third Party (or any other form of binding or non-binding offer) that might result in a Change of Control for ARCHEMIX unless ARCHEMIX in good faith and acting reasonably determines that any such notice would violate the terms of a confidentiality undertaking with such Third Party. Notwithstanding the foregoing, in the event ARCHEMIX enters into an agreement that results or, if the transaction contemplated thereby is

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

104

completed, would result in a Change of Control, ARCHEMIX shall provide MERCK with prompt written notice describing such Change of Control in reasonable detail (the “ARCHEMIX Change of Control Notice”). The ARCHEMIX Change of Control Notice shall be provided by ARCHEMIX prior to execution of such agreement, if permitted under Applicable Laws and not prohibited by the terms of any agreement between ARCHEMIX and any Third Party, and otherwise as soon as practicable thereafter and, in any event, not later than promptly following the consummation of the transaction contemplated by such agreement.

                    (b) Change of Control Involving Competitive Entity. If the Change of Control that is described in the ARCHEMIX Change of Control Notice results or, if completed, would result in a Competitive Entity becoming an Affiliate of ARCHEMIX, then, within [***] days after such ARCHEMIX Change of Control Notice is provided by ARCHEMIX, MERCK shall have the right to provide written notice to ARCHEMIX, in its sole discretion, (i) if the ARCHEMIX Change of Control Notice is provided prior to expiration of the Research Program Term, [***] the Research Program; (ii) if the ARCHEMIX Change of Control Notice is received at any time during the Term, (A) [***] ARCHEMIX’s [***] in any [***] pursuant to Article 4 (including ARCHEMIX’s right to [***] in the [***] and [***]); (B) to the extent not exercised as of the date of the ARCHEMIX Change of Control Notice is given, [***] ARCHEMIX’s right to [***] any [***] and [***] pursuant to Sections 4.10.2; (C) [***] ARCHEMIX’s [***] activities pursuant to this Agreement, provided, that, MERCK shall [***] to ARCHEMIX as if the Co-Promoted Product was a Royalty Bearing Product; (D) [***] ARCHEMIX’s Co-Promotion activities, provided, that MERCK shall [***] to ARCHEMIX as if the Co-Promoted Product was a Royalty Bearing Product; and (E) to the extent MERCK is prosecuting Program Aptamer-Specific Patent Rights in accordance with Section 11.1.1(a), [***] MERCK’s obligation to [***] pursuant to Section 11.1.4 with respect to such Program Aptamer-Specific Patent Rights. In all other aspects, this Agreement shall remain unchanged. If MERCK should fail to give such notice to ARCHEMIX within such [***] day period, MERCK shall have no further rights under this Section 14.2.1 as a result of the Change of Control described in the ARCHEMIX Change of Control Notice.

                    (c) Change of Control Involving Competitive Program. If the Change of Control that is described in the ARCHEMIX Change of Control Notice involves a Third Party that has a Competitive Program, then, notwithstanding any provision hereof, the existence and continuation of such Competitive Program in any respect following the Change of Control shall not be deemed to be a breach of this Agreement.

               14.2.2 MERCK Change of Control.

                    (a) Notice. If MERCK enters into an agreement that results or, if the transaction contemplated thereby is completed, would result in a Change of Control, MERCK shall provide ARCHEMIX with prompt written notice describing such Change of Control in reasonable detail (the “MERCK Change of Control Notice”). The MERCK Change of Control Notice shall be provided by MERCK prior to execution of such agreement, if permitted under Applicable Laws and not prohibited by the terms of any agreement between MERCK and any Third Party, and otherwise as soon as practicable thereafter and, in any event, not later than promptly following the consummation of the transaction contemplated by such agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

105

                    (b) Change of Control Involving Competitive Program. If the Change of Control that is described in the MERCK Change of Control Notice involves a Third Party that has a Competitive Program, then, notwithstanding any provision hereof, the existence and continuation of such Competitive Program in any respect following such Change of Control shall not be deemed to be a breach of this Agreement; provided, that, each chemical compound or product that is part of the Competitive Program shall be deemed to be an Optimized Lead Compound, Development Candidate or Product in the event such chemical compound or product meets standards or criteria hereunder for Optimized Lead Compounds, Development Candidates or Products, and shall be subject to royalty payments as set forth in this Agreement (but not milestone payments) applicable to Optimized Lead Compounds, Development Candidates and Products.

     14.3 Notices. All notices and communications shall be in writing and delivered personally or by courier or mailed via certified mail, return receipt requested, addressed as follows, or to such other address as may be designated from time to time:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

106

If to MERCK:	If to ARCHEMIX:
Merck KGaA	Archemix Corp.
Legal Department	300 Third Street
Frankfurter Str. 250	Cambridge, MA 02142
64293 Darmstadt	Tel: (617) 621-7700
Germany	Fax: (617) 621-9300
Tel: +49 6151 72 0	Attention: Chief Executive Officer
Fax: +49 6151 72 [***]	Attention: General Counsel
	With a copy to:
	Mintz, Levin, Cohn, Ferris, Glovsky
	and Popeo, P.C.
	One Financial Center
	Boston, Massachusetts 02111
	Attention: John J. Cheney, Esq.
	Tel: (617) 542-6000
	Fax: (617) 542-2241

     In addition, all notices to the JPT or JSC shall be sent to each Party’s designees at such Party’s address stated above or to such other address as such Party may designate by written notice given in accordance with this Section 14.3.

     Except as otherwise expressly provided in this Agreement or mutually agreed in writing, any notice, communication or document (excluding payment) required to be given or made shall be deemed given or made and effective upon actual receipt or, if earlier, (a) three (3) business days after deposit with an internationally-recognized overnight express courier with charges prepaid, or (b) five (5) business days after mailed by certified, registered or regular mail, postage prepaid, in each case addressed to a Parties at its address stated above or to such other address as such Party may designate by written notice given in accordance with this Section 14.3.

     14.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the application of principles of conflicts of law.

     14.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.

     14.6 Headings. Section and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.

     14.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and both of which, together, shall constitute a single agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

107

     14.8 Amendment; Waiver. This Agreement may be amended, modified, superseded or canceled, and any of the terms of this Agreement may be waived, only by a written instrument executed by each Party or, in the case of waiver, by the Party or Parties waiving compliance. The delay or failure of either Party at any time or times to require performance of any provisions shall in no manner affect the rights at a later time to enforce the same. No waiver by either Party of any condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement.

     14.9 No Third Party Beneficiaries. Except as set forth in Sections 13.1, 13.2 and 13.3, no Third Party (including, without limitation, employees of either Party) shall have or acquire any rights by reason of this Agreement.

     14.10 Purposes and Scope. The Parties hereto understand and agree that this Collaboration is limited to the activities, rights and obligations as set forth in this Agreement. Nothing in this Agreement shall be construed (a) to create or imply a general partnership between the Parties, (b) to make either Party the agent of the other for any purpose, (c) to alter, amend, supersede or vitiate any other arrangements between the Parties with respect to any subject matters not covered hereunder, (d) to give either Party the right to bind the other, (e) to create any duties or obligations between the Parties except as expressly set forth herein, or (f) to grant any direct or implied licenses or any other right other than as expressly set forth herein.

     14.11 Assignment and Successors. Neither this Agreement nor any obligation of a Party hereunder may be assigned by either Party without the consent of the other which shall not be unreasonably withheld, except that each Party may assign this Agreement and the rights, obligations and interests of such Party, in whole or in part, to any of its Affiliates, to any purchaser of all or substantially all of its assets or all or substantially all of its assets to which this Agreement relates or to any successor corporation resulting from any merger, consolidation, share exchange or other similar transaction.

     14.12 Force Majeure. Neither MERCK nor ARCHEMIX shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to a Force Majeure. In event of such Force Majeure, the Party affected shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

     14.13 Interpretation. The Parties hereto acknowledge and agree that: (a) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement; and (c) the terms and provisions of this Agreement shall be construed fairly as to each Party and not in a favor of or against either Party, regardless of which Party was generally responsible for the preparation of this Agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

108

     14.14 Integration; Severability. This Agreement is the entire agreement with respect to the subject matter hereof and supersedes all other agreements and understandings between the Parties with respect to such subject matter. Notwithstanding the foregoing, this Agreement shall not supersede the Initial Collaboration Agreement between ARCHEMIX and MERCK, which shall continue to be in full force and effect in accordance with its terms and conditions. If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, it is the intention of the Parties that the remainder of the Agreement shall not be affected.

     14.15 Further Assurances. Each of ARCHEMIX and MERCK agrees to duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including, without limitation, the filing of such additional assignments, agreements, documents and instruments, as the other Party may at any time and from time to time reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes of, or to better assure and confer unto such other Party its rights and remedies under, this Agreement.

[Remainder of page intentionally left blank.]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

109

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

ARCHEMIX CORP.
By:
Name:
Title:
MERCK KGaA
ppa.      i.V.
By:
Name:	Dr. B. Kirschbaum      J. Eckhardt
Title:	Senior Executive         Legal Counsel Vice President

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

110

EXHIBIT A

SELEX TECHNOLOGY TRANSFER PLAN

Plan Components

Location	Archemix, Cambridge MA
Staffing	•	Merck: [***], [***] (or [***])
Requirements	•	Archemix: [***] , [***]
Duration	•	[***] at Archemix
		o	May be acceptable for [***] to spend [***], [***] to stay [***]
	•	Archemix may provide subsequent consultation on an as needed basis via phone, e-mail, e-room, or in person.
Components of classroom training	•	Archemix scientists to provide [***] covering:
		o	[***]: what is it?
		o	[***]
		o	[***]
		o	[***]
			§	What [***] of [***] are used
			§	What [***] choice
		o	[***] for [***]
			§	[***] for [***]
			§	[***] for [***]
		o	[***] for [***] the [***] of a [***]
		o	[***]
		o	[***]
		o	Concepts to [***] when [***]
Components of laboratory training	•	[***]
	•	[***]
	•	[***] and [***] for [***]
	•	[***]
Materials to be provided to Merck	•	[***] materials from [***]
KGaA	•	[***] for all [***] of [***] from [***] [***] through [***]
	•	[***] and [***] for [***]
Required equipment	•	[***]
(Merck site)	•	[***]
	•	[***]
	•	[***] with [***] for [***], [***]
	•	[***] and [***]
	•	[***]
	•	[***] with [***]
	•	Other standard laboratory equipment (e.g., [***], [***], etc.)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

EXHIBIT B

FORM OF COMMON STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT

by and between

ARCHEMIX CORP.

and

MERCK KGaA

Dated as of [___]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Table Of Contents

	Page
SECTION 1 DEFINITIONS		1
SECTION 2 AUTHORIZATION, PURCHASE AND SALE OF THE SHARES		3
2.1 Purchase and Sale of the Shares		3
2.2 Closing		3
SECTION 3 REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS OF THE COMPANY		4
3.1 Organization, Qualifications and Corporate Power		4
3.2 Authorization of Agreements, Etc		4
3.3 Validity		5
3.4 Consents		5
3.5 Subsidiaries		5
3.6 Capitalization		5
3.7 Litigation		5
3.8 Financial Statements		5
3.9 Taxes		5
3.10 Intellectual Property		6
3.11 Brokers		6
3.12 Insurance		6
SECTION 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER		6
4.1 Experience		6
4.2 Investment		6
4.3 Rule 144		6
4.4 Access to Data		7
4.5 Brokers		7
4.6 Authorization		7
SECTION 5		7
5.1 “Piggyback” Registration		7
5.2 Furnish Information		8
5.3 Sale or Transfer of Shares; Legend		8
5.4 Indemnification		10
5.5 Assignment of Registration Rights		12
5.6 “Market Stand-Off” Agreement		12
5.7 Termination of Registration Rights		13
SECTION 6 PURCHASER’S CONDITIONS TO CLOSING		13
6.1 Representations and Warranties		13
6.2 Performance		13
6.3 Legal Investment		13
6.4 Proceedings and Documents		13
6.5 Qualifications		13
SECTION 7 COMPANY’S CONDITIONS TO CLOSING		14
7.1 Representations and Warranties		14
7.2 Performance		14
7.3 Legal Investment		14

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

(i)

	Page
7.4 Payment of Purchase Price		14
SECTION 8 MISCELLANEOUS		14
8.1 Governing Law		14
8.2 Survival		14
8.3 Successors and Assigns		14
8.4 Entire Agreement; Amendment and Waiver		14
8.5 Notices		15
8.6 Transferability of Shares		15
8.7 Delays or Omissions		16
8.8 Severability		16
8.9 Interpretation		16
8.10 Information Confidential		16
8.11 Further Assurances		16
8.12 Headings		17
8.13 Counterparts		17

Schedules

Disclosure Schedule

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

(ii)

ARCHEMIX CORP.

COMMON STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT

     THIS COMMON STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT dated as of [___] (the “Agreement”) is made by and between Archemix Corp., a Delaware corporation (the “Company”), and Merck KGaA, a company organized under the laws of Germany (the “Purchaser”).

     WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase, shares of the Company’s common stock, par value $.001 per share (“Common Stock”), as provided in Section 5.1 of that certain Collaborative Research and License Agreement between the Company and the Purchaser dated June 6, 2007.

     NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Definitions

     1.1 For purposes of this Agreement, the following terms shall have the meanings set forth below:

          14.15.1 “Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules, regulations and policies of the Commission thereunder, all as the same shall be in effect at the time.

          14.15.2 “1934 Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules, regulations and policies of the Commission thereunder, all as the same shall be in effect at the time.

          14.15.3 “Affiliate” shall mean an individual, trust, business trust, joint venture, partnership, corporation, limited liability company, association or any other entity which (directly or indirectly) is controlled by, controls or is under common control with the Purchaser. For the purposes of this definition, the term “control” (including, with correlative meanings, the term “controlled by” and “under common control with”) as used with respect to the Purchaser, means the possession of the power to direct or cause the direction of the management and policies of an entity, through the ownership of the outstanding voting securities or by contract or otherwise.

          14.15.4 “By-laws” shall mean the Amended and Restated By-Laws of the Company, as amended from time to time.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-1

          14.15.5 “Certificate of Incorporation” shall mean the Company’s Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, as amended from time to time.

          14.15.6 “Closing” and “Closing Date” shall have the meanings specified in Section 2.2 hereof.

          14.15.7 “Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Act.

          14.15.8 “Common Stock” shall have the meaning specified in the recitals.

          14.15.9 “Competitor of the Company” shall mean a person or entity that poses a competitive threat to the Company’s business or is engaged in the same or a substantially similar business as the Company, as determined by the Company’s board of directors.

          14.15.10 “Holder” means the Purchaser (so long as the Purchaser holds Registerable Securities) and any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 5.5 hereof.

          14.15.11 “Purchase Price” shall have the meaning specified in Section 2.1 hereof.

          14.15.12 “Prospectus” shall mean the prospectus contained in the Registration Statement.

          14.15.13 “Qualified Public Offering” means the Company’s firm commitment underwritten initial public offering filed under the Act covering the offer and sale of the Company’s Common Stock, with gross offering proceeds to the Company of not less than $30,000,000 exclusive of any amount issued to the Purchaser pursuant to the this Agreement.

          14.15.14 “Registrable Securities” means (i) any shares of Common Stock issued to the Purchaser pursuant to this Agreement, (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in (i) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which the rights under this Agreement are not assigned; provided, however, that shares of Common Stock which are Registrable Securities shall cease to be Registrable Securities upon any sale pursuant to a registration statement, Section 4(1) of the Act or Rule 144 under the Act, any sale in any manner to a person or entity which, by virtue of Section

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-2

5.5 of this Agreement, is not entitled to the rights provided by this Agreement or upon the eligibility for sale of such shares under Rule 144(k) under the Act.

          14.15.15 “Registration Statement” shall mean the Registration Statement on Form S-1 (File No. 333-[___]) filed with the Commission relating to the Company’s initial public offering of its Common Stock.

          14.15.16 “Shares” shall have the meaning specified in Section 2.1 hereof.

     1.2 Certain other words and phrases are defined or described elsewhere in this Agreement and the Exhibits and Schedules hereto.

     1.3 Wherever used in this Agreement:

          the words “include” or “including” shall be construed as also incorporating “but not limited to” and “without limitation”;

          14.15.17 the word “day” means a calendar day unless specified otherwise; and

          14.15.18 the word “law” (or “laws”) means any statute, ordinance, regulation or code.

     1.4 Unless specified to the contrary, references to Articles, Sections, Schedules and/or Exhibits mean the particular Article, Section, Schedule or Exhibit in or to this Agreement.

     1.5 References to this Agreement shall include this Agreement as varied or modified from time to time by the parties.

     1.6 Unless the context requires otherwise, words in the singular number include the plural and vice versa.

     1.7 All Schedules and Exhibits hereto are hereby incorporated herein and made a part hereof.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-3

Authorization, Purchase and Sale of the Shares

     14.16 Purchase and Sale of the Shares. At the Closing (as defined in Section 2.2 hereof), and subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company [___] shares of Common Stock (the “Shares”) at a purchase price of $[___] per share for a total purchase price of $[___] (the "Purchase Price”).

     14.17 Closing. The purchase and sale of the Shares being purchased by the Purchaser shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, at 10:00 a.m., local time, on [___], or at such other location, date and time as may be agreed upon among the Purchaser and the Company (such closing being called the “Closing” and such date and time being called the “Closing Date”). At the Closing, the Company shall issue and deliver to the Purchaser a certificate in definitive form, registered in the name of the Purchaser, representing the Shares being purchased by the Purchaser at the Closing. As payment in full for the Shares being purchased by it under this Agreement, and against delivery of the certificate therefor as aforesaid, on the Closing Date, the Purchaser (a) shall deliver to the Company a check payable to the order of the Company in the amount of the Purchase Price, (b) shall transfer such amount to the account of the Company by wire transfer, or (c) shall deliver a combination of (a) and (b) above.

Representations and Warranties and Certain Covenants of the Company

     Except as set forth in any disclosure schedules delivered herewith (which shall be numbered to correspond with the sections of this Section 3), the Company hereby represents and warrants to and covenants to the Purchaser as follows:

     14.18 Organization, Qualifications and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and the Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where failure to qualify would not have a material adverse effect on the business or financial condition of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted or as planned to be conducted in the foreseeable future, to execute, deliver and perform this Agreement and any other agreements, documents or instruments contemplated hereby to which it is a party, to issue, sell and deliver the Shares.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-4

14.19 Authorization of Agreements, Etc.

          14.19.1 The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and thereunder, and the issuance, sale and delivery of the Shares have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government specifically naming the Company, the Certificate of Incorporation, or the By-laws or any material provision of any indenture, agreement or other instrument which is filed as an exhibit to the Registration Statement, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, which violation, conflict or default could have a material adverse effect on the Company, or result in the creation or imposition of any material lien, charge, restriction, claim or encumbrance upon any of the properties or assets of the Company.

          14.19.2 The Shares have been duly authorized and the Shares, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable and free of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. None of the issuance, sale or delivery of the Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person which has not been waived.

     14.20 Validity. This Agreement has been duly executed and delivered by the Company. This Agreement constitutes the legal, valid and binding obligations of the Company, enforceable in accordance with its respective terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors and to general principles of equity.

     14.21 Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with any federal or state governmental authority, any party to a contract to which the Company is bound or any other third party on the part of the Company required in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained prior to, and be effective as of, the Closing (other than such filings under the “blue sky” law of any state governmental authority and any federal securities law filings that may be made after the Closing, which such filings shall be timely made).

     14.22 Subsidiaries. The Company has no subsidiaries other than as listed in an Exhibit to the Registration Statement.

     14.23 Capitalization. The authorized and outstanding shares of capital stock and options, warrants and other rights to purchase capital stock of the Company is as set forth in the Prospectus.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-5

     14.24 Litigation. Except as set forth in the Prospectus and required to be disclosed therein, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against the Company (including without limitation any inquiry as to the qualification of the Company to hold or receive any license or permit), and to the best of the Company’s knowledge there is no basis for any of the foregoing.

     14.25 Financial Statements. The financial statements of the Company contained in the Prospectus (i) are true and correct in all material respects, (ii) are in accordance with the books and records of the Company, (iii) present fairly in all material respects the financial position of the Company on as of the dates thereof and (iv) were prepared in accordance with United States generally-accepted accounting principles (except, with respect to any interim financial statements, for all of the required footnotes and year end adjustments).

     14.26 Taxes. The Company has accurately prepared in all material respects and timely filed all federal, state, county and local tax returns required to be filed by it, and the Company has paid all taxes required to be paid by it pursuant to such returns as well as all other taxes, assessments and governmental charges which have become due or payable, including, without limitation all taxes which the Company is obligated to withhold from amounts owing to employees, creditors and third parties. All such taxes with respect to which the Company has become obligated pursuant to elections made by the Company in accordance with generally accepted practice have been paid and adequate reserves have been established for all taxes accrued but not payable.

     14.27 Intellectual Property. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, “Intellectual Property”) necessary to the conduct of its business as conducted consistent with the description of the Company’s business as set forth in the Prospectus. The Company has not been informed that the licenses granted by or to the Company and listed in Section 3.10 of Schedule II are not valid and enforceable. To the knowledge of the Company, all right, title and interest in any Intellectual Property which has been developed by key employees or founders of the Company in their capacity as either employees or consultants to the Company which is necessary for the conduct of the Company’s business as conducted has been unconditionally assigned to the Company.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-6

     14.28 Brokers. The Company has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement.

     14.29 Insurance. The Company will use its commercially reasonable efforts to maintain insurance with financially sound and reputable insurance companies or associations, in such amounts and covering such risks as are adequate and customary for the type and scope of its properties and business as currently conducted and as planned to be conducted in the foreseeable future.

Representations and Warranties of Purchaser

     The Purchaser represents and warrants to the Company as follows:

     14.30 Experience. The Purchaser: (a) is an accredited investor within the definition of Regulation D promulgated under the Act; (b) is experienced in evaluating and in investing in developing biotechnology companies such as the Company and can afford a loss of its entire investment; and/or (c) has a pre-existing personal or business relationship with the Company and/or certain of its officers, directors or controlling persons of a nature and duration that enable it to be aware of the character, business acumen and financial circumstance of such persons.

     14.31 Investment. The Purchaser is acquiring the Shares for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. It understands that the Shares have not been registered under the Act by reason of specified exemptions form the registration provisions of the Act.

     14.32 Rule 144. The Purchaser acknowledges that the Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. It has been advised or is aware of the provisions of Rule 144 promulgated under the Act, which permit limited release of shares purchased in a private placement subject to the satisfaction of certain conditions, and is aware that such Rule may not become available for resale of the Shares.

     14.33 Access to Data. The Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and has had the opportunity to review the Company’s facilities.

     14.34 Brokers. The Purchaser has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement.

     14.35 Authorization. The Purchaser has full power and authority to enter into and to perform this Agreement in accordance with its terms. All action (corporate or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-7

otherwise) on the part of the Purchaser necessary for the authorization, execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated herein has been taken. This Agreement is valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors and to general principles of equity.

Registration Rights

     14.36 “Piggyback” Registration.

          14.36.1 Registration Statement. Following the consummation of a Qualified Public Offering, if (but without any obligation to do so) the Company shall determine to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration or Form S-4 or S-8 or relating solely to the sale of securities to participants in a stock plan or a registration relating solely to a Rule 145 transaction or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within fifteen (15) days after receipt of such notice by the Holder in accordance with Section 8.5, the Company shall, subject to the provisions of this Section.5.1, use its reasonable best efforts to include in such registration all of the Registrable Securities that each such Holder has requested to be registered.

          14.36.2 Company Deferral. If the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Holder’s shares to be included in the registration statement to be filed and it is therefore essential to defer the inclusion of all or some of the Holders’ Registrable Securities in such registration statement, the Company shall have the right to exclude such number of shares as the Company deems, in its good faith judgment, are necessary.

          14.36.3 Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 5.1 to include any of the Holders’ Registrable Securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters and then only in such quantity as the underwriters determine in their sole reasonable discretion will not

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-8

jeopardize the successes of their offering by the Company or such other persons). If the total amount of securities, including Registrable Securities, requested by stockholders to be included in an offering exceeds the amount that the underwriters determine, in their sole reasonable discretion, is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering. If the number of Registrable Securities to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Securities have requested to be included, then the other holders of all other shares of capital stock with registration rights who have requested to be included in the registration statement shall participate in the underwriting prior to the Holders of Registrable Securities who have requested registration.

          14.36.4 Withdrawal. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5.1 for any reason without thereby incurring any liability to the holders of Registrable Securities.

     14.37 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 5 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities.

     14.38 Sale or Transfer of Shares; Legend.

          14.38.1 The Registrable Securities shall not be sold or transferred unless either (i) such             shares first shall have been registered under the Act, or (ii) the transfer complies with Rule 144, Rule 144A or an exemption from registration under the Act, provided that, if requested by the Company, the Company shall have been first furnished with an opinion of legal counsel, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

          14.38.2 Each certificate representing the Registrable Securities shall bear a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (a) SUCH SHARES FIRST SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-9

1933, AS AMENDED, OR (b) THE TRANSFER COMPLIES WITH RULE 144, RULE 144A OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, IF REQUESTED BY THE COMPANY, THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS IS THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A COMMON STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT, AS AMENDED FROM TIME TO TIME (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT. THE SALE, TRANSFER, HYPOTHECATION OR OTHER DISPOSITION OF SUCH SHARES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND SUCH SHARES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.”

The foregoing legend shall be removed from the certificates representing any Registrable Securities, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-10

     14.39 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 5:

          14.39.1 To the extent permitted by law, the Company will indemnify, defend and hold harmless each Holder, its officers, directors, employees, agents and representatives, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act (each, a “Company Indemnified Person”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) (the “Company Indemnified Amount”) arise out of or are based upon any of the following (collectively, a “Violation”): (i) any untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation by the Company of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act, the 1934 Act or any state securities or Blue Sky laws or any rule or regulation thereunder in connection with such registration; and the Company will pay to each such Company Indemnified Person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any Company Indemnified Amount; provided, however, that the indemnity agreement contained in this subsection 5.4(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such Company Indemnified Amount as to any Company Indemnified Person to the extent such liability arises out of or is based upon a Violation (i) which occurs in reliance upon and in conformity with written information relating to such Company Indemnified Person and furnished expressly for use in connection with such registration by such Company Indemnified Person or (ii) contained in a preliminary prospectus and corrected in a final or amended prospectus if such seller, underwriter or controlling person received notice of such final or amended prospectus prior to the effective date of the registration statement but failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the person asserting any such loss, claim, damage or liability resulting from a Violation contained in such preliminary prospectus, in any case where such delivery is required by the Act.

          14.39.2 To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-11

of the foregoing persons may become subject, under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) (the “Holder Indemnified Amount”) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information relating to such Holder and furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 5.4(b), in connection with investigating or defending any Holder Indemnified Amount; provided, however, that the indemnity agreement contained in this subsection 5.4(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, that, in no event shall any indemnity under this subsection 5.4(b) exceed the net proceeds from the offering received by such Holder.

          14.39.3 Promptly after receipt by an indemnified party under this Section 5.4 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.4, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.4, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.4.

          14.39.4 If the indemnification provided for in this Section 5.4 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation that resulted in such loss, liability, claim,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-12

damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; and provided, that, in no event shall any contribution under this subsection 5.4d) exceed the net proceeds from the offering received by such Holder.

          14.39.5 Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

          14.39.6 The obligations of the Company and Holders under this Section 5.4 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 5, and otherwise.

     14.40 Assignment of Registration Rights. Subject to Section 8.6, the rights to cause the Company to register Registrable Securities pursuant to this Section 5 may be assigned (but only with all related obligations) by a Holder to a Permitted Assignee (as defined below), provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act; and (d) such transferee or assignee is not a Competitor of the Company. For purposes of this Section 5.5 a “Permitted Assignee” shall mean an entity that acquires all or substantially all of the ownership interests of a Holder.

     14.41 “Market Stand-Off” Agreement. The Purchaser hereby agrees that, during the one hundred eighty (180) day period following the effective date of the registration statement for the Qualified Public Offering or such other period as requested of all Company executive officers required to file Forms 3 and 4 and directors of the Company by the underwriters in the Qualified Public Offering in order to comply with Rule 2711 of the National Association of Securities Dealers or otherwise, the Purchaser shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that all executive officers and directors of the Company enter into similar agreements. In

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-13

addition to the obligations under this Section, the Purchaser agrees to execute a separate agreement on form satisfactory to such underwriter containing such covenant and obligation.

     In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of the Purchaser (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

     Notwithstanding the foregoing, the obligations described in this Section 5.6 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to SEC Rule 145, or a transaction on Form S-4 or similar forms which may be promulgated in the future.

     14.42 Termination of Registration Rights.

          The right of any Holder to request registration or inclusion in any registration pursuant to Section 5 shall terminate once the securities held by such Holder cease to be Registrable Securities, and this Agreement, other than Sections 5.3, 5.6 and Sections 8.1-8.13, shall terminate once all of the securities covered hereby cease to be Registrable Securities.

Purchaser’s Conditions to Closing

     The Purchaser’s obligation to purchase Shares at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

     14.43 Representations and Warranties. The representations and warranties contained in Section 3 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date.

     14.44 Performance. The Company shall have performed and complied with all covenants, agreements and conditions contained herein required to be performed or complied with by it prior to or at the Closing Date.

     14.45 Legal Investment. At the time of the Closing, the purchase of the Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

     14.46 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-14

incident to such transactions shall be reasonably satisfactory in form and substance to the Purchaser and its counsel. Prior to the Closing, the Company shall have obtained all consents or waivers, if any, necessary to execute and deliver this Agreement, issue the Shares and to carry out the transactions contemplated hereby and thereby, and all such consents and waivers shall be in full force and effect.

     14.47 Qualifications. All other authorizations, approvals or permits if any, of any governmental authority or regulatory body of the United States or any state that are required prior to and in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be effective on and as of the Closing Date.

Company’s Conditions to Closing

     The Company’s obligation to sell the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:

     14.48 Representations and Warranties. The representations and warranties made by the Purchaser pursuant to Section 4 hereof shall be true and correct when made and shall be true and correct on the Closing Date.

     14.49 Performance. The Purchaser shall have performed and complied with all covenants, agreements and conditions contained herein required to be performed or complied with by it prior to or at the Closing Date.

     14.50 Legal Investment. At the time of the Closing, the purchase of the Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

     14.51 Payment of Purchase Price. The Purchaser shall have delivered to the Company a check or a transfer of funds to the account of the Company in the full amount of the Purchase Price.

Miscellaneous

     14.52 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware without giving effect to principles of conflicts of law thereunder.

     14.53 Survival. All covenants, agreements, representations and warranties made herein, or in any certificate or instrument delivered to the Purchaser pursuant to or in connection with this Agreement shall not survive the execution and delivery of this Agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-15

     14.54 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Subject to the terms of this Agreement, no party hereby may assign its rights or obligations hereunder (whether by operation of law or otherwise, including by merger, asset sale, sale of stock or otherwise) without the prior written consent of the other parties hereto.

     14.55 Entire Agreement; Amendment and Waiver. This Agreement (including the Schedules and Exhibits hereto) and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Neither this Agreement nor any term hereof may be amended, modified, waived or terminated, except by a written instrument signed by the Company and the Purchaser.

     14.56 Notices. Unless otherwise provided, all notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) made by telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid.

If to the Company:	Archemix Corp.
	300 Third Street
	Cambridge, MA
	Attn: Chief Executive Officer
	Attn: General Counsel
	Facsimile: (617) 686-7679
With a copy to:	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	One Financial Center
	Boston, MA 02111
	Attn: Jeffrey M. Wiesen, Esquire
	Facsimile: (617) 542-2241
If to the Purchaser:	Merck KGaA
	Legal Department
	Frankfurter Str. 250
	64293 Darmstadt
	Germany
	Facsimile: +49 6151 72 [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-16

or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others.

     All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

     14.57 Transferability of Shares. The Purchaser or any transferee or assignee of Registrable Securities hereby agrees not to sell, transfer, assign, exchange, pledge, hypothecate or otherwise dispose of the Registerable Securities, or any right or interest therein, whether voluntary, by operation of law or otherwise, (including by merger, asset sale, sale of stock or otherwise), except to a Permitted Assignee in accordance with Section 5.5 or with the express written consent of the Company.

     14.58 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any holder of any shares upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or in any similar breach or default occurring thereafter; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any holder or any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

     14.59 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

     14.60 Interpretation. The parties hereby acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-17

ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in a favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

     14.61 Information Confidential. The Purchaser agrees that it shall keep confidential and shall not use any confidential, proprietary or secret information received by it with respect to the Company which has been marked or otherwise designated as confidential, including, without limitation, information regarding the nature of the Company’s business, financial, business development, product and marketing strategies, financial statements and reports, or reproduce, disclose or disseminate such information to any other person (other than to its employees, agents, attorneys having a need to know the contents of such information or an Affiliate that is not a Competitor of the Company), except in connection with this Agreement, unless (a) the Company has made such information available to the public generally; (b) such Purchaser is required to disclose such information by a governmental body; or (c) the Purchaser received such information in a lawful disclosure from a third party after the date of this Agreement.

     14.62 Further Assurances. From and after the date of this Agreement, the Company and the Purchaser shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

     14.63 Headings. The headings and subheadings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

     14.64 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. One or more counterparts of this Agreement may be delivered via telecopier with the intention that they shall each have the same effect as an original counterpart hereof.

[Remainder of Page Intentionally Left Blank]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-18

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

COMPANY:

ARCHEMIX CORP.

By:

Name:

Title:

PURCHASER:

Merck KGaA

ppa. i.V.

[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit B-19

SCHEDULE 1A

OPTIMIZED LEAD COMPOUND SELECTION CRITERIA

MERCK Funded Research Projects; MERCK Internal Research Projects

OPTIMIZED LEAD COMPOUND SELECTION CRITERIA

Lead Compound is ready for [***] including, at a minimum, [***] but shall not include [***].

     Optimized Lead Selection Criteria

• [***] for [***] is [***] or [***] to [***]

• [***] in [***] with an [***] and an [***].

• [***] for the [***] (e.g., no [***] to [[***]]).*

• [***] to [***] (e.g., to [***] of [***] with an [***], [***]% of [***] in [***] and [***]% of [***]).

• [***] (e.g., [***] on [***]).

• [***] as [***] by [***] of [***], a [***] of the [***], or [***] of [***].*

• [***] can be [***] using [***] with [***].

• [***] can be [***] for [***] at [***] and [***] of [***] and with [***] and [***].

• [***] for [***] use as [***] using [***] that [***] (e.g., [***]).

• [***] does not [***] an [***] in the [***] of [***] to [***] other [***]).

*Specific criteria would be [***] on a [***], reflecting [***] for each program and [***] of [***], and approved by the JSC:

• [***]

• [***] of the [***] for its [***] (e.g. [***])

• [***] and [***] for [***]

• [***]

Comments

• [***] include [***] but not [***]. [***] with [***] provides a [***] for [***] from [***].

• The [***] of [***] is [***] by [***] the [***] of [***]. No efforts at [***] are envisioned [***] to [***].

• [***] for [***], etc.) have yet to be established. We have [***] any [***] for [***] in these [***] up to [***] of [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 1A-1

SCHEDULE 1B

OPTIMIZED LEAD COMPOUND SELECTION CRITERIA

ARCHEMIX Internal Research Projects

OPTIMIZED LEAD COMPOUND SELECTION CRITERIA — [***]

[***] is ready for [***] including, at a minimum, [***] but shall not include [***].

     Optimized Lead Selection Criteria

• [***] for [***] is [***] or [***].

• [***] with an [***].

• [***] to [***] on [***] with an [***].

• [***] to [***] on [***].

• [***].

• [***] shows [***] over [***].

• [***] is [***] so it can be [***] using [***] with [***], and [***] has been demonstrated without [***] that would [***] risk.

• [***] of [***]% of [***] remaining following [***] in [***] and [***]% of [***] remaining following [***] in [***].

• [***] of [***]% of [***] remaining following [***] in [***] and [***]% of [***] remaining following [***] in [***].

• [***] to [***] and [***] of the [***].

• [***] at [***] in [***].

• [***] has been [***] for [***] at [***] e.g. [***] and [***] (e.g. [***]) [***] without [***] of [***] and with [***] and [***].

• [***] of [***] at least [***] for [***] when [***].

• [***] as [***] by [***] of [***], a [***] of the [***], or [***] of [***].

• [***] for [***] as [***] using [***] that [***] (e.g., [***]).

• [***] does not [***] an [***] in the [***] of [***] to [***] other [***] and/or [***]).

Comments

• [***] include [***] but not [***]. [***] with [***] provides a [***] for [***] from [***].

• The [***] of [***] is [***] by [***] the [***] of [***]. No efforts at [***] are envisioned [***] to [***].

• [***] for [***], etc.) have yet to be established. We have [***] any [***] for [***] in these [***] up to [***] of [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 1B-1

OPTIMIZED LEAD COMPOUND SELECTION CRITERIA — [***]

[***] is [***] for [***] in [***] including, at a minimum, [***] but shall not include [***] or [***] of [***].

     Optimized Lead Selection Criteria

• [***] for [***] is [***] or [***] to [***].

• [***] with an [***].

• [***] of [***] with an [***].

• [***] and [***] with an [***].

• [***] is [***] so it can be [***] using [***] with [***], and [***] has been demonstrated without [***] that would [***].

• [***]) of [***]% of [***] remaining following [***] in [***] and/or [***] and [***]% of [***] remaining following [***] in [***].

• [***] to [***] of the [***].

• [***] at [***] in [***].

• [***] has been [***] for [***] at [***] e.g. [***] and [***] (e.g. [***]) [***] without [***] of [***] and with [***] and [***].

• [***] at [***] for [***] when [***] and/or [***].

• [***] for the [***] (e.g., no [***] to [[***]]).

• [***] as [***] by [***], a [***] of the [***], or [***] of [***].

• [***] for [***] as [***] using [***] that [***] (e.g., [***]).

• [***] does not [***] an [***] in the [***] of [***] to [***] other [***] (typically restricted to [***] and/or [***]).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 1B-2

Comments

• [***] include [***] but not [***]. [***] with [***] provides a [***] for [***] from [***].

• The [***] of [***] is [***] by [***] the [***] of [***]. No efforts at [***] are envisioned [***].

• [***] for [***], etc.) have yet to be established. We have [***] any [***] for [***] in these [***] up to [***] of [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 1B-3

SCHEDULE 2A

TARGET EXCLUSIVITY LIST

[Left Intentionally Blank]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 2A-1

SCHEDULE 2B

ARCHEMIX INTERNAL PROGRAM TARGETS

• [***]

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 2B-1

SCHEDULE 3

LICENSED PATENT RIGHTS

[see following pages]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-1

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[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-2

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
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[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-3

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-4

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[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-5

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-6

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-7

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-8

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]				[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]				[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-9

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-10

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-11

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-12

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-13

SCHEDULE 4

EXCLUDED APTAMERS

• [***]

• [***]

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 4-1

SCHEDULE 5A

DEVELOPMENT CANDIDATE SELECTION CRITERIA

MERCK Funded Research Projects; MERCK Internal Research Projects

DEVELOPMENT CANDIDATE SELECTION CRITERIA

     Development Candidate Selection Criteria

• [***] from [***] and [***] of [***] and [***] in [***] (e.g., [***] (or [***]) by a [***]).

• [***] of [***] with [***] or [***] of [***] with [***] to [***] of [***] in [***] and [***] with the [***].

• [***] in [***] appears [***] for the [***].

• [***] and [***].

• [***] (incl. [***])

• [***] with [***], as defined [***] the [***] (thus [***])

([***] requires [***] of [***])

o [***] remain [***] than a [***] (as measured by [***]) [***] the [***] (e.g., after [***]).

• (If [***] requires [***])

o [***] after [***] in [***], with [***] to [***].

o With [***] in [***], no [***] of [***] in [***] of [***] the [***] (e.g., after [***]) which would result in a [***] in the [***] to [***] of [***].

• (If [***] requires [***])

o [***] of [***] in [***].

o [***] and [***] must permit a [***] that can [***] be [***] though a [***] or [***].

o [***] at [***] in [***] at [***] and [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 5A-1

SCHEDULE 5B

DEVELOPMENT CANDIDATE SELECTION CRITERIA

ARCHEMIX Internal Research Projects.

DEVELOPMENT CANDIDATE SELECTION CRITERIA

Development Candidate Selection Criteria

• [***] from [***] and [***] of [***] and [***] in [***] (e.g., [***] (or [***]) by a [***]).

• [***] of [***] with [***] or [***] of [***] with [***] to [***] of [***] in [***] and [***] with the [***].

• [***] in [***] appears [***] for the [***].

• [***] and [***].

• [***]

• [***] with [***], as defined [***] the [***] (thus no [***])

(If [***] requires [***] of [***])

o [***] remain [***] than a [***] (as measured by [***]) [***] the [***] (e.g., after [***]).

• (If [***] requires [***])

o [***] after [***] in [***], with [***] to [***].

o With [***] in [***], no [***] of [***] in [***] of [***] the [***] (e.g., after [***]) which would result in a [***] in the [***] to [***] of [***].

• (If [***])

o [***] of [***]

o [***] and [***] must permit a [***] that can [***] be [***] though a [***] or [***].

o [***] at [***] in [***] at [***] and [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 5B-1

SCHEDULE 6

FORM OF PRESS RELEASE

[see following pages]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 6-1

MEDIA CONTACTS
For Archemix:
Kathryn Morris
Yates and Associates
Tel: 914-204-6412

INVESTOR CONTACTS
Lilian Stern
Stern Investor Relations
Tel: 212-362-1200

Archemix and Merck KGaA Sign Strategic Alliance

Collaboration to Focus Primarily on Cancer Therapeutics Using Novel Aptamer Technology

CAMBRIDGE, Mass. — June 11, 2007 — Archemix Corp. and Merck Serono, a division of Merck KGaA, Darmstadt, Germany, announced today that they have formed a multi-year strategic alliance to discover, develop and commercialize first-in-class aptamer therapeutics with a primary focus on the treatment of cancer. The alliance combines Archemix’ proprietary SELEX technology to discover and generate aptamer candidates with Merck’s demonstrated oncology drug development and commercialization capabilities.

The collaboration gives Merck Serono the option to obtain product licenses to certain of Archemix’s lead stage aptamer programs in oncology and the right to select and develop aptamers against six additional targets in oncology and other indications, including autoimmune and inflammation disorders. In addition, Merck Serono is granted a license to use Archemix’s SELEX^® technology for internal target validation. Archemix has the option to exercise a co-development and co-promote option on any of the products being developed on a 50:50 cost and profit-sharing basis in the United States. This is the second research agreement this year between the two companies.

Under the terms of the agreement, Archemix will receive a $29.8 million equity investment from Merck KGaA. Merck KGaA also retains an option, under certain circumstances, to acquire additional Archemix common stock upon an initial public offering. Other financial terms were not disclosed.

“The collaboration with Merck Serono represents a key strategic initiative for Archemix and the development of our pipeline, especially in the area of cancer,” said Errol De Souza, Ph.D., President and CEO, Archemix. “We will be working with a recognized leader in drug development to discover, develop and commercialize first-in-class aptamer-based therapeutics. With our co-development and co-promote options we can participate in the development and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 6-2

commercialization of certain of the products that come out of the collaboration while simultaneously generating cash flows to fund our proprietary aptamer pipeline.”

“Aptamers have the potential to play a key role in the next generation of drugs in our core therapeutic areas,” said Dr. Bernhard Kirschbaum, Executive Senior Vice President and Director of Research, Merck Serono. “Archemix is the leader in the discovery of aptamer therapeutics and we believe that, as a class, aptamers can create a new paradigm of treatment.”

About Aptamers

Aptamers are single-stranded nucleic acids that form well-defined three dimensional shapes, allowing them to bind target molecules in a manner that is conceptually similar to antibodies. Aptamers combine the optimal characteristics of small molecules and antibodies, including high specificity and affinity, chemical stability, low immunogenicity and the ability to target protein-protein interactions. In contrast to monoclonal antibodies, aptamers are chemically synthesized rather than biologically expressed.

About Archemix

Archemix Corp. is a privately-held biopharmaceutical company developing aptamers as a class of directed therapeutics for the prevention and treatment of human disease. The company is leveraging its proprietary drug discovery technology to fuel the growth of its development portfolio, which is primarily focused on acute cardiovascular and hematology diseases and cancer. Archemix’s broad product pipeline, being developed both by the company as well as its licensees, includes multiple investigational compounds at various stages of development, several of which are moving into advanced clinical trials. Archemix’s lead proprietary product, ARC1779, a selective platelet inhibitor, is anticipated to start Phase IIa clinical trials before the end of 2007. Archemix’ leadership position in intellectual property, technology and expertise relating to aptamers has enabled it to form numerous collaborations with biotechnology and pharmaceutical collaborators, including Merck Serono, Pfizer Inc., Elan Pharma, Nuvelo, Inc., Antisoma plc., and Regado Biosciences. For more information, please visit www.archemix.com.

About Merck

Merck is a global pharmaceutical and chemical company with sales of EUR 6.3 billion in 2006, a history that began in 1668, and a future shaped by 35,091 employees in 62 countries. Its success is characterized by innovations from entrepreneurial employees. Merck’s operating activities come under the umbrella of Merck KGaA, in which the Merck family holds an approximately 70% interest and free shareholders own the remaining approximately 30%. In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been an independent company ever since.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 6-3

	Your Contact
News Release	Phyllis Carter
	Phone +49 6151-72 7144

June 11, 2007

Merck KGaA Signs Strategic Alliance With Archemix

Darmstadt, June 11, 2007 — Merck KGaA announced today that it has formed a multi-year strategic alliance between its Merck Serono division and Archemix Corp. of Cambridge, Massachusetts, to discover, develop and commercialize first-in-class aptamer therapeutics with a primary focus on the treatment of cancer. Additional areas of the collaboration include autoimmune and inflammatory disorders. The alliance combines Archemix’ proprietary SELEX^® technology to discover and generate aptamer candidates with Merck Serono’s drug development and commercialization capabilities. In addition, Merck Serono is granted a license to use Archemix’s SELEX^® technology for internal target validation.

The collaboration gives Merck Serono the option to obtain product licenses to certain of Archemix’s lead-stage aptamer programs and the right to select and develop aptamers against six targets in oncology and other indications. Archemix has the option to exercise a co-development and co-promote option on any of the products being developed on a 50:50 cost and profit-sharing basis in the United States. This is the second research agreement this year between the two companies.

Additionally, Merck KGaA will make a $29.8 million equity investment in Archemix. Merck KGaA also retains an option, under certain circumstances, to acquire additional Archemix common stock upon an initial public offering. Other financial terms were not disclosed.

“Aptamers have the potential to play a key role in the next generation of drugs in our core therapeutic areas.” said Dr. Bernhard Kirschbaum, Executive Senior Vice President and Director of Research, Merck Serono. “Archemix is the leader in the discovery of aptamer therapeutics and we believe that, as a class, aptamers can create a new paradigm of treatment.”

“The collaboration with Merck Serono represents a key strategic initiative for Archemix and the development of our pipeline, especially in the area of oncology,” said Errol De Souza, Ph.D., President and CEO, Archemix. “We will be working with a recognized leader in drug development to discover, develop and commercialize first-in-class aptamer-based therapeutics. With our co-development and co-promote options we can participate in the development and commercialization of certain of the products that come out of the collaboration while simultaneously generating significant cash flows to fund our proprietary aptamer pipeline.”

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 6-4

About Aptamers

Aptamers are single-stranded nucleic acids that form well-defined three dimensional shapes, allowing them to bind target molecules in a manner that is conceptually similar to antibodies. Aptamers combine the optimal characteristics of small molecules and antibodies, including high specificity and affinity, chemical stability, low immunogenicity and the ability to target protein-protein interactions. In contrast to monoclonal antibodies, aptamers are chemically synthesized rather than biologically expressed.

About Archemix

Archemix Corp. is a privately-held biopharmaceutical company developing aptamers as a class of directed therapeutics for the prevention and treatment of human disease. The company is leveraging its proprietary drug discovery technology to fuel the growth of its development portfolio, which is primarily focused on acute cardiovascular and hematology diseases and cancer. Archemix’s broad product pipeline, being developed both by the company as well as its licensees, includes multiple investigational compounds at various stages of development several of which are moving into advanced clinical trials. Archemix’s lead proprietary product, ARC1779, a selective platelet inhibitor, is anticipated to start Phase IIa clinical trials before the end of 2007. Archemix’ leadership position in intellectual property, technology and expertise relating to aptamers has enabled it to form numerous collaborations with biotechnology and pharmaceutical collaborators, including Merck Serono, Pfizer Inc., Elan Pharma, Nuvelo, Inc., Antisoma plc., and Regado Biosciences. For more information, please visit www.archemix.com.

All Merck Press Releases are distributed by e-mail at the same time they become available on the Merck Website. Please go to http://www.subscribe.merck.de to register online, change your selection or discontinue this service.

Merck is a global pharmaceutical and chemical company with sales of EUR 6.3 billion in 2006, a history that began in 1668, and a future shaped by 35,091 employees in 62 countries. Its success is characterized by innovations from entrepreneurial employees. Merck’s operating activities come under the umbrella of Merck KGaA, in which the Merck family holds an approximately 70% interest and free shareholders own the remaining approximately 30%. In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been an independent company ever since.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 6-5

SCHEDULE 7

REGIONAL OFFICES OR COUNTRIES IN WHICH
PATENT APPLICATIONS ARE TO BE NATIONALIZED
OR OTHERWISE PROSECUTED, FILED AND MAINTAINED

[***] (PCT)
[***]* (PCT)
[***] (PCT)
[***] (PCT)
[***] (PCT)
[***] (PCT)
[***] (PCT)
[***] (PCT)
[***] (PCT)

[***] (PCT)
[***] (PCT)
[***] (national)
[***] (PCT)
[***] (PCT)
[***] (PCT)
[***] (PCT)
[***] (national via extension)

* [***]

In addition, any country not listed above in which MERCK customarily pursues patent protection for a commercial product, taking into account all relevant factors (including, as applicable and without limitation, stage of development, mechanism of action, efficacy and safety relative to competitive products in the marketplace, actual or anticipated Regulatory Authority approved labeling, the nature and extent of market exclusivity (including patent coverage and regulatory exclusivity), cost and likelihood of obtaining Commercialization Regulatory Approval, actual or projected profitability and availability of capacity to manufacture and supply for commercial sale).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 7-1

SCHEDULE 8

TERMS TO BE INCLUDED IN
FORM OF CO-PROMOTION AGREEMENT

          The Co-Promotion Agreement to be negotiated by the Parties in accordance with Section 4.10.2 shall contain the following terms. Capitalized terms used in this Schedule 8 and not otherwise defined have the meanings given to them in the Agreement. For purposes of this Schedule 8, references to MERCK shall be deemed to refer to any Affiliate of MERCK executing the Co-Promotion Agreement.

• ARCHEMIX and MERCK shall [***], at ARCHEMIX’s [***]ARCHEMIX and MERCK [***] MERCK, which shall be[***] of the [***] shall be [***] as set forth in the [***]. In the [***] on a [***] by the [***], then [***] of an ARCHEMIX [***], and [***]ARCHEMIX [***], the [***] shall be [***] to the [***], but if the [***]MERCK shall [***], but shall only [***] of the [***].

• A [***] shall be [***] by MERCK for [***] [***] for the [***] for [***] by the [***] which shall [***], but not be [***] of such [***] in the [***] to be [***] of any[***] of the [***] of such [***] at least [***] and [***] for such [***]in the [***] for such [***]in the [***].

• [***] of both MERCK and ARCHEMIX. For the ARCHEMIX [***] on the [***]. For the [***] of the [***], provided that the [***] of MERCK [***].

• Each [***] that ARCHEMIX [***] of the [***] of the [***] for the [***] in the [***] of the [***] in the [***]. The [***] shall be [***]shall be [***].

• Each [***] under each [***] and to [***] with the other [***]. The [***] that the [***] the [***] (which [***], and a [***] that shall be [***] for purposes of the [***].

• Each [***] for a [***]. Each [***] shall have the r[***] of the [***].

• MERCK shall [***] and for [***] as may be [***] and other [***], but shall, in [***].

• MERCK shall [***] for the [***].

• MERCK shall [***].

• MERCK shall [***] for the [***].

• MERCK shall [***] under which [***]. The [***] in the [***] under such [***].

• [***]MERCK.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 8-1

• [***] shall be [***] with the [***].

• The [***]with [***]. With regard to any [***] by a [***] to the [***] and to [***] that, to the [***] of the [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 8-2

SCHEDULE 9

MERCK’S STANDARD EXCHANGE RATE METHODOLOGY
APPLIED IN ITS EXTERNAL REPORTING

MERCK’s standard exchange rate methodology uses the applicable [***] foreign exchange rate as published by the [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 9-1

SCHEDULE 10

PROGRAM CHEMISTRIES

[***]: [***] containing [***], or [***] of [***].

[***]:

[***]
[***]
[***]
[***]
[***]
[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 10-1

SCHEDULE 11

CALCULATION OF NET INCOME

“Advertising” means the [***] of the [***] in the [***] through [***] and [***] for [***], and [***] and [***] and [***]; provided, however, that [***]. With regard to [***] and [***] of such [***] and [***] for the [***] of this [***] “Annual Net Income” means the [***].

     “Co-Development Commercialization Costs” means the [***] and [***] and [***], and/or MERCK [***]; and [***] or [***] to be a [***].

     “Cost of Goods” means the [***] to the [***] of a [***] for [***] with [***] with the [***]and [***] and [***] , or other such [***] to the [***] and [***] with a [***].

     “Detail” has the meaning [***].

     “General Public Relations” means [***] which [***] the [***] or [***] in a [***] that such [***] or its [***] of the [***] of the [***] to this [***] are not [***]and [***].

     “License Fees” means [***] to the [***] of a [***] in the [***]. If the [***] other than [***] in the [***], then only an [***] by the [***].

     “Marketing Expense” means [***] and all [***] for those [***] to the [***] by the [***] to the [***] for the [***] in the [***] on such [***]and for [***] shall not [***] or any other [***] as a [***].

     “Net Income” means, [***] in the [***] of such [***] to the [***] in the [***] to the [***] with or [***] in each [***] for that [***] of a [***] and not for the [***].

     “Net Sales” has the meaning [***].

     “Personnel Costs” means the [***] by or under [***], but not [***].

     “Product Trademark” has the meaning [***].

     “Promotion Expense” means [***]by MERCK or ARCHEMIX and [***] to the [***] of a [***] in the [***] to the [***], but not [***] and [***] for the [***]. [***]:

1. There shall be [***] has been [***] it shall [***].

2. To the extent an [***] or a [***] and shall [***].

[***], and all [***]MERCK and ARCHEMIX in [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 11-1

SCHEDULE 12

FORM OF MATERIALS TRANSFER AGREEMENT

MATERIAL TRANSFER AGREEMENT FOR RESEARCH

     This Agreement, effective this ___day of                     , is by and between Merck KGaA, a company organized under the laws of Germany with offices at Frankfurter Str. 250, 64293 Darmstadt, Germany (“Merck”), and Archemix Corp., a company organized under the laws of the State of Delaware having a place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Archemix”).

     WHEREAS, Archemix has provided a Primary Compound Candidate Notice or Backup Compound Candidate Notice pursuant to Section 3.9.1(a) or (b), respectively, of the Collaborative Research and License Agreement (“License Agreement”) executed by the parties on June ___, 2007.

     NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows:

     1. Supply of Materials. Archemix shall supply Merck with ___mg of the applicable Primary Compound Candidate or Backup Compound Candidate (“Materials”). Materials shipped to Merck shall be delivered by special courier to the attention of [INSERT NAME AND ADDRESS].

     2. Use of Materials. The Materials provided to Merck by Archemix under the terms of this Agreement may only be used by Merck to conduct experiments during the Term (the “Research”) for purposes of determining whether to exercise a Compound Candidate Option pursuant to Section 3.9.4 of the License Agreement (the “Evaluation”). The Materials (i) may not be used other than in the Research for purposes of conducting the Evaluation, (ii) may not be altered in any way, whether by an addition to, or a disassembly of, the Material, (iii) may only be used by employees of Merck or any of its Affiliates for the Research, and (iv) may not be provided, transferred, or sold by Merck to any third party without the prior written consent of Archemix.

     3. Return of Materials. Upon the earlier of completion of the Research or expiration of the Agreement, Merck shall return to Archemix all unused Materials.

     4. No Implied Licenses. The transfer of the Materials by Archemix under this Agreement does not grant to Merck any rights or licenses to any intellectual or other proprietary property owned or controlled by Archemix.

     5. Research Results.

     5.1 Merck shall keep complete, accurate, and authentic accounts, notes, technical

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 12-1

reports, data, information, records and results of the Research performed under this Agreement (“Research Results”) and shall provide Archemix with a monthly report thereof during the Term.

     5.2 Subject to Merck’s exercise of a Primary Compound Candidate Option or Backup Compound Candidate Option, as applicable, pursuant to Section 3.9.4 of the License Agreement, the Research Results shall be held in strict confidence by Merck. The Research Results shall not be used by Merck for any purpose other than for performing the Evaluation without Archemix’s prior written consent.

     6. Inventions. Subject to Merck’s exercise of a Primary Compound Candidate Option or Backup Compound Candidate Option, as applicable, pursuant to Section 3.9.4 of the License Agreement, (i) all data, improvements, discoveries, inventions or know-how, whether patentable or not (“Inventions”), arising out of the Research including Inventions pertaining to the Materials and/or therapeutic or diagnostic uses of the Materials shall be the sole property of Archemix and (ii) Merck hereby assigns to Archemix its entire right, title and interest in and to any Inventions developed pursuant to this Agreement and agrees to execute such documents and to take such actions as may be necessary to give effect to this provision.

     7. Confidentiality. Subject to Merck’s exercise of a Primary Compound Candidate Option or Backup Compound Candidate Option, as applicable, pursuant to Section 3.9.4 of the License Agreement and Section 5.2.2 of this Agreement, during the Term of this Agreement and for a period of ten (10) years thereafter, Merck shall maintain in confidence all know-how, data, processes, techniques, formulas, test data and other information and all tangible and intangible embodiments thereof of any kind whatsoever (“Confidential Information”) disclosed by Archemix in connection with the Research. This obligation of confidentiality shall not apply to the extent that it can be established by Merck that the Confidential information:

(a)	was already known to Merck at the time of disclosure as evidenced by competent business records of Merck;
(b)	was generally available to the public or otherwise part of the public domain at the time of its disclosure;
(c)	became generally available to the public or otherwise part of the public domain after its disclosure to Merck through no act or omission of Merck;
(d)	was disclosed to Merck by a third party who had no obligation to Archemix not to disclose such information;
(e)	was independently developed by Merck without the use of the Archemix’s Confidential Information as evidenced by competent business records of Merck.

     8. Term and Termination. This Agreement shall remain in force for six (6) months or until the Research has been completed, whichever occurs first (the “Term”). Subject to Merck’s exercise of a Primary Compound Candidate Option or Backup Compound Candidate Option,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 12-2

upon expiration of this Agreement, Merck shall cease all Research and Archemix shall have no further obligation to supply Merck with Materials and may request the return of all unused Materials in Merck’s possession. Any rights or obligations set forth herein which by their nature are intended to extend beyond the Term of the Agreement shall survive the expiration or termination of the Agreement, including, but not limited to the obligations set forth in paragraphs 2, 3, 6, 7, 8 and 9.

     9. Authorization; Compliance with Laws. Merck warrants that: (i) it is permitted to enter into this Agreement, (ii) the terms of this Agreement are not inconsistent with other contractual obligations (express or implied) it has or may have, and (iii) all research conducted by Merck will comply with all applicable government laws, regulations and guidelines, including, but not limited to, those relating to animal testing, to biotechnological research and to the handling and containment of hazardous and biohazardous materials.

     10. No Warranties. THE MATERIALS BEING SUPPLIED TO MERCK ARE SUPPLIED BY ARCHEMIX WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ARCHEMIX MAKES NO REPRESENTATIONS THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT OR PROPRIETARY RIGHTS OF THIRD PARTIES.

     11. Indemnification. Merck agrees to indemnify, defend and hold harmless Archemix, its directors, officers, agents and employees from and against any and all costs, expenses or liabilities arising as a result of or in connection with Merck’s use of Materials provided under the terms of this Agreement or any violation of the terms and conditions herein.

     12. Parties Independent. In making and performing under this Agreement, the parties shall act as independent contractors without the authority to bind one another or act as agent for one another.

     13. Amendment. This Agreement may only be amended by an instrument in writing signed by a duly authorized officer of each of the parties.

     14. Assignment. This Agreement shall not be assignable by either party to this Agreement to a third party without the prior written consent of the other party to this Agreement, except that either party may assign this Agreement to a third party without the prior written consent of the other party in the event of a merger of the party with, or sale of substantially all of the party’s assets to, the third party.

     15. Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to its choice of law principles.

     16. No Conflict. Merck represents that any existing or future obligations to any third party shall neither conflict with nor compromise the Research to be performed pursuant to this Agreement. Further, Merck represents that the execution of this Agreement and performance of

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 12-3

the Research hereunder does not and will not breach any other agreement, arrangement, understanding, or obligation of confidentiality to which the Merck is a party or by which Merck is bound, and during the term of this Agreement Merck will not enter into any agreement, either written or oral, in conflict herewith.

     17. Integration. This Agreement and the License Agreement constitutes the entire agreement of the Parties with respect to the Research and Materials and supersedes all previous oral and written agreements, if any, among the Parties regarding the Research and Materials.

     IN WITNESS WHEREOF, this Agreement shall be effective on the date it has been signed below by both parties.

ARCHEMIX CORP.

By:

Name:

Title:

Date:

MERCK KGaA

By:

Name:

Title:

Date:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 12-4

SCHEDULE 13

CO-DEVELOPMENT COSTS
(AND [***] FOR THEIR [***])
AND CO-DEVELOPMENT REGULATORY COSTS

1	Definitions.
Words and phrases used in this Schedule shall have the meanings defined elsewhere in the Agreement. In addition, the following words and phrases shall have the following stated or referenced meanings in this Schedule:
[***]1.2 “Co-Development Costs” means [***] to [***] for a [***] in the [***] for a [***] shall [***]and [***], of the [***]:

(a)	[***] and other [***] ;
(b)	[***] and [***];
(c)	[***] and [***] for use in [***];
(d)	[***] and [***], and other [***] with the [***];
(e)	[***]; and
(f)	[***] to [***] in the [***].

“Co-Development FTE” shall mean [***] of [***] to or in [***] with respect to a [***] that are [***], with [***] in effect at the [***]“ARCHEMIX Co-Development FTE Rate(s)” means, [***] to a [***] at the [***] for such [***]for [***] at such [***], that, on [***]of each [***] for such [***], the [***] shall be [***] in the [***]. For [***] of this [***] of this [***] is as [***] to[***] and/or [***].
“MERCK Co-Development FTE Rate(s)” means, [***] to a [***] at the [***] provided, that, on [***] of each [***] of its [***], the [***] shall be [***]in the [***]. For purposes of this [***] of this [***].
“Co-Development FTE Rate(s)” means, [***]. For [***] to the [***].
“Co-Development FTE Cost” means, [***] in such [***] to be [***] by the [***], at the [***].
1.3	“External Co-Development Costs” means the [***] by a [***] or to be [***].
1.4	“Internal Co-Development Costs” means the [***] by [***]. For purposes of [***].
1.5	“Co-Development Regulatory Costs” means [***] that are [***]with the [***] to the [***], and the [***], for any [***] for a [***] shall [***], of the [***]:

(a)	[***] for the [***];
(b)	[***] or other [***]; and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 13-1

(c) [***] with a [***] with a [***] with respect to [***].

1.6 “External Co-Development Regulatory Costs” means the [***] by a [***] or to be [***].

“Internal Co-Development Regulatory Costs” means the [***]. For purposes of [***]2 [***] shall be [***]:

2.1 [***] in the [***] of the [***], to the [***] of the [***].

At the [***] of an [***] of a [***] from the [***] of the [***].

2.2 Consistent with [***] of the [***], to the extent that the [***] with such [***] of such [***], shall be [***].

2.3 Consistent with [***], and the [***] from or in [***] with such [***] to be [***] shall be [***], and none of such [***] for a [***] with any[***] of the [***] shall not be [***] provided, that, [***] in the [***] shall be [***].

2.4 If a [***] of the [***], and the [***] from or in [***] outside the [***] with respect to [***] shall be [***]. To the extent [***] which is [***] of the [***] outside the [***] shall be [***] MERCK, and [***]shall be [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 13-2

EX-10.10

Exhibit 10.10

Execution Copy

LICENSE AGREEMENT

BETWEEN

GILEAD SCIENCES, INC.

AND

ARCHEMIX CORP.

October 23, 2001

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

LICENSE AGREEMENT

     This License Agreement (“Agreement”), is entered into as of October 23, 2001 (the “Effective Date”), by and between Gilead Sciences, Inc., a Delaware corporation with its principal offices located at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”), and Archemix Corp., a Delaware corporation with its principal offices located at One Hampshire Street, Cambridge, MA 02139 (“Company”).

Recitals

     A. Gilead owns, or possesses licenses under certain patents, patent applications, and know-how related to the SELEX Process (as defined in Section 1.29 below).

     B. Gilead is a party, either in its own right or as a successor in interest, to certain Preexisting Agreements (as defined in Section 1.26 below) with third parties pursuant to which such third parties have obtained certain rights and licenses to the SELEX Process and Aptamers (as defined in Section 1.2 below).

     C. Gilead wishes to grant to Company a license under such patents, patent applications and know-how for all uses other than those exclusively granted to third parties as set forth in the Preexisting Agreements (as defined herein), and Company wishes to receive such license, subject to the terms and conditions set forth in this Agreement.

     D. Gilead also wishes to assign and transfer to Company, and Company wishes to acquire from Gilead, a certain agreements relating to the SELEX Process and/or Aptamers.

     Now, Therefore, in consideration of the foregoing, of the mutual covenants and undertakings contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Definitions.

     In addition to the other terms defined elsewhere in this Agreement, the following terms shall have the following meanings when used herein (any term defined in the singular shall have the same meaning when used in the plural and vice versa, unless stated otherwise):

     1.1 “Affiliate” means any Person that, directly or indirectly, through one or more intermediaries, Owns, is Owned by or is under common Ownership with, a Party, where “Own” or “Ownership” means (a) direct or indirect possession of at least fifty percent (50%) of the outstanding voting securities of a corporation or a comparable ownership in any other type of Person or (b) that a Person or group of Persons otherwise has the unilateral ability to control and direct the management of the entity, whether by contract or otherwise.

     1.2 “Aptamers” means oligonucleotides, including any structural variations and modifications, derivatives, homologs, analogs and/or mimetics thereof, identified through the SELEX Process.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

1

     1.3 “Assumed Liabilities” is defined in Section 2.6 below.

     1.4 “[***] Agreement” means the Collaborative Research Agreement and License Agreement, dated May 5, 1993 and Termination Agreement, dated February 27, 1998, between NeXagen, Inc. and [***].

     1.5 “Company Improvements” means any inventions, patentable or not, information and/or data Controlled by the Company after the Effective Date and during the term of this Agreement, that were derived from the practice of the Covered Intellectual Property, and that relate to: (a) improvements in the SELEX Process and (b) improvements made to the Covered Intellectual Property.

     1.6 “Consent Date” means, with respect to a Transferred Asset, the date on which all Third Parties to such Transferred Asset have given their written consent to assignment thereof to Company pursuant to Section 2.5.

     1.7 “Control”, “Controls”, and “Controlled” means, with respect to a particular item of information or intellectual property right, that the applicable Party owns or has a license to such item or right and has the ability to grant to the other Party access to and a license or sublicense (as applicable) under such item or rights as provided for in this Agreement without violating the terms of any agreement or other arrangement with any Third Party.

     1.8 “Covered Intellectual Property” means the Licensed Patents and Licensed Know-How.

     1.9 “Damages” means any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses, court costs, and reasonable fees and disbursements of counsel, consultants and expert witnesses incurred by a Party hereto (including any interest payments which may be imposed in connection therewith).

     1.10 “Documentation” means the documents, information, data, and other written materials described in Exhibit A.

     1.11 “Excluded Aptamers” means (a) Radio Therapeutics, (b) In Vivo Diagnostic Agents, (c) the compound identified as [***] as more fully described in the [***] Agreement listed in Exhibit B attached to this Agreement, (d) any Aptamer directed to [***], (e) the Aptamers identified as the [***] in the [***] Agreement listed in Exhibit B, and (f) the [***] identified in the [***] Agreement listed in Exhibit B. In addition, “Excluded Aptamers” shall until September 1, 2003, include any Aptamer directed to the [***], as defined in the [***] Agreement identified in Exhibit B, which Aptamer is subject to [***] granted to [***] pursuant to the [***] Agreement, and after September 1, 2003, shall include any such Aptamer for which [***] exercises such [***] in accordance with the terms and conditions set forth in the [***] Agreement.

     1.12 “Excluded Liabilities” is defined in Section 2.6 below.

     1.13 “Gilead Key Personnel” means [***].

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

     1.14 “[***] Agreement” means the SELEX Research Agreement, dated May 27, 1998, by and among Gilead (as successor in interest to NeXstar Pharmaceuticals, Inc. (“NeXstar”)), [***] and [***]

     1.15 “[***] Agreement” means the Collaborative Research Agreement, dated as of February 26, 1998, by and between Gilead (as successor to NeXstar) and [***], as amended by letter agreement dated January 6, 2000.

     1.16 “In Vitro Diagnostics” shall have the meaning provided in the [***] Agreement listed in Exhibit B, as such Agreement is in effect on the Effective Date.

     1.17 “In Vivo Diagnostic Agent” shall have the meaning provided in the [***] Agreement listed in Exhibit B, as such Agreement is in effect on the Effective Date; provided that, (a) in the event Third Parties shall no longer have any rights to In Vivo Diagnostic Agents pursuant to the [***] Agreement, all references to “In Vivo Diagnostic Agent” in this Agreement shall be automatically deleted, without further action by the Parties, and (b) in the event that the field rights embodied in the definition of “In Vivo Diagnostic Agent” contained in the [***] Agreement shall at any time be modified or amended to reduce the scope thereof, the definition of “In Vivo Diagnostic Agent” contained in this Agreement shall be automatically reduced in scope to the same extent, without further action by the Parties, provided that nothing in this Section 1.17 shall give Company any rights to or interest in any products developed by or licensed to Third Parties pursuant to the [***] Agreement that are in clinical development, submitted for regulatory approval or being commercialized.

     1.18 “Licensed Field” means use of the Licensed Processes and Methods, including without limitation, the SELEX Process, the Licensed Know-How, the inventions claimed in the Licensed Patents, any Aptamers and any Licensed Products, as applicable, for any and all purposes for which exclusive rights have not been granted to Third Parties under the Preexisting Agreements, including without limitation (a) the [***], (b) any [***], and (c) Target Validation and other drug development and research purposes, including [***], but specifically excluding (x) use in any In Vitro Diagnostics application, (y) use of any Excluded Aptamers, or (z) any purpose for which exclusive rights have been granted to Third Parties under the Preexisting Agreements; provided however, that in the event that Third Parties to no longer have rights pursuant to a Preexisting Agreement in any field, or the scope of the licenses granted therein is reduced, then the Licensed Field shall be automatically extended, without further action by the Parties, to include the uses or fields in which Third Parties no longer have rights, or the uses or fields removed from the Preexisting Agreement as a result of the reduction of the scope of the licenses granted therein, provided that (i) nothing in this Section 1.18 shall give Company any rights to or interest in any products developed by or licensed to any Third Party to any Preexisting Agreement that are in clinical development, submitted for regulatory approval or being commercialized and (ii) nothing in this Section 1.18 shall give Company any rights to or interest in any Aptamer directed to [***].

     1.19 “Licensed Know-How” means trade secrets, know-how and unpatentable and/or unpatented inventions and discoveries Controlled by Gilead as of the Effective Date and necessary or reasonably useful in the practice of the Licensed Patents or the performance of the Licensed Processes or Methods.

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

     1.20 “Licensed Patents” means the patents and patent applications set forth in Exhibit C, and all divisional, continuations, continuations-in-part, and any foreign counterparts thereof and all patents issuing on any of the foregoing and any foreign counterparts thereof, together with all registrations, reissues, re-examinations, supplemental protection certificates, or extensions thereof, and any foreign counterparts thereof.

     1.21 “Licensed Processes and Methods” means any and all processes and methods claimed by the Licensed Patents or consisting, in whole or in part, of Licensed Know-How.

     1.22 “Licensed Product” means (a) any product that contains one or more Aptamers (b) any product covered by the Licensed Patents or the use of which is covered by the Licensed Patents, and (c) any product made through the use of the Licensed Know-How, but in no case any of the Excluded Aptamers, within the Licensed Field.

     1.23 “NeXstar Merger Date” means July 29, 1999.

     1.24 “Party” means Company or Gilead and “Parties” means Company and Gilead.

     1.25 “Person” means a natural person, a corporation, a partnership, a limited liability company, a trust, a joint venture, any governmental authority or any other entity or organization.

     1.26 “Preexisting Agreements” means (a) the agreements identified in Exhibit B and (b) any other agreements entered into by Gilead or its predecessors prior to the NeXstar Merger Date relating to the SELEX Process or to any Aptamers.

     1.27 “Proprietary Information” means, subject to the limitations set forth in Section 8.1 hereof, any confidential information of a Party disclosed by such Party to the other Party in the course of negotiating or performing under this Agreement that is identified as confidential by the disclosing party at the time of its disclosure. The Licensed Patents, the Licensed Processes and Methods, the Licensed Know-How, the due diligence materials identified in Exhibit F attached to this Agreement, and the terms and provisions of the Preexisting Agreements attached at Exhibit G are deemed to be Gilead’s Proprietary Information whether or not marked or identified as confidential or proprietary. The terms and provisions of this Agreement and any information that is “Confidential Information” as defined in the Confidential Disclosure Agreement, dated June 6, 2001, between Company and Gilead are deemed to be the Proprietary Information of both Parties whether or not marked or identified as confidential or proprietary.

     1.28 “Radio Therapeutics” shall have the meaning provided in the [***] Agreement listed in Exhibit B, as such Agreement is in effect on the Effective Date; provided that, (a) in the event that Third Parties no longer have rights to Radio Therapeutics pursuant to the [***] Agreement, all references to “Radio Therapeutics” in this Agreement shall be automatically deleted, without further action by the Parties, and (b) in the event that the field rights embodied in the definition of “Radio Therapeutics” contained in the [***] Agreement shall at any time be modified or amended to reduce the scope thereof, the definition of “Radio Therapeutics” contained in this Agreement shall be automatically reduced in scope to the same extent, without further action by the Parties, provided that nothing in this Section 1.28 shall give Company any rights to or interest in any products developed by or licensed to a Third Party pursuant to the

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

[***] Agreement in clinical development, submitted for regulatory approval or being commercialized.

     1.29 “SELEX Process” means any process for identification or use of a nucleic acid, which process is disclosed in or falls within the claimed scope of U.S. Patent Nos. [***] or [***].

     1.30 “Target Validation” means the use of the SELEX Process to create Aptamers that bind to a target and the use of such Aptamers, through testing in [***] studies and other assay and studies, to provide information as to a target’s biological utility through the [***] of the target or some [***] on the target.

     1.31 “Territory” means the world.

     1.32 “Third Party” means any Person other than the Parties or their respective Affiliates.

     1.33 “Transferred Assets” shall have the meaning given such term in Section 2.5.

     1.34 “URC License Agreement” means the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead as successor in interest to NeXstar.

     1.35 “UTC” means University Technology Corporation, the successor to the University Research Corporation.

     1.36 “Valid Claim” means a claim of an issued and unexpired patent that has not been held permanently revoked, unenforceable or invalid by a decision of a court or governmental agency of competent jurisdiction over such claim, which decision is unappealable or unappealed within the time allowed for appeal.

     1.37 “[***] Agreement” means that certain License Agreement between [***] and Gilead (as successor-in-interest to Nexagen, Inc.) dated September 15, 1992.

2. License.

     2.1 License Grants and Certain Restrictions.

          (a) Subject to the terms and conditions of this Agreement, during the term of this Agreement, Gilead hereby grants to Company, and Company hereby accepts, an exclusive (subject to the restrictions and limitations specified in Sections 2.1(b), 2.1(c), and 2.2 below, and except that such license shall be non-exclusive for portions of the Licensed Field as to which one or more Third Parties has such non-exclusive rights pursuant to a Preexisting Agreement) license and sublicense, as applicable, under the Covered Intellectual Property (a) to exploit, use and practice the Licensed Processes and Methods, including without limitation, the SELEX Process, within the Licensed Field throughout the Territory, (b) to develop, make, have made, use, sell, offer to sell and import Licensed Products within the Licensed Field throughout the Territory and

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

(c) to utilize the Licensed Know-How and the inventions claimed in the Licensed Patents for any purpose within the Licensed Field throughout the Territory.

          (b) Company acknowledges that the Covered Intellectual Property remains subject to the licenses granted to certain Third Parties pursuant to the [***] Agreement. In addition, Company acknowledges that, pursuant to the [***] Agreement, certain covenants and restrictions shall apply to Company’s use and sublicensing of the Covered Intellectual Property, including restrictions on Company’s further sublicensing of rights in the field of Target Validation and certain Aptamers specified in Paragraph 8.3 of the [***] Agreement.

          (c) If at any time during the term of this Agreement, Company develops any products, pursuant to the exercise of its rights granted under this Agreement, that incorporate [***] as defined in the [***] Collaboration Agreement listed in Exhibit B and attached in Exhibit G, including without limitation Aptamers directed at [***] or [***], to the extent any obligations to pay to [***] royalties upon such products arise pursuant to Section 3.2 of the [***] License Agreement listed in Exhibit B and attached in Exhibit G, Company shall be responsible for such obligations.

          (d) If at any time during the term of this Agreement, any Third Party develops, identifies, generates, or commercializes any products pursuant to the exercise of the rights granted to it under a Preexisting Agreement, and such Preexisting Agreement is terminated, amended or modified in such a way as to cause an enlargement of the Licensed Field hereunder, such termination, amendment or modification shall not create a claim for Company to any right, title or interest in any such products developed by such Third Parties or the commercialization of any such products.

     2.2 Negative Covenant of Company. Company shall not use or practice the Covered Intellectual Property (a) outside the Licensed Field, (b) for any other purpose except activities that it conducts in compliance with this Agreement, (c) to make, use, sell, offer for sale, import or export any products containing any Excluded Aptamers, (d) to make, use, sell, offer for sale, import or export any Excluded Aptamers, or (e) to make, use, sell, offer for sale, import or export any Aptamers for In Vitro Diagnostics.

     2.3 Sublicensing Rights. Company shall have the right to sublicense the rights granted to it by Gilead under this Agreement without the consent of Gilead; provided that: (a) prompt notice of such sublicense shall be given by Company to Gilead pursuant to Section 10.5 of this Agreement; (b) a true, correct and complete copy of such sublicense shall be provided by Company to Gilead promptly after the date the parties enter into such sublicense agreements, provided that Company may redact any financial and other information to the extent not required to enable Gilead to fulfill its reporting obligations under the URC License Agreement or to monitor compliance with this Agreement; and (c) Company shall remain at all times fully liable for performance of its obligations under this Agreement without regard to whether it has sublicensed its rights or whether Company’s sublicensee is obligated to perform such obligations. Any such sublicense granted by Company shall contain provisions providing for the assignment to Gilead of Company’s interest therein upon termination of this Agreement, subject to the last sentence of this Section 2.3, unless the termination of this Agreement arises out of the action or inaction of such sublicensee, in which case Gilead, at its option, may

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

terminate such sublicense, and shall further contain provisions which obligate such sublicensee to comply with such terms, conditions, agreements and obligations that are consistent with the terms, conditions, agreements and obligations to which Company is subject under this Agreement including, without limitation, the provisions of Sections 2.1(b), 2.1(c), 2.2, Section 4, Section 5, Section 6.4, Section 7.1(b), Section 8 and Section 9.3. Gilead hereby agrees to accept such assignment and that such sublicense, as assigned, will remain in full force and effect, provided that Gilead shall have no obligation thereunder except to maintain the continued effectiveness of the sublicense.

     2.4 Grant Back To Gilead. As of the Effective Date, and subject to the terms and conditions hereof, Company hereby grants back to Gilead, and Gilead hereby accepts the following worldwide, royalty-free, paid-up, perpetual, irrevocable and nonexclusive licenses: (a) (i) under the rights licensed to Company under Section 2.1 above, and (ii) under Company’s intellectual property rights to such of the Company Improvements as constitute improvements to the SELEX Process, in both cases solely to conduct internal research and (b) under Company’s intellectual property rights in the Company Improvements to use and practice any Company Improvements developed by Company under the licenses granted pursuant to Section 2.1 above as may be necessary for Gilead to fulfill its obligations, including, without limitation, sublicensing obligations, under the Preexisting Agreements (the “Grant-Back License”).

     2.5 Assignment of Agreement and Delivery of Documentation. Gilead shall use diligent, reasonable, good faith efforts to obtain from each Third Party to the [***] Agreement, the [***] Agreement, the [***] Agreement, and the [***] Agreement (collectively, the “Transferred Assets”) a written consent to the assignment of the respective Transferred Asset to Company as promptly as reasonably practicable after the Effective Date, and Company shall provide reasonable assistance in such efforts as requested by Gilead (e.g., by agreeing to assume Gilead’s rights and obligations thereunder). Effective as of the respective Consent Dates therefor, Gilead hereby assigns to Company all of Gilead’s right, title and interest in and to the Transferred Assets (subject to the reversion rights specified in Section 9.3 below), and Company hereby accepts such assignment and agrees to assume Gilead’s rights and obligations thereunder (subject to Gilead remaining liable for certain Excluded Liabilities). On the date of receipt by Gilead of the first Payment due from Company pursuant to Section 3.1 below, Gilead shall ship a single copy of the Documentation to Company FCA to Company’s designated facilities (Incoterms 2000). The Documentation shall be provided to Company in computer-readable format, where available, and otherwise in printed format. Gilead shall be under no obligation to convert to electronic format any portion of the Documentation that currently is available only in printed format. Gilead shall have no further obligation to Company to provide any other documentation or transfer additional copies of the Documentation after the delivery to Company pursuant to this Section 2.5. Gilead hereby grants to Company a non-exclusive and royalty-free right to use and reproduce the Documentation as required to exercise Company’s rights to the Covered Intellectual Property granted under Section 2.1 above. Gilead retains ownership of all intellectual property rights in and to the Documentation, subject only to this license and the Documentation shall be deemed to be Gilead’s Proprietary Information subject to the provisions of Section 8 below.

     2.6 Assumed Liabilities. Except as otherwise provided in this Agreement, Company hereby assumes and agrees to bear and be responsible for and to perform and satisfy [***]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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responsibilities, duties (including, without limitation, compliance with all applicable laws and regulations), obligations (including payment obligations, such as payments for filing, prosecution and maintenance of Licensed Patents), claims, Damages, liabilities, burdens and problems of any nature whatsoever (collectively, the “Obligations”) arising out of (a) Company’s licensing and/or practice of the Covered Intellectual Property from and after the Effective Date, (b) such Obligations relating to payments that may be due to the UTC under the URC License Agreement resulting from actions or in-action of Company, its Affiliates or its sublicensees, and (c) any such Obligations under any and all of the Transferred Assets arising on or after the respective Consent Dates and prior to a reversion of any of those Transferred Assets pursuant to Section 9.3(c) of this Agreement or after such a reversion if caused by a breach by Company of the Transferred Assets, except for the hereinafter defined Excluded Liabilities, which items shall remain the responsibility of Gilead as set forth in this Agreement (collectively, the “Assumed Liabilities”). For purposes of this Agreement, the “Excluded Liabilities” means (1) those Damages with respect to which Gilead is providing indemnification pursuant to the provisions of Section 7.1(a)(i) of this Agreement, (2) any Obligations that have accrued under the Transferred Assets prior to the respective Consent Dates or after a reversion of any such Transferred Assets pursuant to Section 9.3(c) of this Agreement (except to the extent caused by a breach by Company of the Transferred Assets), and (3) any Obligations under the Preexisting Agreements listed in Exhibit B, except for any Obligations arising from or related to Company’s breach of any Obligations or duties specified in this Agreement or any conduct described in Section 7.1(b)(i) through (vii) of this Agreement.

     2.7 Modification of URC License Agreement. Gilead shall not enter into any amendment, modification or supplement of or to the URC License Agreement, or exercise any right or option to terminate the URC License Agreement in whole or in part, without the express prior written consent of Company in each instance, which shall not be unreasonably withheld.

3. Financial Terms.

     3.1 Consideration. Company shall pay to Gilead a nonrefundable fee which shall consist of the sum of seventeen million five hundred thousand dollars ($17,500,000) payable in three nonrefundable installments of [***] dollars ($[***]), [***] dollars ($[***]) and [***] dollars ($[***]) (the “Payments”), plus a warrant to purchase up to [***] shares of Company Common Stock in the form attached hereto as Exhibit I (the “Warrant”). The first Payment shall be due and payable one (1) day after the Effective Date, the second Payment shall be due and payable on or before December 31, 2001 and the third Payment shall be due and payable on or before June 30, 2002. The Warrant shall be issued to Gilead on the Effective Date. Failure to make any Payment when due shall give rise to an immediate right of termination by Gilead as set forth in Section 9.2(a) below. Company has furnished to Gilead a copy of the Put Agreement pursuant to which it has the right to call on certain investors in Company to purchase equity to provide funds for the Payments in this Section 3.1. Company covenants and agrees to exercise such right if needed to provide such funds and to utilize such funds to pay Gilead any amounts payable under this Section 3.1, to the extent Company does not use other funds to make such Payments, and the Parties acknowledge and agree that Gilead shall have the right to specifically enforce the preceding covenants in this sentence.

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     3.2 Payment Procedure. The Payments shall be paid to Gilead in U.S. Dollars by Federal Reserve wire transfer in accordance with the wire transfer instructions specified in Exhibit H attached to this Agreement.

     3.3 Third Party Payments. If royalties, fees or other amounts become due and payable to any Third Party, including any such payments that become due and payable under the Preexisting Agreements listed in Exhibit B, solely on account of Company’s exercise of its rights under the licenses granted by Gilead in Section 2.1 above, Company shall be liable for, and promises to make, such payments to such Third Parties except to the extent that such Third Party payments are caused by circumstances that also result in a breach by Gilead of its representations, covenants and/or warranties as set forth in Section 6 below. Notwithstanding the foregoing, as between the Parties, Gilead shall be solely responsible for making all payments under the Preexisting Agreements, including without limitation the URC License Agreement, on account of its receipt, or right to receive, payments from Company hereunder.

     3.4 Taxes. The Payments are exclusive of and Company will remain fully liable for any sales, transfer or other tax assessments, or duty payable based on the transactions described in this Agreement except for taxes based on the net income or net worth of Gilead.

4. Patent Prosecution, Maintenance and Enforcement.

4.1 Prosecution and Maintenance.

          (a) Company Obligations. Company shall prosecute and maintain the Licensed Patents in the Territory (excluding the patents set forth on Exhibit D) in Gilead’s name using reasonably diligent efforts, at Company’s expense, except as otherwise provided in Section 4.1(c) below. Company shall promptly provide Gilead with notice of its intention not to file a response to any office actions or other requests from the United States Patent and Trademark Office or the equivalent authority in a foreign jurisdiction, to abandon filings, or to make material limitations to claims for the Licensed Patents and, at Gilead’s request, shall promptly provide Gilead, or Third Parties to Preexisting Agreements designated by Gilead who have a right to such information under the applicable Preexisting Agreement and who have requested such information, with copies of correspondence and proposed or actual filings relating to Company’s prosecution and maintenance of the Licensed Patents, with any proposed filings to be provided at least [***] days prior to the date of filing. Company shall direct all such correspondence and filings provided to Gilead to Gilead’s Vice President of Intellectual Property at the address listed below.

Gilead Sciences, Inc.
333 Lakeside Drive
Foster City, California 94404
Telephone: (650) 522-5878
Telefax: (650) 522-5575
Attention: Vice President of Intellectual Property

Company agrees to give good faith consideration to any reasonable comments with respect to such filings that are provided by Gilead or by any Third Parties to Preexisting Agreements

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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designated by Gilead but Company shall have final authority on all decisions concerning such filings. Company shall control the conduct of any inter partes patent proceeding, including without limitation oppositions, interferences or contested re-examinations. Company shall bear the expense of all such proceedings. Company shall honor the consultation rights of [***] under Section 6.4 of the [***] Collaboration Agreement (as defined on Exhibit B) and the rights of [***] under Section 5.1(b) of the [***] Agreement (as defined on Exhibit B), including fulfillment of Gilead’s obligations thereunder, in each case as applicable to any Licensed Patents. If any conflict arises concerning the representation of the Parties with respect to the Licensed Patents by the firm of [***] hereby agrees to waive any such conflict and any objection it may have to [***] representation of Gilead with respect to the Licensed Patents.

          (b) Assistance. Gilead shall assist Company in obtaining patent extensions and supplementary protection certificates, and provide such other assistance as reasonably requested by Company in connection with the prosecution and maintenance of the Licensed Patents in any part of the Territory at Company’s sole expense, including without limitation, by making reasonable efforts on behalf of Company to obtain the assistance in such efforts of any individual who is obligated to provide such assistance at the direction or request of Gilead.

          (c) Reversion of Rights. Company shall promptly notify Gilead in writing if Company determines that it has no material or commercially useful application for a Licensed Patent. Gilead or any party to a Preexisting Agreement, as determined by Gilead (the “Assuming Party”), shall have the right to prosecute and maintain such Licensed Patents or file for such patent term extension therefor at the Assuming Party’s sole discretion and expense. In this event all rights in and to such Licensed Patents shall revert to the Assuming Party and shall be removed from the list of patents or patent applications included within the definition of Licensed Patents under this Agreement. Company shall assist the Assuming Party in obtaining patent extensions and supplementary protection certificates, and provide such other assistance as reasonably requested by the Assuming Party in connection with the prosecution and maintenance of such Licensed Patents in any part of the Territory at the Assuming Party’s sole expense.

     4.2 Enforcement.

          (a) Notice. Each Party shall promptly notify the other in writing its knowledge of any actual or potential infringement or misappropriation of any Licensed Patent or Licensed Know-How by Third Parties within the Territory and provide any information available to that Party relating to such actual or potential infringement or misappropriation. Company shall have no rights with respect to any infringement of Licensed Patents or infringement or misappropriation of Licensed Know-How that occurs outside of the Licensed Field and/or outside the Territory except the right to receive notice pursuant to this Section 4.2(a); provided however, that, to the extent within the control of Gilead, Gilead shall not enter into any settlement, consent judgment or other voluntary final disposition with respect to any such infringement or misappropriation if it would have a material adverse effect on any Licensed Patent or Licensed Know-How within the Licensed Field without the prior consent of Company, which consent shall not be unreasonably withheld.

          (b) Enforcement of Licensed Patents. With respect to any infringement of Licensed Patents within the Licensed Field or with respect to any Licensed Products within the

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Licensed Field, Company shall have the primary right, but not the obligation, to initiate, prosecute and control any action with respect to such infringement, by counsel of its own choice, to secure the cessation of the infringement or to enter suit against the infringer. Gilead shall have the right to participate in any such action and to be represented by counsel of its own choice and at its own expense. If Company fails to exercise its right to bring an action or proceeding to so enforce a Licensed Patent within a period of [***] days after receipt of written notice of infringement of such Licensed Patent, then Gilead shall have the right to bring and control any such action by counsel of its own choice and at its own expense. Gilead shall have the right to extend the right to participate in and control, as applicable, any such action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations under the Preexisting Agreements. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to control, file and prosecute the suit as necessary, at the first Party’s sole expense. The costs and expenses of the Party bringing suit under this Section 4.2(b) (including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties, and any remaining damages shall be paid to the Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 4.2(b) relating to a Licensed Patent may be entered into without the consent of the Party not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned.

     4.3 Infringement of Third Party Rights.

          (a) Notice of Claim. If the practice of the Licensed Patents by Company, its Affiliates or sublicensees, in accordance with the licenses granted under Section 2.1 above, results in a claim of patent infringement against Company, its Affiliates or sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party in writing. The notice shall set forth the facts of the claim in reasonable detail.

          (b) Resolution of Claims. If a Third Party asserts that a patent or other right owned by or licensed to it is infringed within a country by the practice of the Licensed Patents by Company, its Affiliates or sublicensees, in accordance with the licenses granted under Section 2.1 above, Company may attempt to resolve the asserted infringement; provided, however that Gilead shall have the right, at its sole discretion, to participate in any such resolution and to be represented by counsel of its own choice and at its own expense. Company shall control the process to resolve any such infringement. The matter shall be deemed resolved if Company obtains: (i) a license permitting Company to manufacture, use, import, offer for sale and sell Licensed Products in that country on a royalty-free basis (ii) a legally binding statement or representation from the Third Party that: (A) no action will be taken against Company, its Affiliates or its sublicensees, or (B) that the patent or other right is not infringed the practice of the Licensed Patents by Company, its Affiliates or its sublicensees in such country; or (iii) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party’s patent(s) alleged to be infringed is invalid, or the Third Party’s patent(s) or other right(s) are unenforceable or not infringed by the practice of the Licensed Patents by Company, its Affiliates or sublicensees. Company shall have the primary right to defend any such claim. Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

11

defense of the claim. Neither Party shall enter into any settlement that affects the other Party’s rights or interests without such other Party’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

     4.4 Reimbursement under Preexisting Agreements. Gilead covenants that it will make reasonable efforts to collect all amounts owing from Third Parties under Preexisting Agreements in connection with the prosecution, maintenance and enforcement of the Licensed Patents as and when such amounts become due and payable and that Gilead will forward all such amounts to Company as and when they are collected by Gilead.

5. Progress Report and Commercial Application.

     5.1 Progress Report. On or before [***] and [***] of each year, commencing as of [***] and ending on [***] of the calendar year following the calendar year in which Company, its Affiliates or sublicensees first begins to market any product or service utilizing the Covered Intellectual Property, Company shall provide a [***] progress report to Gilead, each report covering the [***] month period preceding the due date of the report. Thereafter, Company shall provide such reports on an annual basis covering the [***] month period preceding the due date of the report. Each report shall describe any Company Improvements (including any modifications and the updates to the Documentation), notice of any patents filed by Company in connection with any Company Improvements and the progress made by Company, its Affiliates or sublicensees toward the commercial development of any products or services utilizing the Covered Intellectual Property. Such report shall include at a minimum, information reasonably sufficient to enable Gilead to satisfy its reporting obligations to the UTC under the URC License Agreement with respect to this Agreement, including any reporting obligations of the U.S. Government, and to assess the progress made by Company toward meeting the diligence requirements of Section 5.2 below. Company shall also provide to Gilead on or before the February 28 reporting date set forth in this Section 5.1 an updated version, if any, to the SELEX Manual (in an electronic, organized and printable format) provided to Company as part of the Documentation listed on Exhibit A.

     5.2 Commercial Application. Company, either directly or with and through the efforts of its Affiliates and sublicensees, shall at all times use commercially reasonable efforts to proceed with the development, manufacture and sale of products and services utilizing the Covered Intellectual Property, including, without limitation, maintaining sufficient facilities, resources and personnel to fulfill its obligations under this Agreement. In the event that Company, its Affiliates, assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Covered Intellectual Property for a period of at least [***] months Gilead will have the option, at its sole discretion, to terminate this Agreement pursuant to Section 9.2(a) below; provided that Gilead may exercise such option only if Gilead shall have received written notice from UTC of a default under the URC License Agreement by reason of the failure by Company to use reasonable efforts to develop the commercial application of the Covered Intellectual Property, and UTC has sent to Gilead written notice of termination of the URC License Agreement as a consequence thereof. In such event, Gilead may exercise its option; provided that (a) Gilead delivers advance written notice of its decision to exercise such option to force a reversion of the technology to Gilead, and (b) for a period of [***] months following Company’s receipt of such notice, Company, its

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Affiliates, and all assignees and sublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Company acknowledges and agrees that under the URC License Agreement, Company’s rights in the Covered Intellectual Property may revert to the UTC if Company, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Covered Intellectual Property. Company and Gilead further acknowledge and agree that, in the event of any termination of the URC License Agreement, the sublicenses granted to Company hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Company is not then in breach of this Agreement and agrees to be bound to UTC as a licensor under the terms and conditions of this Agreement.

6. Representations, Covenants and Warranties.

     6.1 Corporate Existence and Power. As of the Effective Date, each Party represents and warrants to the other that it (a) is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated, and (b) has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses granted hereunder, other than what has been disclosed by Gilead to Company pursuant to a letter that shall be delivered by Gilead to Company on the Effective Date.

     6.2 Authority and Binding Agreement. As of the Effective Date, each Party represents and warrants to the other that it (a) has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, other than what has been disclosed by Gilead to Company pursuant to a letter that shall be delivered by Gilead to Company on the Effective Date, (b) has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder, and (c) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms.

     6.3 Additional Representations, Covenants and Warranties of Gilead. Gilead covenants to Company that Gilead shall not enter into any agreements, written or otherwise, including without limitation, any amendment, modification or supplement to any of the Preexisting Agreements or the Transferred Assets, which would conflict with, restrict, limit or impair any of the rights, powers and benefits conferred on Company hereunder or Company’s ability to exercise and enjoy such rights, powers and benefits to the full extent permitted herein. Gilead further represents and warrants to Company that:

          (a) In Exhibit C, Gilead has in good faith supplied a complete list of the Licensed Patents. If Gilead or Company reasonably determine that there is a patent or patent application that was Controlled by Gilead as of the Effective Date and that dominates or is dominated by the claims of one or more Licensed Patents but that is not listed on Exhibit C, then there shall be no breach of Gilead’s representations and warranties in this Section 6.3(a), but such Party shall give notice promptly to the other Party of such determination. The Parties shall negotiate in good faith towards the addition of any such patent or patent application to Exhibit C

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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without any additional financial obligation. If the Parties are unable to reach agreement on the addition of such patent, the Parties shall submit the matter of whether such patent or patent application that was Controlled by Gilead as of the Effective Date dominates or is dominated by the claims of one or more Licensed Patents to binding arbitration pursuant to Section 10.3 below. If it is determined pursuant to such arbitration that such patent or patent application dominates or is dominated by the claims of one or more Licensed Patents, it shall be deemed to be included in Exhibit C and to be a Licensed Patent. In the event the patent application or patent in dispute is not added to Exhibit C as a result of the arbitration, then Gilead agrees not to assert its rights under such patent or patent application, directly or indirectly, to prevent or restrict Company’s practice of the Covered Intellectual Property in accordance with this Agreement. The foregoing shall not obligate Gilead to license to Company any patents or patent applications Controlled by Gilead that are not listed in Exhibit C where such patent or patent application describes a particular chemical compound, whether or not such compound is a Licensed Product or an Aptamer under the terms of this Agreement.

          (b) After the NeXstar Merger Date, Gilead has not granted to any Third Party any license or right to practice any of the Licensed Patents or Licensed Know-How within the Licensed Field or to make, use or sell any Licensed Products in the Licensed Field, except for those rights granted to Third Parties pursuant to the Transferred Assets or the Preexisting Agreements listed on Exhibit B and other than what has been disclosed by Gilead to Company pursuant to a letter that shall be delivered by Gilead to Company on the Effective Date. To the actual knowledge of the Gilead Key Personnel as of the Effective Date, prior to the NeXstar Merger Date, Gilead has not granted any such license or right, except for those rights granted to Third Parties pursuant to Transferred Assets, or any such Preexisting Agreement listed on Exhibit B.

          (c) For the purposes of this Section 6.3(c), capitalized terms that are not otherwise defined herein shall be ascribed the meaning given to them under the [***] Agreement. Gilead has provided to Company a complete and correct copy of the [***] Agreement and any Third Party agreements entered into by [***] thereunder known to Gilead. Gilead has not entered into any Development License(s) with [***]. Gilead has not received any Development Notice(s) from [***].

          (d) Gilead has supplied complete and correct copies of the URC License Agreement and the Transferred Assets to Company and redacted copies of the other Preexisting Agreements that, except for such redactions, are otherwise complete and correct.

          (e) No party to the URC License Agreement or the Transferred Assets has committed a material default or breach under any of those agreements and the execution and delivery of this Agreement does not, and will not with the passage of time alone, constitute a material default or breach under any of the Preexisting Agreements, the URC License Agreement or the Transferred Assets, other than what has been disclosed by Gilead to Company pursuant to a letter that shall be delivered by Gilead to Company prior to the Effective Date.

          (f) Gilead will use commercially reasonable efforts to keep the URC License in full force and effect. In the event that UTC or any of its affiliates or successors provides a notice of default under the URC License Agreement to Gilead, Gilead covenants that it shall

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

14

promptly provide a copy of such notice to Company and shall thereafter keep Company reasonably advised as to the status of any such alleged or actual default and how it may or may not affect Company’s rights under this Agreement. In addition, if the alleged default is based on an action or inaction by Company, Gilead shall allow Company to take action to cure such alleged default, or otherwise to settle such dispute, on behalf of Gilead, at Company’s sole discretion within a reasonable time but subject to Gilead’s termination rights pursuant to Sections 5.2 and 9.2.

     6.4 Additional Representations and Warranties of Company.

          (a) Company acknowledges and agrees that a redacted copy of each of the Preexisting Agreements listed in Exhibit B (including without limitation, the URC License Agreement) is attached hereto as Exhibit G and that Company has been provided with a copy of the Transferred Assets. Company represents and warrants that it understands the terms of such agreements, acknowledges that its rights are subject to such agreements and, furthermore, Company, its Affiliates and sublicensees shall take no action that would give rise to a breach by Gilead under the Preexisting Agreements, (including without limitation, the URC License Agreement) or the Transferred Assets. As required under Section 3.3 of the URC License Agreement, Company hereby acknowledges Gilead’s obligations under the following sections of the URC License Agreement: (i) the quarterly royalty payments and reports under Section 6; (ii) the warranties and disclaimers set forth in Section 7; (iii) the indemnity obligations under Section 8; and (iv) the restrictions on promotional association under Section 10, and Company agrees to assume all such obligations to the extent they relate to Company’s rights and obligations under this Agreement and expressly acknowledges that Company’s failure to perform its obligations under this Agreement may result in a breach of Gilead’s obligations under the URC License Agreement.

          (b) The execution and delivery by the Company of this Agreement, the Warrant and the Put Agreement, the performance by the Company of its obligations thereunder, and the issuance, sale and delivery of any shares of Company capital stock to be issued, sold or delivered pursuant to the Warrant and the Put Agreement, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the Company, as amended (the “Charter”) or the By-laws of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company, any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

          (c) The issuance, sale and delivery of all shares of Company capital stock to be issued, sold or delivered pursuant to the Put Agreement (the “Put Shares”) have been duly authorized and, when issued in accordance with the Put Agreement, will be validly issued, fully paid and nonassessable shares of Series A Convertible Preferred Stock of the Company and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Put Agreement. Except as set forth in the Put Agreement, neither the issuance, sale or delivery of the Put Shares is subject to any preemptive

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

15

right of stockholders of the Company or to any right of first refusal or other right in favor of any person.

     6.5 Absence of Litigation. As of the Effective Date, other than what has been disclosed by Gilead to Company pursuant to a letter that shall be delivered by Gilead to Company on the Effective Date, (a) each Party represents and warrants to the other that as of the Effective Date there is no pending litigation against it and that it has not received written notice that overtly threatens litigation, which litigation alleges that such Party’s activities related to this Agreement have infringed or misappropriated, or that by conducting the activities as contemplated in this Agreement such Party would infringe or misappropriate, any of the intellectual property rights of any other Person, and (b) Gilead further represents that prior to the NeXstar Merger Date, to the knowledge of Gilead Key Personnel, Gilead has not received, and after the NeXstar Merger Date Gilead has not received, any written communication asserting that Gilead’s activities relating to this Agreement or its conduct of activities relating to this Agreement infringe or misappropriate the intellectual property rights of any other person.

     6.6 Survival of Warranties. Each of Gilead’s representations and warranties made in this Section 6 shall survive only for a period of [***] years after the Effective Date and shall thereafter be of no force or effect provided, however, that Gilead’s representations and warranties made in Section 6.3(a) shall survive indefinitely.

     6.7 Disclaimer of Warranties. Company acknowledges that it accepts the Documentation “as is” and without warranty of any kind. Except as expressly provided in this Section 6, neither party makes any representation or warranty as to the Covered Intellectual Property, express or implied, either in fact or by operation of law, by statute or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights, or warranty against infringement, or otherwise, and each party specifically disclaims any and all implied or statutory warranties. Gilead makes no warranties as to the validity or enforceability of any Covered Intellectual Property. Without limiting the foregoing, each party acknowledges that it has not and is not relying upon any implied warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights, or warranty against infringement, or otherwise, or upon any representation or warranty whatsoever as to the prospects (financial, regulatory or otherwise), or the validity or likelihood of success, of any products or services based on the Covered Intellectual Property or any Company intellectual property after the Effective Date.

7. Indemnification.

     7.1 Indemnity.

          (a) By Gilead. Gilead shall indemnify, defend and hold harmless Company, and its respective directors, officers, employees and agents (each, a “Company Indemnitee”), from and against any Damages that are incurred by a Company Indemnitee as a result of Third Party claims, demands, actions or proceedings (collectively, the “Company Claims”) to the extent such Company Claims arise out of:

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

16

                    (i) the breach or alleged breach of any representation or warranty by Gilead in Sections 6.1, 6.2, 6.3 and 6.5 provided that notice of a Company Claim based upon any such breach is received by Gilead prior to expiration of such representation and warranty pursuant to Section 6.6 above;

                    (ii) the breach or alleged breach by Gilead of any Preexisting Agreement, excluding any disclosed in the letter referenced in Sections 6.1(b), 6.2(a), 6.3(b), 6.3(e) and 6.5; or

                    (iii) any of the Excluded Liabilities;

except to the extent Company has an obligation to indemnify Gilead under Section 7.1(b).

          (b) By Company. Company shall indemnify, defend and hold harmless Gilead, its Affiliates and UTC and any of their respective directors, officers, employees and agents (each, a “Gilead Indemnitee”), from and against any Damages that are incurred by a Gilead Indemnitee as a result of Third Party claims, demands, actions or proceedings (collectively, the “Gilead Claims”) to the extent such Gilead Claims arise out of:

                    (i) the breach or alleged breach of any representation or warranty by Company hereunder;

                    (ii) failure to perform duly and punctually any of Company’s covenants or undertakings under this Agreement, including, without limitation Company’s covenants in Section 5.2 above;

                    (iii) any of the Assumed Liabilities;

                    (iv) the possession, research, development, manufacture, use, offer for sale, sale or other commercialization, distribution, administration, storage or transport, by Company or its Affiliates or sublicensees (other than Gilead) of (A) any Aptamers or Licensed Products or (B) any other products, services and activities developed by Company relating to the Covered Intellectual Property, including any Licensed Products, Aptamers or Documentation;

                    (v) the failure or delay on the part of Company to make payments required pursuant to Section 3.3 above;

                    (vi) the failure on the part of Company to make payments required pursuant to Section 3.4 above; or

                    (vii) a suit by [***] to the extent [***] alleges in such suit that the granting of the rights and licenses hereunder to Company was wrongful conduct on the part of Gilead due to: (A) the alleged infringement of [***] intellectual property rights by Company prior to the Effective Date, (B) other wrongful conduct by Company prior to the Effective Date, provided that Company’s costs of providing a defense for such suit shall be promptly reimbursed to Company by Gilead in the event Gilead is found liable to [***] in such a suit for wrongful conduct by Gilead other than as set forth in (A) or (B) above, or Gilead pays an amount to [***] in connection with the settlement of such a suit without the prior written consent of Company,

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

17

except to the extent such Gilead has an obligation to indemnify Company under Section 7.1(a).

     7.2 Procedure. Any Gilead Indemnitee or Company Indemnitee shall notify Company or Gilead (the “Indemnifying Party”), as the case may be, promptly in writing of an indemnifiable claim or cause of action under Section 7.1 above upon receiving notice or being informed of the existence thereof. The Indemnifying Party shall assume, at its cost and expense, the sole defense of such claim or cause of action through counsel selected by the Indemnifying Party and reasonably acceptable to the other Party, such acceptance not to be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall maintain control of such defense, including any decision as to settlement; provided that, if the Indemnifying Party has failed to conduct such defense on a timely basis, then, without prejudice to any other rights and remedies available to other Party under this Agreement, the other Party may give written notice of such failure to the Indemnifying Party and, if the Indemnifying Party has not cured such failure within sixty (60) days after receipt of such notice, the other Party may take over such defense with counsel of its choosing, at the Indemnifying Party’s cost and expense. The other Party may, at its option and expense, participate in the Indemnifying Party’s defense at the other Party’s sole expense, and if the other Party so participates, the Parties shall cooperate with one another in such defense. Gilead shall have the right to extend the right to participate in and control, as applicable, any such defense to its Affiliates and UTC, as Gilead in its sole discretion deems necessary to satisfy its obligations under the URC License Agreement. The Indemnifying Party shall bear the total costs of any court award or settlement of such claim or cause of action and all other costs, fees and expenses related to the resolution thereof (including reasonable attorneys’ fees except for attorneys’ fees for which the other Party is responsible if the other Party participates in the Indemnifying Party’s defense of such claim or cause of action). In the event that the Parties cannot agree as to the application of Sections 7.1(a) and (b) to any Gilead Claim or Company Claim, as the case may be, the Parties may conduct separate defenses of such claim. In such case, each Party further reserves the right to claim indemnity from the other in accordance with Sections 7.1(a) and (b) upon resolution of such underlying claim.

     7.3 Insurance Coverage. Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program which covers all of each Party’s activities and obligations hereunder in accordance with reasonable pharmaceutical industry standards. Each Party will provide the other Party with a certificate of insurance and other reasonable evidence of such insurance program upon the written request of the other Party. Each Party will provide the other Party with written notice at least [***] days prior to any cancellation or material change in such insurance program. Each Party will maintain such insurance program, or other program with comparable coverage, beyond the expiration or termination of this Agreement during the period in which any product or service is being commercially distributed or sold, and for a commercially reasonable period thereafter.

     7.4 Indemnification Payment. Upon the final determination of liability and the amount of the indemnification payment under this Section 7, the appropriate Party shall pay to the other in immediately available funds, within thirty (30) business days after such determination, the amount of any claim for indemnification made hereunder.

     7.5 Survival. The provisions of this Section 7 shall survive any termination of this Agreement with respect to actions of the Parties during the term of the Agreement or the term of

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

18

any license to Company, whichever occurs later, except for Gilead’s indemnity obligation under Section 7.1(a)(i), which shall survive only for the period set forth therein. Each Indemnified Party’s rights under this Section 7 shall not be deemed to have been waived or otherwise affected by such Indemnified Party’s waiver of the breach of any representation, warranty, agreement or covenant contained in or made pursuant to this Agreement, unless such waiver expressly and in writing also waives any or all of the Indemnified Party’s right under Section 7.

8. Confidentiality and Publicity.

     8.1 Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information of the other Party received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information of the other Party to any Third Party or use any such Proprietary Information of the other Party for any purposes other than those necessary or permitted for performance under this Agreement without the express prior written permission of the other Party. In particular, Company shall not use any Licensed Know-How for any purpose other than those expressly licensed under Section 2.1 above. Each Party may use Proprietary Information of the other Party only to the extent required to accomplish the purposes of this Agreement. Neither Party shall use Proprietary Information of the other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Neither Party shall use Proprietary Information of the other Party in any form except as required to accomplish the intent of this Agreement. Neither Party shall disclose Proprietary Information of the other Party to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such Proprietary Information of the other Party for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 8.1. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of Proprietary Information of the other Party, but no less than reasonable care. Each Party will notify the other Party promptly upon discovery of any unauthorized use or disclosure of the Proprietary Information of the other Party. For purposes of this Agreement, Proprietary Information concerning the Covered Intellectual Property is deemed to be the Proprietary Information of both Parties.

     Proprietary Information shall not include any information that the receiving Party can demonstrate by competent written evidence:

          (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available;

          (b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records;

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

19

          (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; or

          (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records.

     8.2 Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Party may disclose Proprietary Information if such disclosure:

          (a) is in response to a valid order of a court or other governmental body of the United States or a foreign country, or any political subdivision thereof; provided, however, that the receiving Party shall first have given notice to the other Party hereto to allow the other Party the opportunity to obtain a protective order, with the reasonable cooperation of the receiving Party as necessary, requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued;

          (b) is otherwise required by governmental law, rule or regulation, including without limitation rules or regulations of the U.S. Securities and Exchange Commission, or by rules of the National Association of Securities Dealers; provided, however, that the receiving Party shall first have given notice to the other Party hereto in order to allow such Party the opportunity to seek confidential treatment of the Proprietary Information; or

          (c) is otherwise necessary to prosecute or defend litigation or comply with applicable governmental regulations or otherwise enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such enforcement.

     In addition, either Party may disclose Proprietary Information: (i) as required under any Preexisting Agreement, (ii) to any bona fide potential or actual sublicensee of rights granted under this Agreement, (iii) to any potential or actual corporate sponsor, (iv) to any Third Party with which such Party has a bona fide potential or actual bona fide strategic alliance, joint venture or other business relationship, (v) to any bona fide potential or actual source of funding, (vi) to any bona fide potential or actual acquiror of the business of such Party, or (vii) as may be reasonably necessary for such Party to exercise its rights and perform its obligations hereunder, so long as in each case the recipient is subject to obligations of confidentiality at least as protective as this Section 8.

     8.3 Return of Proprietary Information. In the event that any of the licenses granted to Company pursuant to above 2.1 terminates or expires, Company shall, at Gilead’s election, promptly return or destroy all Proprietary Information received by it from Gilead and shall certify in writing to Gilead the completion thereof.

     8.4 Publicity. Company shall make no public announcement of this Agreement or the relationship between the Parties without Gilead’s prior written consent. The Parties shall issue a mutually agreed upon press release within [***] days after the Effective Date, such press release to be substantially in the form set forth in Exhibit E attached to this Agreement.

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

20

9. Term and Termination.

     9.1 Term. This Agreement and the licenses granted in Section 2.1 shall continue in full force and effect, unless terminated sooner in their entirety in accordance with Section 9.2 below, or until their expiration, on a country-by-country basis, upon the later of:

          (a) The expiration date of the last Valid Claim of the Licensed Patents in the country; or

          (b) Seven (7) years after the date of the first commercial sale of the last Licensed Product to be introduced into the commercial marketplace.

     Upon expiration of this Agreement pursuant to this Section 9.1, Company shall have a fully paid-up license hereunder.

     9.2 Termination Rights.

          (a) Termination for failure to make Payments. Gilead shall have the right to terminate the license granted to Company hereunder in the event of the failure of Company to make any payment specified in this Agreement when due in its entirety, which failure has continued for [***] days after written notice of the failure is provided to Company, except that Gilead shall have an immediate right of termination for failure to make the first Payment under Section 3.1 when due and payable or for failure to issue the Warrant as set forth in Section 3.1. Such termination shall be immediately effective upon the receipt by Company of written notice of termination from Gilead.

          (b) Termination for Breach. Subject to Section 9.2(a), each Party shall have the right to terminate this Agreement and its obligations hereunder for material breach by the other Party, which breach remains uncured for [***] days after written notice of the breach is provided to the breaching Party; provided, however, that any right of Gilead to terminate this Agreement in the event Company, its Affiliates, assignees and sublicensees cease reasonable efforts towards commercialization as set forth in Section 5.2 above, shall be governed by such Section 5.2.

          (c) Termination by Company. After receipt by Gilead of all of the Payments set forth in Section 3.1 above, Company shall have the right to terminate this Agreement at any time for any reason (or for no reason), with or without cause, by giving at least thirty (30) days’ prior written notice thereof to Gilead.

     9.3 Rights Upon Termination. In the event of termination of this Agreement under Section 9.2 above (a) the licenses granted by Gilead to Company shall immediately terminate, (b) the license granted by Company to Gilead to Company Improvements shall immediately terminate, and (c) all of Company’s right, title and interest under the Transferred Assets shall immediately be reassigned to and assumed by Gilead (provided, however, that Company will cooperate as reasonably necessary to enable Gilead to comply with its obligations thereunder), in each case, with no further action or notice required by either Party. Company hereby appoints Gilead as its attorney-in-fact to execute such documents on its behalf if Gilead cannot obtain Company’s assistance with such execution after using reasonable efforts. In the event of such

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

21

termination and if Gilead so requests, Company shall provide reasonable assistance to Gilead for a period of [***] days following the date of notice of termination.

     9.4 Survival. All rights granted to and obligations undertaken by the Parties hereunder shall terminate immediately upon the expiration or termination of this Agreement except for the accrued rights and obligations of the Parties, which shall survive, and the following, which shall survive according to their terms:

          (a) The indemnification obligations of Section 7;

          (b) The confidentiality and nondisclosure obligations of Section 8;

          (c) The obligations of the Parties under this Section 9; and

          (d) The provisions of Section 10, other than Section 10.4.

     In addition, termination of this Agreement shall not affect the remedies of the Parties otherwise available at law or in equity in relation to any rights accrued under this Agreement prior to this Agreement’s termination.

10. Miscellaneous.

     10.1 Independence of Parties. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, joint venture or affiliate relationship between the Parties hereto. This Agreement shall not constitute any Party the legal representative or agent of another, nor shall any Party have the right or authority to assume, create, or incur any Third Party liability or obligation of any kind, express or implied, against or in the name of or on behalf of another except as expressly set forth in this Agreement.

     10.2 Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding its choice of law rules.

10.3 Dispute Resolution.

          (a) The Parties recognize that disputes as to certain matters may from time to time arise during the term of this Agreement which relate to either Party’s rights and/or obligations hereunder or thereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree to follow the procedures set forth in this Section 10.3 if and when a dispute arises under this Agreement. In the event of disputes between the Parties, a Party seeking to resolve such dispute will, by written notice to the other Party, have such dispute referred to their respective executive officers designated below or their successors, for attempted resolution by good faith negotiations within [***] days after such notice is received. Said designated officers are as follows:

For Company: [***]
For Gilead: [***]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

22

     In the event the designated executive officers are not able to resolve such dispute, either party may at any time after the [***] day period invoke the provisions of Section 10.3(b) hereinafter.

          (b) Following settlement efforts pursuant to Section 10.3(a), any dispute, controversy or claim arising out of or relating to the validity, construction, enforceability or performance of this Agreement, including disputes relating to alleged breach or to termination of this Agreement under Section 9, other than disputes which are expressly prohibited herein from being resolved by this mechanism, shall be settled by binding Alternative Dispute Resolution (“ADR”) in the manner described below:

                    (i) If a party intends to begin an ADR to resolve a dispute, such party shall provide written notice (the “ADR Request”) to counsel for the other party informing such other party of such intention and the issues to be resolved. From the date of the ADR Request and until such time as any matter has been finally settled by ADR, the running of the time periods contained in Section 9.2 as to which party must cure a breach of this Agreement shall be suspended as to the subject matter of the dispute.

                    (ii) Within [***] business days after the receipt of the ADR Request, the other party may, by written notice to the counsel for the party initiating ADR, add additional issues to be resolved.

                    (iii) Disputes regarding the scope, validity and enforceability of Patents shall not be subject to this Section 10.3, except for Section 10.3(a), and shall be submitted to a court of competent jurisdiction.

          (c) The ADR shall be conducted pursuant to JAMS Comprehensive Arbitration Rules and Procedures then in effect, except that notwithstanding those rules, the following provisions shall apply to the ADR hereunder:

                    (i) The arbitration shall be conducted by a panel of three arbitrators (the “Panel”). The Panel shall be selected from a pool of retired independent federal judges (and others who have relevant experience in the pharmaceutical industry) to be presented to the Parties by JAMS. At least one arbitrator on the Panel shall have relevant experience in the pharmaceutical industry.

                    (ii) The time periods set forth in the JAMS rules shall be followed, unless a party can demonstrate to the Panel that the complexity of the issues or other reasons warrant the extension of one or more of the time tables. In such case, the Panel may extend such time tables, but in no event shall the time tables being extended so that the ADR proceeding extends more than [***] months from its beginning to the Award. In regard to such time tables, the Parties (A) acknowledge that the issues that may arise in any dispute involving this Agreement may involve a number of complex matters and (B) confirm their intention that each party will have the opportunity to conduct complete discovery with respect to all material issues involved in a dispute within the framework provided above. Within such time frames, each party shall have the right to conduct discovery in accordance with the Federal Rules of Civil

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

23

Procedure. The Panel shall not award punitive damages to either party and the Parties shall be deemed to have waived any right to such damages. The Panel shall, in rendering its decision, apply the substantive law of the State of California, without regard to its conflict of laws provisions, except that the interpretation of and enforcement of this Section 10.3(c)(ii) shall be governed by the Federal Arbitration Act. The Panel shall apply the Federal Rules of Evidence to the hearing. Any proceeding initiated hereunder shall take place in Cook County, Illinois. The fees of the Panels and JAMS shall be paid by the losing Party which shall be designated by the Panel. If the Panel is unable to designate a losing party, it shall so state and the fees shall be split equally between the Parties.

                    (iii) The Panel is empowered to award any remedy allowed by law, including money damages, multiple damages, prejudgment interest and attorneys’ fee, and to grant final, complete, interim, or interlocutory relief, including injunctive relief but excluding punitive damages.

                    (iv) Except as set forth in Section 10.3(c)(ii), above, each party shall bear its own legal fees. The Panel shall assess its costs, fees and expenses against the party losing the ADR unless it believes that neither party is the clear loser, in which case the Panel shall divide such fees, costs and expenses according to the Panel’s sole discretion.

                    (v) The ADR proceeding shall be confidential and the Panel shall issue appropriate protective orders to safeguard each Party’s Proprietary Information. Except as required by law, no party shall make (or instruct the Panel to make) any public announcement with respect to the proceedings or decision of the Panel without prior written consent of each other party. The existence of any dispute submitted to ADR, and the award, shall be kept in confidence by the Parties and the Panel, except as required in connection with the enforcement of such award or as otherwise required by applicable law.

     The Parties agree that judgment on any arbitral award issued pursuant to this Section 10.3 shall be entered in any United States District Court of competent jurisdiction, and each Party agrees to the co-exclusive personal jurisdiction of such courts for the purpose of entry of such a judgment.

     10.4 Counterparts. This Agreement may be executed in any number of counterparts and may be executed by facsimile. Each counterpart shall be deemed to be an original instrument, but all counterparts shall collectively constitute one and the same Agreement.

     10.5 Notices. In any case where any notice or other communication is required or permitted to be given hereunder, such notice of communication shall be in writing and sent by overnight express or registered or certified mail (with return receipt requested) and shall be sent to the following address (or such other address as any Party may designate from time to time in writing):

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

24

If to Company:

Archemix Corp.
One Hampshire Street
Cambridge, MA 02139
Telephone: (617) 621-7700
Telefax: (617) 621-9300
Attention: Marty Stanton, President

Copy to:
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC
One Financial Place
Boston, MA 02111
Telephone: (617) 542-6000
Telefax: (617) 542-2241
Attention: Jeffrey M. Wiesen, Esq.

If to Gilead (except as provided in Section 4.1(a) above):

Gilead Sciences, Inc.
333 Lakeside Drive
Foster City, California 94404
Telephone: (650) 522-5756
Telefax: (650) 522-5488
Attention: Vice President, Corporate Development

Copy to:
Gilead Sciences, Inc.
333 Lakeside Drive
Foster City, California 94404
Telephone: (650) 522-5783
Telefax: (650) 522-5537
Attention: Vice President and General Counsel

     10.6 Force Majeure. Each of the Parties hereto shall be excused from the performance of its obligations hereunder (except the payment of money) in the event such performance is prevented by force majeure, provided that the non-performing Party promptly provides notice of the prevention to the other Party. Such excuse shall be continued so long as the condition constituting force majeure continues and the non-performing Party makes and continues to make reasonable efforts to remove or overcome the condition. For the purposes of this Agreement, force majeure shall mean any act of God, fire, casualty, flood, war, earthquake, strike, failure of public utilities, any act, exercise, assertion or requirement of governmental authority, accident, epidemic, destruction of facilities, or such other similar occurrences beyond the control of the Party whose performance is affected.

     10.7 Limitation of Liability.

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

25

          (a) Except for each Party’s Indemnity obligations set forth in Section 7 above and excluding any measure of Damages available for enforcement of a Party’s intellectual property rights, in no event shall either Party or its Affiliates be liable for any indirect, special, exemplary, consequential or punitive damages, whether in contract, warranty, tort, strict liability or otherwise, arising out of such Party’s performance or nonperformance under this Agreement, even if it has been advised of the possibility of such damages.

          (b) Gilead’s cumulative liability for any and all claims, Damages or causes of action relating to this Agreement in the aggregate, but excluding Damages payable pursuant to its indemnity obligation set forth in Section 7.1(a) above, shall not exceed the amount of the Payment received by Gilead from Company pursuant to Section 3.1 above. Company’s cumulative liability for any and all claims, Damages or causes of action relating to this Agreement in the aggregate, but excluding Damages paid or payable pursuant to its indemnity obligation set forth in Section 7.1(b) above shall not exceed amounts payable by Company pursuant to Section 3.1. The existence of multiple claims will not enlarge these limits.

     10.8 Binding Effect: Assignment. This Agreement shall not be assigned, in whole or in part, by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld, provided, however, that either Party may assign this Agreement in connection with any merger, reorganization or sale of all or substantially all of its assets or capital stock without the prior consent of the other Party, if: (a) the proposed assignor has provided prior written notice of such assignment to the other Party, (b) the proposed assignee expressly agrees in writing to assume all of the assignor’s rights and obligations under this Agreement, and (c) in the event the assignor is Company, Company has paid all Payments under Section 3.1 above to Gilead prior to such assignment. Any attempted assignment or transfer not in compliance with this Section 10.8 shall be null and void. This Agreement shall inure to the benefit of and be binding upon each of the Parties hereto and their respective successors and permitted assigns.

     10.9 Entire Agreement. The terms and conditions herein contained and the Put Agreement and the Warrant constitute the entire agreement between the Parties relating to the subject matter of this Agreement and shall supersede all previous communications and agreements between the Parties with respect to the subject matter of this Agreement, including without limitation the Confidential Disclosure Agreement referred to in Section 1.24. Neither Party has entered into this Agreement in reliance upon any representation, warranty, covenant or undertaking of the other Party that is not set out or referred to in this Agreement.

     10.10 Attachments. All Exhibits and other attachments to this Agreement are by this reference incorporated herein and made a part of this Agreement.

     10.11 Amendment. This Agreement may be varied, amended or extended only by the written agreement of the Parties through their duly authorized officers or representatives, specifically referring to this Agreement.

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

26

     10.12 Severability. If any provision of this Agreement is found or declared to be invalid or unenforceable by any court or other competent authority having jurisdiction, such finding or declaration shall not invalidate any other provision hereof, and this Agreement shall thereafter continue in full force and effect. In the event any such provision is so declared invalid or unenforceable, the Parties shall negotiate an alternative provision that closely approximates the Parties’ intent, to the extent allowable under law.

     10.13 Headings. All section titles or captions contained in this Agreement, in any Exhibit referred to herein and the table of contents, if any, to this Agreement are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement.

     10.14 No Waiver of Rights. No failure or delay on the part of either Party in the exercise of any power or right hereunder shall operate as a waiver thereof. No single or partial exercise of any right or power hereunder shall operate as a waiver of such right or of any other right or power. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach hereunder.

     10.15 Remedies Cumulative: Specific Performance. All rights and remedies granted to either Party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies otherwise available to such Party at law or in equity. The Parties agree that any breach by either Party of, or failure of either Party to perform, any obligation under Section 8 of this Agreement shall constitute immediate and irreparable damage to the other Party which cannot be fully and adequately compensated in money damages and that, in the event of such breach or failure, the other Party shall be entitled to injunctive relief and specific performance in addition to any other remedies to which it may be entitled at law or in equity.

[Remainder of Page Intentionally Left Blank]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

27

     In Witness Whereof, the Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first written above.

Archemix Corp.

By:

Name:

Title:

Date:

Gilead Sciences, Inc.

By:

Name:

Title:

Date:

License Agreement
Signature Page

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit A

DOCUMENTATION

Binders

SELEX NON-PUBLIC PATENT APPLICATIONS

[***]       [***]

[***]       [***]

[***]       [***]

[***]       [***]

SELEX ARTICLES 1 (Contains one each of the articles from 1990 through 1996, listed on the file, “SELEX Articles 1990-2001” found on the SELEX Package CDROM.)

SELEX ARTICLES 2 (Contains one each of the articles from 1997 through 2001, including the Draft articles, listed on the file, “SELEX Articles 1990-2001” found on the SELEX Package CDROM.)

MISCELLANEOUS [***] I

[***]

Description:

[***] [***]

[***]

US Patent No. [***]

[***]

[***]

US Patent No. [***] (dated August 11, 1998)

US Patent No. [***] (dated November 14, 1995)

US Patent No. [***]dated November 11, 1997)

US Patent No. [***] (dated February 8, 2000)

[***]

US Patent No[***] is available on the Patents Referenced in Misc. [***] CDROM

[***]

Description:

[***]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

1

           [***]

[***]

                [***]

[***]

                 [***]

[***]

[***]

                 [***]

US Patents [***]; [***]; [***] and [***] are available on the Patents Referenced in Misc. [***] CDROM

[***]

US Patents [***]; [***] [***]; [***] and [***] are available on the Patents Referenced in Misc. [***] CDROM [***] [***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Description:

[***]

                 [***]

[***]

                 [***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

A-2

[***]

[***]

European Patent No. [***] in both German and English

(Application dated September 14, 1993)

[***]

[***] (EP Patent Application No. [***] is available on the Patents Referenced in Misc. [***] CDROM

[***]

     [***]

MISCELLANEOUS IP ISSUES 2

[***]

Description

Third New Divisional Application

[***]

[***]

[***]

[***]

[***]

[***]

AUDIT LETTERS

Description:

January 22, 2001

March 27, 2000

January 26, 2000

March 9, 1999

January 19, 1999

February 18, 1998

October 2, 1997

September 12, 1997

July 28, 1997

July 17, 1997

February 19, 1997

February 9, 1996

February 8, 1996

January 26, 1996

EMPLOYEE INVENTOR LIST FOR SELEX

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

Description:

[***]

COPY OF THE SELEX PROCESS CONFIDENTIAL BINDER (This document may also be found as “SELEX – Confidential Description” on the SELEX Package CDROM.)

Booklets

COPY OF THE SELEX PROCESS NON-CONFIDENTIAL BOOKLET (This document may also be found as “The SELEX Process – Non-Confidential” on the SELEX Package CDROM.)

Manuals

SELEX PROTOCOL MANUAL 1

SELEX PROTOCOL MANUAL 2

CDROMs

PATENTS REFERENCED IN MISCELLANEOUS [***]

SELEX PROTOCOL MANUAL

SELEX PACKAGE

EXHIBIT F

NEX [***]

NEX [***]

NEX [***]

NEX [***]

SELEX ARTICLES 1990 – 2001 (BIBLIOGRAPHY)

SELEX – CONFIDENTIAL DESCRIPTION

SELEX ARTICLE REPRINT – BOXES 1 – 16 (BIBLIOGRAPHY)

SELEX PROTOCOL MANUAL VOL. 1

SELEX PROTOCOL MANUAL VOL. 2

THE SELEX PROCESS – NON-CONFIDENTIAL

Boxes

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

A-4

     Sixteen (16) boxes containing one or more reprints of each article from the SELEX Articles binders. (The contents of each box are listed on the file, “SELEX Article Reprint – Boxes 1-16.”)

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

A-5

Exhibit B

PREEXISTING AGREEMENTS

1.	Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead as successor in interest to NeXstar.
2.	[***] Agreement and [***] Agreement (including [***]), dated [***], between NeXagen, Inc. and [***] (respectively, the “[***] Agreement” and the “[***] Agreement” and, collectively the “[***]”).
3.	[***] Agreement, dated [***], between NeXstar and [***] (the “[***] Agreement”).
4.	[***] Agreement, dated [***], between NeXstar and [***] [***] (the “[***] Agreement”).
5.	[***] Agreement, dated [***], among Gilead, [***] and University Technology Corporation (the “[***] Agreement”)
6.	Agreement, dated [***], between Gilead and [***].
7.	[***] Agreement, dated [***], among Gilead, NeXstar and [***] (including a [***] Amendment, dated [***]) (the “[***] Agreement”).

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

B-1

Exhibit C

LICENSED PATENTS

[***]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

C-1

Exhibit D

PATENTS EXCLUDED FROM SECTION 4.1

[***]

[***]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

D-1

Exhibit E

PRESS RELEASE

ARCHEMIX CONTACT:	GILEAD CONTACTS:
Investors and Media	Investors
Martin Stanton	Susan Hubbard
(617) 621-7700	(650) 522-5715
	Media
	Amy Flood (650) 522-5643

For Immediate Release

GILEAD LICENSES RIGHTS UNDER ITS SELEX AND
APTAMER PATENT ESTATE TO ARCHEMIX

Foster City, CA; and Cambridge, MA; October 23, 2001 – Gilead Sciences, Inc. (Nasdaq: GILD) announced today that it has out-licensed its previously unlicensed intellectual property rights under the SELEX™ (Systemic Evolution of Ligands through Exponential Enrichment) process patent estate to Cambridge, MA-based Archemix Corporation.

Gilead will receive $17.5 million in cash, $9.0 million in 2001 and $8.5 million in 2002. Additionally, Gilead will receive warrants in Archemix.

The agreement with Archemix provides exclusive rights to the SELEX process, including therapeutic and other commercial applications to the extent not already licensed under pre-existing agreements. Aptamers are three-dimensional oligonucleotides made through the SELEX process that bind to molecular targets in a manner conceptually similar to antibodies. Aptamers, like antibodies, have potential in a broad range of applications including therapeutic drug discovery and target validation.

“The very broad SELEX patent estate significantly expands the scope of our discovery platform,” said Martin Stanton, Ph.D., Archemix Founder and President. “Archemix is now positioned to use the complete array of selection technologies to accelerate all steps in the drug discovery process. We recognize that other companies have an interest in the SELEX technology and are looking forward to establishing productive partnerships to enable applications outside our core business.”

Gilead Sciences will retain a non-exclusive right to utilize this technology for internal research purposes.

“This deal is another important step for Gilead as we continue to focus solidly on our core competencies,” said John Martin, Ph.D., President and Chief Executive Officer of Gilead

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

E-1

Sciences. “Because of their expertise in the field of oligonucleotides, Archemix is poised to maximize the potential of this technology.”

About Archemix

Archemix Corporation (www.archemix.com), a privately held company located in Cambridge, Massachusetts, is developing the RiboReporter^TM platform to integrate all steps in drug discovery. RiboReporters are molecular sensors created through the process of in vitro evolution and can be used to build unique molecular profiling arrays that enable proteomic and metabolomic analysis. RiboReporter-based cellular assays make it possible to follow proteins, metabolites, and drugs in real time in live cells.

About Gilead Sciences

Gilead Sciences, Inc., headquartered in Foster City, CA, is an independent biopharmaceutical company that seeks to provide accelerated solutions for patients and the people who care for them. Gilead discovers, develops, manufactures and commercializes proprietary therapeutics for challenging infectious diseases (viral, fungal and bacterial infections) and cancer. Gilead maintains research, development or manufacturing facilities in the United States, Europe and Australia. For more information on Gilead Sciences, please visit the company’s Web site at www.gilead.com or call the Gilead Corporate Communications Department at 1-800-GILEAD-5 (1-800-445-3235).

# # #

SELEX is a trademark of Gilead Sciences, Inc.

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

E-2

Exhibit F

PROPRIETARY DUE DILIGENCE MATERIALS

Binders

REDACTED SELEX AGREEMENTS 1
University of Colorado
Description	Tab
[***]1[***]2[***]3[***]4[***]5[***]6[***]7[***]8[***]9[***]10[***]11[***]12[***]13[***]14
Becton, Dickinson & Company
Description	Tab
[***]1[***]2[***]3[***]4[***]5
[***]
Description	Tab
[***]1[***]2[***]3[***]4[***]5[***]6
REDACTED SELEX AGREEMENTS 2
[***]
Description	Tab
[***]1[***]2[***]3[***]4[***]5[***]6
Roche Molecular Systems
Description	Tab
[***]1[***]2[***]3[***]4
[***]
Description	Tab
[***]1[***]2[***]3[***]4[***]5
[***]
Description	Tab
[***]
[***]
Description	Tab
[***]
[***]
Description	Tab
[***]1[***]2[***]	3

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

F-1

SELEX NON-PUBLIC PATENT APPLICATIONS

[***]               [***]

[***]               [***]

[***]     [***]

[***]     [***]

SELEX ARTICLES 1 (Contains one each of the articles from 1990 through 1996, listed on the file, “SELEX Articles 1990-2001” found on the SELEX Package CDROM.)

SELEX ARTICLES 2 (Contains one each of the articles from 1997 through 2001, including the draft articles, listed on the file, “SELEX Articles 1990-2001” found on the SELEX Package CDROM.)

MISCELLANEOUS [***] I
[***]
Description	Tab
[***]
[***]
[***]
US Patent No. [***]
[***]
[***]
US Patent No. [***] (dated August 11, 1998)
US Patent No. [***] (dated November 14, 1995)
US Patent No. [***] (dated November 11, 1997)
US Patent No. [***] (dated February 8, 2000)
[***]
US Patent No. [***] is available on the Patents Referenced in Misc. [***] CDROM
ICT
Description	Tab
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
US Patents [***] and [***] are available on the Patents Referenced in Misc. [***] CDROM
[***]
US Patents [***] and [***] are available on the Patents Referenced in Misc. [***] CDROM
[***] [***]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

F-2

[***]
[***]
[***]
[***]
[***]
Description	Tab
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
European Patent [***] in both German and English (Application dated September 14, 1993)
[***]
[***] is available on the Patents Referenced in Misc. [***] CDROM
[***]
[***]
MISCELLANEOUS [***] 2
[***]
Description	Tab
Third New Divisional Application
[***]
[***]
[***]
[***]
[***]
[***]
Audit Letters
Description	Tab

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

F-3

January 22, 2001

March 27, 2000

January 26, 2000

March 9, 1999

January 19, 1999

February 18, 1998

October 2, 1997

September 12, 1997

July 28, 1997

July 17, 1997

February 19, 1997

February 9, 1996

February 8, 1996

January 26, 1996

COPY OF THE SELEX PROCESS CONFIDENTIAL BINDER (This document may also be found as “SELEX – Confidential Description” on the SELEX Package CDROM.)

Booklets

COPY OF THE SELEX PROCESS NON-CONFIDENTIAL BOOKLET (This document may also be found as “The SELEX Process – Non-Confidential” on the SELEX Package CDROM.)

Manuals

SELEX PROTOCOL MANUAL 1

SELEX PROTOCOL MANUAL 2

CDROMs

PATENTS REFERENCED IN MISCELLANEOUS [***]

SELEX PROTOCOL MANUAL

SELEX PACKAGE

     Exhibit F

     NEX [***]

     NEX [***]

     NEX [***]

     NEX [***]

     SELEX Articles 1990 – 2001 (Bibliography)

     SELEX – Confidential Description

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

F-4

     SELEX Article Reprint – Boxes 1 – 16 (Bibliography)

     SELEX Protocol Manual Vol. 1

     SELEX Protocol Manual Vol. 2

     The SELEX Process – Non-confidential

Boxes

Sixteen (16) boxes containing one or more reprints of each article from the SELEX Articles binders. (The contents of each box are listed on the file, “SELEX Article Reprint – Boxes 1-16.”)

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

F-5

Exhibit G

REDACTED COPIES OF PREEXISTING AGREEMENTS

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

G-2

Exhibit H

WIRE TRANSFER INSTRUCTIONS

Wells Fargo Bank
San Francisco, CA
ABA:       [***]
Account:      Gilead Sciences, Inc.
Number:      [***]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

H-1

Exhibit I

FORM OF WARRANT

[Expired]

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

I-2

Table of Contents

	PAGE
Recitals		1
1. Definitions		1
2. License		5
2.1 License Grants and Certain Restrictions		5
2.2 Negative Covenant of Company		6
2.3 Sublicensing Rights		6
2.4 Grant Back To Gilead		7
2.5 Assignment of Agreement and Delivery of Documentation		7
2.6 Assumed Liabilities		8
2.7 Modification of URC License Agreement.		8
3. Financial Terms		8
3.1 Consideration		8
3.2 Payment Procedure		9
3.3 Third Party Payments		9
3.4 Taxes		9
4. Patent Prosecution, Maintenance and Enforcement		9
4.1 Prosecution and Maintenance		9
4.2 Enforcement		10
4.3 Infringement of Third Party Rights		11
4.4 Reimbursement under Preexisting Agreements		12
5. Progress Report and Commercial Application		12
5.1 Progress Report		12
5.2 Commercial Application		12
6. Representations, Covenants and Warranties		13
6.1 Corporate Existence and Power		13
6.2 Authority and Binding Agreement		13
6.3 Additional Representations, Covenants and Warranties of Gilead		13
6.4 Additional Representations and Warranties of Company		15
6.5 Absence of Litigation		16
6.6 Survival of Warranties		16

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Table of Contents
(Continued)

	PAGE
6.7 Disclaimer of Warranties		16
7. Indemnification		17
7.1 Indemnity		17
7.2 Procedure		18
7.3 Insurance Coverage		18
7.4 Indemnification Payment		19
7.5 Survival		19
8. Confidentiality and Publicity		19
8.1 Proprietary Information; Exceptions		19
8.2 Authorized Disclosure		20
8.3 Return of Proprietary Information		21
8.4 Publicity		21
9. Term and Termination		21
9.1 Term		21
9.2 Termination Rights		21
9.3 Rights Upon Termination		22
9.4 Survival		22
10. Miscellaneous		22
10.1 Independence of Parties		22
10.2 Applicable Law		22
10.3 Dispute Resolution		22
10.4 Counterparts		24
10.5 Notices		24
10.6 Force Majeure		25
10.7 Limitation of Liability		26
10.8 Binding Effect: Assignment		26
10.9 Entire Agreement		26
10.10 Attachments		26
10.11 Amendment		27
10.12 Severability		27

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

ii.

Table of Contents
(Continued)

	PAGE
10.13 Headings		27
10.14 No Waiver of Rights		27
10.15 Remedies Cumulative: Specific Performance		27

Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

iii.

An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

EX-10.11

Exhibit 10.11

Execution Copy: August 21, 2003

SETTLEMENT AGREEMENT AND RELEASE

     This Settlement Agreement and Release (the “Agreement”) is made and entered into as of the date of the last signature below (the “Effective Date”), by and among Gilead Sciences, Inc. (in its own capacity and as successor in interest to NeXstar Pharmaceuticals, Inc., successor in interest to NeXagen, Inc.), a Delaware corporation, with its principal place of business at 333 Lakeside Drive, Foster City, CA, 94404 (“Gilead”), Archemix Corp., a Delaware corporation, with its principal place of business at 1 Hampshire Street, 5th Floor, Cambridge, MA 02139 (“Archemix”), and University License Equity Holdings, Inc. (formerly known as University Technology Corporation, successor in interest to University Research Corporation), a Colorado corporation, having a mailing address at 4001 Discovery Drive, Suite 390C, Boulder, CO 80309 (“ULEHI”). Gilead, Archemix and ULEHI are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

     A. Whereas, University Research Corporation and NeXagen, Inc., entered into that certain License Agreement dated as of July 17, 1991, pursuant to which NeXagen, Inc. obtained rights to certain patents and technology relating to the SELEX Process;

     B. Whereas, the July 17, 1991 agreement was subsequently amended on October 26, 1992, April 5, 1994, and September 5, 1996 and ultimately restated on June 25, 1998 as the Restated Assignment and License Agreement (the “URC License Agreement”);

     C. Whereas, pursuant to the merger of Gilead with NeXstar on July 29, 1999, Gilead assumed all rights, claims, obligations and liabilities of NeXstar under the URC License Agreement by virtue of such merger;

     D. Whereas, Archemix and Gilead have entered into that certain License Agreement dated October 23, 2001, pursuant to which Gilead granted to Archemix rights under the URC License Agreement (the “Archemix Agreement”); and

     E. Whereas, ULEHI delivered a Termination Notice to Gilead dated November 21, 2002, (the “Termination Notice”), which alleged certain breaches of the URC License Agreement by Gilead; and

     F. Whereas, the Parties desire to amicably settle and resolve, and release Gilead and Archemix from, any and all claims relating to or arising in connection with those matters alleged in the Termination Notice and/or in connection with the URC License Agreement solely as it relates to the Archemix Agreement.

AGREEMENT

     Now, Therefore, in consideration of the foregoing, of the mutual covenants and undertakings contained herein and of other good and valuable consideration, the receipt and and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     1. Definitions. Capitalized terms used in this Agreement, unless otherwise indicated, shall have the meanings set forth in the URC License Agreement; provided, however, that, with respect to Section 2(b) below, “Archemix” shall be substituted for “NeXstar” in the meanings of capitalized terms set forth in the URC License Agreement.

     2. Payments.

          (a) By Gilead.

               (i) Gilead will pay to ULEHI an amount equal to [***] dollars ($[***]), payable in [***] equal installments of [***] dollars ($[***]). The first such installment shall be paid by Gilead within [***] business days of the Effective Date. Each of the remaining three installments shall be paid, respectively, on the first, second and third [***] of the Effective Date.

               (ii) Gilead will transfer to ULEHI a warrant to purchase [***] ([***]) shares of Archemix Common Stock, pursuant to the Warrant Transfer Agreement executed by the Parties of even date herewith.

               (iii) The first sentence of Section 5.2(a) of the URC License Agreement is hereby amended to provide that Gilead will pay to ULEHI earned royalties on Net Sales of Licensed Products by non-Affiliate sublicensees equal to [***] percent ([***]%) of any earned royalties received by Gilead from its sublicensees with respect to such Net Sales of Licensed Products. Gilead further agrees that, notwithstanding any modifications to the existing terms of such sublicenses after the Effective Date (including but not limited to any modifications that result in advances credited against royalties owed to Gilead under such sublicenses on future Net Sales or any conversion of ongoing royalties owed to Gilead under such sublicenses on future Net Sales into a fixed amount of License Fees), or any modifications to the existing corporate relationships between Gilead and such sublicensees (including but not limited to Gilead acquiring or being acquired by [***] or any of their affiliates), the royalty payable to ULEHI in connection with Net Sales of Licensed Products by such sublicensee will not be less than [***] percent ([***]%) of any earned royalties that Gilead would be entitled to receive from such sublicensee on such Net Sales under the terms of such sublicenses as of the Effective Date (including but not limited to any terms that provide for a reduction in royalty rates for royalties paid to third parties). Gilead agrees to make the payments to ULEHI under this paragraph 2(a)(iii) and to provide ULEHI with reports relating to such payments in accordance with Section 6 of the URC License Agreement. In connection with any modifications to such sublicenses, Gilead agrees to require the sublicensees to continue to provide Gilead with ongoing reports sufficient for Gilead to satisfy such Gilead reporting obligations.

          (b) By Archemix.

               (i) Archemix will pay to ULEHI earned royalties equal to [***] percent ([***]%) on Net Sales by Archemix and Archemix Affiliates of Licensed Products.

               (ii) Archemix will pay to ULEHI earned royalties equal to [***] percent ([***]%) on License Fees, Milestone Payments and royalty payments on Net Sales

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

received by Archemix and Archemix Affiliates from sublicensees as consideration for a sublicense granted under the Archemix Agreement; provided, however, that the foregoing shall not apply to any consideration received by Archemix pursuant to its [***] with [***].

Archemix shall provide reports to and make payments to ULEHI in accordance with Section 6 of the URC License Agreement. Gilead hereby [***] guarantees the payment of all such royalties by Archemix.

     3. Release of Claims. ULEHI, on its own behalf, on behalf of its affiliates and on behalf of its assigns, attorneys, agents, accountants, legal representatives, officers, directors, shareholders, partners, employees, contractors, predecessors, successors, subsidiaries, members and parents (collectively, the “ULEHI Releasing Parties”), hereby absolutely and unconditionally releases, waives, forever discharges and agrees not to sue or otherwise commence any action against Gilead, Archemix, each of Gilead’s and Archemix’s affiliates and their respective assigns, attorneys, agents, accountants, legal representatives, officers, directors, shareholders, partners, employees, contractors, predecessors, successors, subsidiaries, members and parents from any and all claims, counterclaims, rights, demands, obligations, debts, liabilities, judgments, suits, causes of action and actions of any kind, nature or description whatsoever, in law or in equity, judicial or administrative, civil or criminal, whether or not now known, claimed, asserted, suspected, or discoverable, arising or accruing at any time prior to and including the Effective Date, that any of them may ever have had or claimed to have had, from the beginning of time to the date hereof, or which may hereafter accrue against any one of the above listed entities based upon any acts or omissions occurring prior to the date of this Agreement that relate to any of the matters alleged in the Termination Notice or arising out of the URC License Agreement solely as it relates to the Archemix Agreement.

Each of the ULEHI Releasing Parties understands and acknowledges the significance and consequence of releasing all of such claims (including presently unknown, unasserted, unsuspected. or undiscovered claims) and hereby assume full risk and responsibility for any and all injuries, losses, damages, assessments, penalties, charges, expenses, costs, and/or liabilities that they may hereafter incur or discover that in any way arise out of or relate to such claims. To the extent that any provision of applicable law may purport to preserve the rights of any ULEHI Releasing Party to assert presently unknown, unasserted, unsuspected, or undiscovered claims or causes of action, such ULEHI Releasing Party hereby specifically and expressly waives its rights under such provision.

     Without limitation of the foregoing, each of the ULEHI Releasing Parties acknowledges and agrees that this release includes any claims that (i) the execution and performance of the Archemix Agreement was or is a breach or violation the URC License Agreement or any provision thereof, (ii) the Archemix Agreement did or does not fully comply with all provisions of the URC License Agreement relating to sublicenses thereunder, and (iii) the grant by Archemix of a [***] to [***] under the Archemix Agreement and the performance thereof was or is a breach or violation the URC License Agreement or any provision thereof.

     Gilead, on its own behalf, on behalf of its affiliates and on behalf of its assigns, attorneys, agents, accountants, legal representatives, officers, directors, shareholders, partners, employees,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

contractors, predecessors, successors, subsidiaries, members and parents (collectively, the “Gilead Releasing Parties”), hereby absolutely and unconditionally releases, waives, forever discharges and agrees not to sue or otherwise commence any action against any of the ULEHI Releasing Parties, in their capacities as such, from any and all claims, counterclaims, rights, demands, obligations, debts, liabilities, judgments, suits, causes of action and actions of any kind, nature or description whatsoever, in law or in equity, judicial or administrative, civil or criminal, whether or not now known, claimed, asserted, suspected, or discoverable, arising or accruing at any time prior to and including the Effective Date, that any of them may ever have had or claimed to have had, from the beginning of time to the date hereof, or which may hereafter accrue against any one of the above listed entities based upon an assertion that any acts or omissions occurring prior to the date of this Agreement by any of the ULEHI Releasing Parties (acting in their capacity as such) in connection with the negotiation or execution of the Archemix Agreement breached any of ULEHI’s obligations to Gilead (excluding any claims relating to a breach of any representation, warranty or covenants concerning intellectual property licensed by ULEHI to Gilead) or tortiously interfered with any of Gilead’s contractual or business relationships.

Each of the Gilead Releasing Parties understands and acknowledges the significance and consequence of releasing all of such claims (including presently unknown, unasserted, unsuspected. or undiscovered claims) and hereby assume full risk and responsibility for any and all injuries, losses, damages, assessments, penalties, charges, expenses, costs, and/or liabilities that they may hereafter incur or discover that in any way arise out of or relate to such claims. To the extent that any provision of applicable law may purport to preserve the rights of any Gilead Releasing Party to assert presently unknown, unasserted, unsuspected, or undiscovered claims or causes of action, such Gilead Releasing Party hereby specifically and expressly waives its rights under such provision.

     4. Denial of Liability. The promises contained in this Agreement and the acts done hereunder shall not be construed at any time for any purpose as an admission of liability by any Party.

     5. Confidentiality. The terms of this Agreement shall be held in confidence by the Parties and shall not be publicized or disclosed in any manner whatsoever without the prior written permission of each Party. Notwithstanding the foregoing each Party may disclose the terms of this Agreement: (a) in confidence to its attorneys, accountants, auditors, tax preparers, and financial advisors; (b) as necessary to fulfill standard or legally required corporate reporting or disclosure requirements, provided that the disclosing party shall provide the other party with a draft of any such required reporting or disclosure relating to this Agreement at least [***] business days in advance to permit the other party to review and comment on the accuracy or completeness of the reporting or disclosure; (c) upon request from any government entity, provided that notice shall be given to the other party to permit the other party to seek an appropriate protective order; and (d) insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. In addition, ULEHI may disclose the terms of this Agreement on a confidential basis as part of its regular reporting to the inventors (Larry Gold and Craig Tuerk) and to those representatives of the University of Colorado who have a “need to know” of its terms because of the economic interests granted in the proceeds from the URC

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

License Agreement or this Agreement to such representatives under the technology transfer policies of the University of Colorado that may be applicable to ULEHI from time-to-time; provided that such individuals are subject to the same confidentiality obligations as those set forth herein.

     6. Representations. The Parties hereby warrant and represent, each to the other, that: (a) it has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the giving and receipt of the consideration provided herein have been duly authorized by all necessary corporate action on the part of each Party and that the person executing and delivering this Agreement on behalf of each Party has been duly authorized by such Party to so act on such Party’s behalf; (c) the execution and delivery of this Agreement does not violate any agreement, governmental statute, rule or regulation by which either Party is bound or any order, writ, judgment, injunction, decree, determination or ward which has been entered against either Party; and (d) the consideration received for this Agreement is fair, reasonable, sufficient, just and adequate and constitutes lawful consideration supporting the execution of this Agreement. ULEHI further warrants and represents that it has the authority to represent the interests of all of the ULEHI Releasing Parties. Gilead further warrants and represents that it has provided ULEHI with all amendments entered into through the Effective Date by Gilead that modify the terms of the sublicenses subject to paragraph 2(a)(iii) of this Agreement.

     7. General.

          (a) Governing Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Colorado, without reference to its choice of law rules.

          (b) Disputes. Any claim or cause of action, whether legal or equitable, arising out of or based upon this Agreement or related documents shall be settled by arbitration in Denver, Colorado in accordance with Section 15 of the URC License Agreement. In any such arbitration, the arbitrator, in its discretion, may award a party its reasonable attorney’s fees and costs incurred, in addition to any other damages.

          (c) Effect on URC License Agreement. The URC License Agreement shall remain in full force and effect, except as modified by this Agreement. In particular, and not by way of limitation, the royalty obligations under section 5 of the URC License Agreement shall continue to be applicable to the activities and to payments made or received by Gilead or its sublicensees, subject to the provisions of paragraph 2(a)(iii) of this Agreement.

          (d) Effect on Archemix Agreement. The Archemix Agreement shall remain in full force and effect and shall not be amended or modified hereby.

          (e) Entire Agreement. This Agreement, the Warrant Transfer Agreement, the URC License Agreement as amended hereby, and the Archemix Agreement, contain the entire agreement among and/or between the Parties hereto with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral, other than documents referred to herein. This Agreement may not be

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

amended or modified except in a writing signed by a duly authorized representative of each Party.

          (f) Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

          (g) Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          (h) Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.

          (i) Counterparts. This Agreement may be executed in any number of counterparts and may be executed by facsimile. Each counterpart shall be deemed to be an original instrument, but all counterparts shall collectively constitute one and the same Agreement.

          (j) Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of the Parties hereto, their successors-in-interest, heirs, assigns, officers, employees, attorneys, agents, devisees, legatees, personal representatives, trustees, directors and shareholders.

          (k) Review by Counsel. Each Party acknowledges that it has read this Agreement and understands all of its terms, and that this Agreement is executed voluntarily, without duress, and with full knowledge of its legal significance. Each Party has received independent legal advice from its attorney with respect to the legal consequences of making the settlement and release provided for herein and with respect to the execution of this Agreement.

          (l) Miscellaneous. A single number, when used herein, shall include the plural, and the plural shall include the singular, as the context may require. Masculine, feminine and neuter gender shall include such other genders as are appropriate.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Execution Copy: August 21, 2003

     In Witness Whereof, the Parties have caused this Agreement to be executed by their duly authorized officers on the dates set forth below, to be effective as of the date of the last signature below.

Gilead Sciences, Inc.	University License Equity Holdings, Inc.
By:	By:
Name: John F. Milligan	Name:
Title: SVP, Chief Financial Officer	Title:
Date:	Date:
Archemix Corp.
By:
Name:
Title:
Date:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

EX-10.12

Exhibit 10.12

AMENDED AND RESTATED LICENSE AGREEMENT

     THIS AMENDED AND RESTATED LICENSE AGREEMENT (together with the exhibits hereto, this “Agreement”) is entered into as of June 14, 2007 (the “Restatement Execution Date”) and effective as of the Restatement Effective Date (as defined below), by and among Archemix Corp., a Delaware corporation with its principal place of business located at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and SomaLogic, Inc., a Delaware corporation with its principal place of business located at 1775 38^th Street, Boulder, CO 80301 (“SomaLogic”). Each of Archemix and SomaLogic may be referred to herein as a “Party” and together as the “Parties.”

RECITALS

     Whereas, the Parties entered into a License Agreement (the “Original Agreement”) effective as of September 4, 2003 (the “Original Agreement Effective Date”); and

     Whereas, the Parties desire to amend and restate in all respects the Original Agreement such that (inter alia) the licenses granted therein continue and certain terms, including Target Validation and Drug Screening, related thereto are clarified and additional licenses are granted herein; and

     Whereas, the Parties have mutually agreed to replace and supersede the terms of the Original Agreement with those set forth in this Agreement as of the Restatement Effective Date.

     NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1
DEFINITIONS

     Unless otherwise specifically provided herein, the following terms shall have the following meanings:

     1.1 “AAA” shall have the meaning set forth in Exhibit 10.6(b), Section A(2).

     1.2 “Affirmative Notice” shall have the meaning set forth in Section 2.2.1.3.1.

     1.3 “Aptamer” shall mean a non-naturally occurring nucleic acid ligand, which may be identified, e.g., through the SELEX Process, having a specific binding affinity for a target molecule, including without limitation, small molecules and proteins, and any structural variations and modifications, derivatives, homologs, analogs or mimetics thereof, but excluding Photoaptamers.

     1.4 “Aptamer-Specific Patent Rights” shall mean any Patent Rights on a claim-by-claim basis that solely cover specific Aptamer or Photoaptamer sequences and/or uses of such sequences.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     1.5 “Aptamer Therapeutic Product” shall mean an Aptamer that is, or is a component of, a therapeutic drug.

     1.6 “Affiliate” shall mean any entity owned, owning or under common ownership with a Party to this Agreement to the extent of at least fifty percent (50%) of the equity (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) having the power to vote on or direct the affairs of the entity and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such entity. Notwithstanding the foregoing, neither Party shall be an “Affiliate” of the other Party, or any of its Affiliates, for the purposes of this Agreement.

     1.7 “Archemix Collaborative Partner” shall mean any Third Party with whom Archemix is engaged, from time to time, in a collaborative effort to research, develop or commercialize Aptamers or Photoaptamers, which collaborative effort is evidenced by a written agreement. For purposes of clarity, as used in this definition, a “collaborative effort” includes, without limitation, out-licensing of products developed by Archemix or its Affiliates.

     1.8 “Archemix Licensed Patents” shall mean any Patent Rights that are Controlled by Archemix as a result of the Gilead-Archemix Agreement as of the Restatement Effective Date, including, without limitation, the Patent Rights listed on Exhibit 1.8 but excluding Aptamer-Specific Patent Rights.

     1.9 “Archemix Licensed Products” shall mean any product for use in the Gilead-Archemix Field, the making, using, selling or offering for sale of which would infringe a SomaLogic EC Patent but for the license(s) granted herein.

     1.10 “Archemix Patents” shall mean the Patent Rights that are Controlled by Archemix that relate to SELEX methods or processes and/or Aptamer or Photoaptamer methods, compositions, and/or uses thereof as of the Restatement Effective Date, but excluding (a) Aptamer-Specific Patent Rights and (b) Archemix Licensed Patents.

     1.11 “Archemix EC Royalties” shall have the meaning set forth in Section 3.1.1.

     1.12 “Archemix CD Royalties” shall have the meaning set forth in Section 3.1.3.

     1.13 “Breaching Party” shall have the meaning set forth in Section 7.2.

     1.14 “Clinical Diagnostic Field” shall mean the assaying, testing or determination outside of a living organism, of a substance in any biological test material, in connection with clinical practice, for the purpose of identifying, characterizing, defining or diagnosing a disease or other condition in humans or animals, including without limitation, a determination of the state of health, in order to treat or prevent disease.

     1.15 “Companion Diagnostic Product(s)” shall have the meaning set forth in Section 2.6.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.16 “Companion Diagnostic Product Option” shall have the meaning set forth in Section 2.6.

     1.17 “Confidential Information” shall have the meaning set forth in Section 4.1.

     1.18 “Control” or “Controlled” shall mean, with respect to any intellectual property right, including, without limitation, any Patent Rights, possession of the right, whether by ownership or license, to assign or to grant licenses, sublicenses, immunities or other rights as provided for herein under such right without the payment of additional consideration to, and without violating the terms of any agreement or other arrangement with, any Third Party. For purposes of clarity, two (2) or more entities may Control rights to different territories or fields of use under the same Patent Rights.

     1.19 “Cost of Goods Sold” shall mean the cost of manufacturing a Product, using, as the case may be, SomaLogic’s or Archemix’s standard accounting procedures and computed in accordance with GAAP. Such cost shall include the fully burdened cost of all raw materials, auxiliaries and other ingredients, labor and overhead, depreciation, maintenance and repair and shall also include reasonable expenses for services and transportation charges and any royalties paid to Third Parties in connection with the manufacturing process or materials used. “Cost of Goods” shall not include general and administrative expenses, sales and marketing costs.

     1.20 “GAAP” shall mean generally accepted U.S. accounting principles consistently applied.

     1.21 “Default” shall have the meaning set forth in Section 7.2.

     1.22 “Disclosing Party” shall have the meaning set forth in Section 4.1.

     1.23 “Dispute” shall have the meaning set forth in Section 10.6.

     1.24 “Drug Screening Field” shall mean the use of Aptamers or Photoaptamers as competitive binding agents in displacement assays for in vitro screening of potential therapeutic drugs as described in [***].

     1.25 “EC Royalty Term” shall have the meaning set forth in Sections 3.2.1.

     1.26 “EC Technology License Agreement” shall mean that certain License Agreement between SomaLogic, Inc. and EC Technology LLC dated June 14, 2004, as amended on or about June 14, 2007.

     1.27 “Exclusive Target Notice” shall have the meaning set forth in Section 2.2.1.1.

     1.28 “Exclusive Targets” shall mean the targets designated from time to time by Archemix pursuant to Section 2.2.1.1.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.29 “Ex Vivo Field” shall mean all uses of Aptamers or Photoaptamers outside of a human body. For purposes of clarity, the Ex Vivo Field includes, without limitation, uses of Aptamers or Photoaptamers in the Drug Screening Field and the Target Validation Field. Notwithstanding the foregoing, the Ex Vivo Field specifically excludes uses of Aptamers or Photoaptamers in the Purification Field and the Manufacturing Purification Field.

     1.30 “Force Majeure Event” shall have the meaning set forth in Section 10.1.

     1.31 “Gilead-Archemix Agreement” shall mean the License Agreement entered into by and between Gilead Sciences, Inc. and Archemix Corp. dated October 23, 2001.

     1.32 “Gilead-Archemix Field” shall have the meaning ascribed to the term “Licensed Field” as set forth in the Gilead-Archemix Agreement as clarified by the Gilead-SomaLogic Agreement Clarification.

     1.33 “Gilead-SomaLogic Agreement” shall mean the License, Assignment and Sale Agreement entered into by and among Gilead Sciences, Inc., SomaLogic and University Technology Corporation dated November 11, 1999.

     1.34 “Gilead-SomaLogic Agreement Clarification” shall mean the agreement of interpretation of Section 1.12 of the Gilead-SomaLogic Agreement entered into by the Parties as of the Original Agreement Effective Date.

     1.35 “Gilead-SomaLogic Field” shall have the meaning ascribed to the term “In Vitro Diagnostics” as set forth in the Gilead-SomaLogic Agreement Clarification.

     1.36 “Indemnified Party” shall have the meaning set forth in Section 8.3.

     1.37 “Indemnifying Party” shall have the meaning set forth in Section 8.3.

     1.38 “In Vivo Imaging Field” shall mean all uses of Aptamers or Photoaptamers for in vivo imaging, to the extent that such uses are not subject to Patent Rights Controlled by Schering AG as a result of the License Agreement and Collaborative Research Agreement, dated November 16, 1993, between NeXagen, Inc. and Schering AG.

     1.39 “Losses” shall have the meaning set forth in Section 8.2.

     1.40 “Licensed Aptamer” shall have the meaning set forth in Section 2.2.1.2.

     1.41 “Licensed Patents” shall mean, collectively, the Archemix Licensed Patents and the SomaLogic Licensed Patents including, without limitation, the patents and patent applications listed on Exhibit 1.8 and Exhibit 1.70 attached hereto.

     1.42 “Licensor Party” shall have the meaning set forth in Section 2.8.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.43 “Manufacturing Purification Field” shall mean all uses of Aptamers or Photoaptamers as Purification Agents for isolation of materials to be sold. For purposes of clarity, the Manufacturing Purification Field includes uses of Aptamers or Photoaptamers as Purification Agents in the isolation of manufacturing intermediates that undergo subsequent modification(s) prior to sale.

     1.44 “Net Sales” shall mean the amount invoiced by a Party or its Affiliates (a “Selling Party”) for sales of a Product to unaffiliated Third Parties less the following deductions applicable to the Product for:

          (a) transportation charges and insurance charges paid by the Selling Party;

          (b) sales and excise taxes or customs duties paid by the Selling Party or any other governmental charges imposed upon the sale of the Product and paid by the Selling Party exclusive of taxes on the income of the Selling Party;

          (c) fees paid to distributors, consignees or agents in connection with the sale of the Product;

          (d) rebates and premiums granted in connection with the sale of a Product;

          (e) credits to customers on account of governmental requirements, price differences, rejection, outdating, returns or recalls of the Product;

          (f) quantity discounts, cash discounts or chargebacks granted in connection with the sale of the Product;

          (g) provisions for price reductions; and

          (h) the Selling Party’s standard allowance as demonstrated to the other Party’s reasonable satisfaction, and in no case in excess of [***] percent ([***]%).

     1.45 “New Archemix License” shall mean any license granted by Archemix to SomaLogic under this Agreement as of the Restatement Effective Date but not including any of the licenses granted in the Original Agreement and continuing under this Agreement. For purposes of clarity, the New Archemix License shall exclude , without limitation, the licenses granted under Section 2.1.1 in the Original Agreement, the licenses granted within the Target Validation Field in the Original Agreement, the licenses granted within the Drug Screening Field in the Original Agreement, and the licenses granted to the use of Aptamers or Photoaptamers as Purification Agents within the Clinical Diagnostics Field in the Original Agreement.

     1.46 “New SomaLogic License” shall mean any license granted by SomaLogic to Archemix under this Agreement as of the Restatement Effective Date but not including any of the licenses granted in the Original Agreement and continuing under this Agreement. For purposes of clarity, the New SomaLogic License shall exclude without limitation, the licenses granted under Sections 2.2.1 (other than the licenses granted under sub-sections 2.2.1.1 and 2.2.1.2) in the Original Agreement, the licenses granted in Section 2.2.2 in the Original

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

Agreement, the licenses granted in Section 2.2.3 in the Original Agreement, and the licenses granted in Section 2.2.4 in the Original Agreement.

     1.47 “Non-Selling Party” shall mean the Party that is not a Selling Party.

     1.48 “Other Archemix Patent Rights” shall mean any Patent Rights, other than Archemix Licensed Patents and Archemix Patents, that come to be Controlled by Archemix after the Restatement Effective Date and that claim or relate to SELEX methods or processes and/or Aptamer or Photoaptamer methods, compositions and/or uses of such methods, processes or compositions but excluding Aptamer-Specific Patent Rights except as otherwise expressly set forth herein.

     1.49 “Other SomaLogic Patent Rights” shall mean any Patent Rights, other than SomaLogic Licensed Patents, SomaLogic Patents, and SomaLogic EC Patents, that come to be Controlled by SomaLogic after the Restatement Effective Date and that claim or relate to SELEX methods or processes and/or Aptamer or Photoaptamer methods, compositions and/or uses of such methods, processes or compositions but excluding Aptamer-Specific Patent Rights except as otherwise expressly set forth herein.

     1.50 “Partnering Agreement” shall have the meaning set forth in Section 2.2.1.3.2.

     1.51 “Patent Rights” shall mean all rights and interests in and to issued patents and pending applications, including non-provisional patents and non-provisional patent applications, and all divisions, continuations and continuations-in-part thereof, patents issuing on any of the foregoing, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, as well as any certificates of invention or applications therefor, and all foreign equivalents of any of the foregoing.

     1.52 “Photoaptamer” shall mean an Aptamer that includes a photoreactive chemical, including, without limitation, a brominated deoxyuridine (BrdU), that forms a covalent crosslink with its target molecule when exposed to radiation including, without limitation, ultraviolet light.

     1.53 “PhotoSELEX” or “PhotoSELEX Process” shall mean the SELEX process modified for the identification of PhotoAptamers.

     1.54 “Procuring” shall have the meaning set forth in Section 5.2.

     1.55 “Product” shall mean, as dictated by the context, an Archemix Licensed Product, a Companion Diagnostic Product, and/or a SomaLogic Licensed Product.

     1.56 “Proposed Terms” shall have the meaning set forth in Section 2.2.1.3.1.

     1.57 “Protein Profiling Aptamer Array” shall mean an array populated by more than one species of Aptamer that can detect the presence or concentration of one or more proteins from a sample.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

     1.58 “Purification Agent” shall mean a compound that is used to enrich, deplete, or isolate one or more components of a solution or mixture.

     1.59 “Reserved Targets” shall mean the targets listed on Exhibit 1.58 attached hereto.

     1.60 “Purification Field” shall mean all uses, other than uses in the Manufacturing Purification Field, of Aptamers or Photoaptamers as Purification Agents. For purposes of clarity, the Purification Field specifically excludes uses of Aptamers or Photoaptamers in the Manufacturing Purification Field.

     1.61 “Receiving Party” shall have the meaning set forth in Section 4.1.

     1.62 “Release” shall have the meaning set forth in Section 2.9.

     1.63 “Restatement Effective Date” shall mean the later of (a) the date of receipt by Archemix of an executed copy of the EC License Amendment and (b) the date of receipt by each Party of a Final Acceptance Notice from the other Party.

     1.64 “RiboReporters” shall mean allosteric ribozymes whose catalytic activity is changed or modulated by the presence of a specific target.

     1.65 “Robotic SELEX” shall mean the process, equipment and reagents required to perform SELEX or PhotoSELEX in an automated process.

     1.66 “CD Royalty Term” shall have the meaning set forth in Section 3.2.3.

     1.67 “SELEX or SELEX Process” shall mean any process for the selection or identification of Aptamers.

     1.68 “SELEX Technology” means any process for modifying, optimizing, and/or stabilizing an Aptamer wherein such modification, optimization, or stabilization includes without limitation minimization, truncation, conjugation, complexation, substitution, deletion, and/or incorporation of modified nucleotides. Notwithstanding the foregoing, SELEX Technology specifically excludes any subject matter claimed in any of the SomaLogic EC Patents.

     1.69 “Selling Party” shall have the meaning set forth in Section 1.45.

     1.70 “SomaLogic Collaborative Partner” shall mean any Third Party with whom SomaLogic is engaged, from time to time, in a collaborative effort to research, develop or commercialize Aptamers or Photoaptamers, which collaborative effort is evidenced by a written agreement. For purposes of clarity, as used in this definition, a “collaborative effort” includes, without limitation, out-licensing of products developed by SomaLogic or its Affiliates.

     1.71 “SomaLogic Diagnostic” shall have the meaning set forth in Section 2.6.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

     1.72 “SomaLogic Licensed Patents” shall mean any Patent Rights that are Controlled by SomaLogic as a result of the Gilead-SomaLogic Agreement as of the Restatement Effective Date, including, without limitation, the Patent Rights listed on Exhibit 1.70 but excluding Aptamer-Specific Patent Rights.

     1.73 “SomaLogic Licensed Products” shall mean any product for use in the Manufacturing Purification Field, the making, using, selling or offering for sale of which would infringe an Archemix Licensed Patent or an Archemix Patent but for the license(s) granted herein.

     1.74 “SomaLogic Patents” shall mean any Patent Rights that are Controlled by SomaLogic that relate to SELEX methods or processes and/or Aptamer methods, compositions and/or uses as of the Restatement Effective Date, but excluding (a) Aptamer Specific Patent Rights, (b) SomaLogic Licensed Patents, and (c) SomaLogic EC Patents.

     1.75 “SomaLogic EC Patents” shall mean any Patent Rights that are Controlled by SomaLogic as a result of the EC Technology License Agreement including, without limitation, the Patent Rights identified in Exhibit 1.73.

     1.76 “SomaLogic Royalties” shall have the meaning set forth in Section 3.1.2.

     1.77 “SomaLogic Royalty Term” shall have the meaning set forth in Section 3.2.2.

     1.78 “Sublicense Income” shall mean all payments received by a Party as consideration for the grant by such Party of a sublicense to a Third Party of any of the rights granted to it herein pursuant to Section 2.1.6 (in the case of SomaLogic) and Section 2.2.5 (in the case of Archemix), excluding (a) payments made under such sublicense in consideration of the issuance of equity or debt securities of such Party to the extent that the price paid for such equity does not exceed the then fair market value of such equity and (b) payments made under such sublicense which are required to be used to support or fund research and development activities to be undertaken by such Party pursuant to a budget for sponsored research that is based on full-time equivalent or other cost-accounting methodologies that are consistent with then current industry practices.

     1.79 “Sublicensee Party” shall have the meaning set forth in Section 2.8.2.

     1.80 “Target” shall mean any protein receptor, and/or any protein ligand to a protein receptor, that SomaLogic, its Affiliates, or its sublicensees, in good faith, reasonably intends to pursue under the New Archemix License.

     1.81 “Target Validation Field” shall mean the use of Aptamers or Photoaptamers to bind to a target molecule in vivo or in cell culture assays to activate, inhibit or otherwise modulate the activity of the target molecule and thereby demonstrate that such activation, inhibition or modulation is potentially useful for development of a therapeutic drug.

     1.82 “Term” shall have the meaning set forth in Section 7.1.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

     1.83 “Terminating Party” shall have the meaning set forth in Section 7.2.

     1.84 “Territory” shall mean worldwide.

     1.85 “Therapeutic Partnering Agreement” shall have the meaning set forth in Section 2.2.1.3.1.

     1.86 “Therapeutic Partnering Agreement Notice” shall have the meaning set forth in Section 2.2.1.3.1.

     1.87 “Third Party” shall mean any person or entity other than Archemix, SomaLogic and their respective Affiliates.

     1.88 “Third Party Agreement” shall have the meaning set forth in Section 2.8.

     1.89 “Third Party Licensor” shall have the meaning set forth in Section 2.8.

     1.90 “Third Party Payments” shall have the meaning set forth in Section 2.8.2.

     1.91 “Valid Claim” shall mean any claim of a pending patent application or an issued, unexpired patent that has not been (a) finally cancelled, withdrawn, abandoned or rejected in a decision by any administrative agency or other body of competent jurisdiction, which decision is unappealable or unappealed within the time allowed for appeal, (b) permanently revoked, held invalid, or declared unpatentable or unenforceable in a decision of a court or other body of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal, (c) rendered unenforceable through disclaimer or otherwise, and (d) lost through an interference proceeding

SECTION 2
GRANT OF RIGHTS

     2.1 License Grants by Archemix. Subject to the terms and conditions set forth herein, Archemix hereby grants to SomaLogic the following licenses.

          2.1.1 SomaLogic Diagnostic Rights. Archemix hereby grants to SomaLogic a non-exclusive, royalty-free, paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim or relate to the use of Aptamers or Photoaptamers, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export products for use within the Gilead-SomaLogic Field, during the Term and throughout the Territory.

          2.1.2 SomaLogic Ex Vivo Rights. Archemix hereby grants to SomaLogic a non-exclusive, royalty-free, paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim or relate to the use of Aptamers or Photoaptamers, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export products in the Ex Vivo Field, during the Term and throughout the Territory.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          2.1.3 SomaLogic Purification Rights. Archemix hereby grants to SomaLogic an exclusive, royalty-free, paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim or relate to the use of Aptamers or Photoaptamers, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export products in the Purification Field, during the Term and throughout the Territory.

          2.1.4 SomaLogic In Vivo Imaging Rights. Archemix hereby grants to SomaLogic a non-exclusive, royalty-free, paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim or relate to the use of Aptamers or Photoaptamers, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export products in the In Vivo Imaging Field, during the Term and throughout the Territory.

          2.1.5 Robotic SELEX. Archemix hereby grants to SomaLogic a non-exclusive, royalty-free, paid-up license under the Archemix Licensed Patents and Archemix Patents, that claim or relate to the use of Robotic SELEX, to perform Robotic SELEX, during the Term and throughout the Territory.

          2.1.6 SomaLogic Manufacturing Purification Rights. Archemix hereby grants to SomaLogic an exclusive (except as provided in Section 2.1.7), royalty-bearing license under the Archemix Licensed Patents and Archemix Patents, that claim or relate to the use of Aptamers or Photoaptamers, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export products in the Manufacturing Purification Field, during the Term and throughout the Territory.

          2.1.7 Retained Rights. Notwithstanding anything to the contrary in this Agreement, SomaLogic shall have no right or license under the license granted under Section 2.1.6 with respect to any of the Reserved Targets. In addition, the Parties acknowledge and agree that (a) Archemix has previously granted to a Third Party a non-exclusive license to Aptamers that bind to [***] and (b) subject to Section 9.3, the license granted to SomaLogic under Section 2.1.6 shall be non-exclusive with respect to Aptamers that bind to [***].

          2.1.8 Archemix Commercial Uses. In the event that Archemix at any time during the Term determines that it wishes to obtain a license in the Manufacturing Purification Field that will cover the commercial use of Aptamers or Photoaptamers by Archemix and/or an Archemix Collaborative Partner, then it shall provide written notice of same to SomaLogic, whereupon the Parties shall negotiate in good faith for a period not to exceed [***] days with respect to the terms and conditions of such license.

          2.1.9 Protein Profiling Arrays. Archemix hereby grants to SomaLogic a non-exclusive, royalty-free, paid-up license under any Patent Rights that are Controlled by Archemix during the Term that claim a protein profiling array and that are discovered through use of a SomaLogic Protein Profiling Aptamer Array provided by SomaLogic under Section 2.7 below.

          2.1.10 Improvements to the SELEX Process and SELEX Technology. Archemix hereby grants to SomaLogic a non-exclusive, royalty-free, paid-up license under the Other Archemix Patent Rights, that claim or relate to improvements of the SELEX Process or SELEX Technology, to research, develop, make, have made, use, have used, sell, offer for sale,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

have sold, keep, import and export products within the Gilead-SomaLogic Field and the field of any license granted to SomaLogic hereunder, during the Term and throughout the Territory.

          2.1.11 Sublicensing Rights.

               2.1.11.1 Sections 2.1.1 — 2.1.6 and 2.1.9. Each of the foregoing license grants in Section 2.1.1 through Section 2.1.6 and 2.1.9 hereof includes the right of SomaLogic to grant sublicenses to its Affiliates and any Third Party. Any sublicense may include the right to grant further sublicenses. If this Agreement is terminated, SomaLogic shall provide Archemix with notice of any granted sublicenses and a copy of any sublicense agreements related thereto, and any granted sublicenses shall remain in full force and effect, provided, that, the sublicensee is not then in breach of its sublicense agreement and the sublicensee agrees to be bound to Archemix as a licensor under the terms and conditions of the sublicense agreement. If this Agreement is terminated, provided that the sublicensee of a granted sublicense is not in breach of its sublicense agreement and the sublicensee agrees to be bound to Archemix as a licensor under the terms and conditions of such sublicense agreement, Archemix shall enter into appropriate agreements or amendments to such sublicense agreement to substitute itself for SomaLogic as the licensor thereunder.

               2.1.11.2 Section 2.1.10. The foregoing license grant in Section 2.1.10 hereof includes the right of SomaLogic to grant sublicenses to its Affiliates and any SomaLogic Collaborative Partner, provided, that, each such sublicense shall be limited to programs directed to the research, discovery, development, or commercialization of products within the Gilead-SomaLogic Field and the field of any license granted to SomaLogic hereunder. Any sublicense may include the limited right to grant further sublicenses solely for such purposes. If this Agreement is terminated, SomaLogic shall provide Archemix with notice of any granted sublicenses and a copy of any sublicense agreements related thereto, and any granted sublicenses shall remain in full force and effect, provided, that, the sublicensee is not then in breach of its sublicense agreement and the sublicensee agrees to be bound to Archemix as a licensor under the terms and conditions of the sublicense agreement. If this Agreement is terminated, provided that the sublicensee of a granted sublicense is not in breach of its sublicense agreement and the sublicensee agrees to be bound to Archemix as a licensor under the terms and conditions of such sublicense agreement, Archemix shall enter into appropriate agreements or amendments to such sublicense agreement to substitute itself for SomaLogic as the licensor thereunder.

               2.1.11.3 For any sublicense granted by SomaLogic under this Section 2.1.11, SomaLogic will cause each such sublicensee to comply with all of the relevant obligations and covenants of SomaLogic related to any license or sublicense granted by Archemix to SomaLogic under this Agreement, including without limitation SomaLogic’s obligations under Sections 3.2, 3.3, 3.6, 3.7, and 3.9 hereof.

          2.1.12 Reserved Rights. Notwithstanding anything to the contrary herein, (i) the exclusive licenses granted herein by Archemix are subject to Archemix’s continued right to practice the licensed rights solely for internal research and development uses or to sublicense such rights to Archemix Collaborative Partners solely for internal research and development uses and (ii) no right or license to any therapeutic veterinary applications are granted in this Agreement to SomaLogic.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     2.2 License Grants by SomaLogic. Subject to the terms and conditions set forth herein, SomaLogic hereby grants to Archemix the following licenses.

          2.2.1 Aptamer Therapeutics Rights. SomaLogic hereby grants to Archemix a non-exclusive, royalty free, paid-up license under the SomaLogic Licensed Patents and SomaLogic Patents, that claim or relate to the use of Aptamers or, subject to the terms and conditions of the Gilead-SomaLogic Agreement, Photoaptamers, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export products for use in the Gilead-Archemix Field, during the Term and throughout the Territory.

               2.2.1.1 Exclusive Targets. During the Term Archemix may identify up to [***] targets (the “Exclusive Targets”) in each year following the Restatement Effective Date by providing written notice to SomaLogic (the “Exclusive Target Notice”). As soon as practicable after its receipt of the Exclusive Target Notice, SomaLogic shall identify any pre-existing obligations it may have to a Third Party with respect thereto and shall promptly inform Archemix in writing of any such pre-existing obligations that would not permit such target’s identification as an Exclusive Target. Subject to the foregoing, SomaLogic agrees that it will not develop any Aptamers or Photoaptamers directed to such Exclusive Targets either for itself or for any Third Party for therapeutic uses. For purposes of clarity, (a) SomaLogic shall have the right to develop and commercialize Aptamers and Photoaptamers to all Exclusive Targets for non-therapeutic uses and (b) this Section 2.2.1.1 shall apply to any such Exclusive Targets only for so long as Archemix maintains an on-going bona fide research program directed to each such Exclusive Target and uses commercially reasonable efforts to develop Aptamer therapeutics directed to each such Exclusive Target. On or before [***] and [***] of each year during the Term, Archemix shall provide a written report to SomaLogic that indicates which Exclusive Targets are still the subject of an on-going bona fide research program and which are no longer the subject of an ongoing bona fide research program.

               2.2.1.2 Exclusive License to Certain SomaLogic Aptamer Sequences. SomaLogic shall provide Archemix with written notice upon its generation of an Aptamer or Photoaptamer to any Exclusive Target. As soon as practicable thereafter, (a) SomaLogic shall provide Archemix with (i) a list of the Aptamers or Photoaptamers selected for sequencing by SomaLogic, such list to exclude any Aptamers or Photoaptamers that SomaLogic intends to develop for commercialization, (ii) any available data regarding such sequences and (iii) upon Archemix’s request pursuant to Section 2.12, samples of the Aptamers or Photoaptamers identified by SomaLogic, and (b) Archemix shall provide SomaLogic with written notice which shall identify from such list of sequences the particular Aptamer or, subject to the terms and conditions of the Gilead-SomaLogic Agreement, Photoaptamer, sequences, up to a total of [***] such sequences for each Exclusive Target, for which Archemix desires a license from SomaLogic (each such sequence, a “Licensed Aptamer”). During the Term, SomaLogic shall grant Archemix an exclusive, paid-up, royalty-free license under the SomaLogic Licensed Patents, SomaLogic Patents and the Other SomaLogic Patents solely to research, develop or commercialize such Licensed Aptamers for therapeutic purposes. For purposes of clarity, SomaLogic will (i) not grant any license to a Third Party to research, develop or commercialize Licensed Aptamers for any purpose, and (ii) retain all non-therapeutic rights to all other Aptamer and Photoaptamer sequences generated by SomaLogic to any Exclusive Targets.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          2.2.1.3 Right of First Refusal.

               2.2.1.3.1 Therapeutic Rights. If and to the extent that SomaLogic finalizes the material terms of a proposed collaboration with a Third Party in which SomaLogic would grant a license(s) under the SomaLogic Patents or Other SomaLogic Patent Rights solely for the research, development and/or commercialization of Aptamers or Photoaptamers to [***] or more target molecules for therapeutic purposes (a “Therapeutic Partnering Agreement”), SomaLogic shall, prior to entering into a binding agreement with such Third Party, give written notice (a “Therapeutic Partnering Agreement Notice”) to Archemix that shall include a statement of the proposed, material terms for the Therapeutic Partnering Agreement (the “Proposed Terms”). Upon receipt of the Therapeutic Partnering Agreement Notice, if Archemix determines in good faith that it would like to enter into a Therapeutic Partnering Agreement with SomaLogic upon terms which are at least as favorable to SomaLogic as the Proposed Terms, Archemix shall be entitled to give written notice (an “Affirmative Notice”) to SomaLogic that it elects to exercise its right to enter into a Therapeutic Partnering Agreement upon terms which are at least as favorable to SomaLogic as the Proposed Terms. If Archemix does not deliver a written Affirmative Notice to SomaLogic within [***] days of the delivery of the Therapeutic Partnering Agreement Notice by SomaLogic, then SomaLogic shall be free to enter into an agreement with (i) any Third Party under terms which are at least as favorable to SomaLogic as the Proposed Terms within [***] months of SomaLogic’s delivery of the Therapeutic Partnering Agreement Notice to Archemix or (ii) the Third Party for which the Therapeutic Partnering Agreement Notice was provided, solely to the extent that negotiations with such Third Party are continuous from the date of SomaLogic’s delivery of the Therapeutic Partnering Agreement Notice to Archemix through the date of execution of the applicable agreement. If Archemix delivers an Affirmative Notice to SomaLogic within the requisite [***] day time period, then Archemix and SomaLogic shall immediately commence good faith negotiations and shall enter into a Therapeutic Partnering Agreement upon terms which are at least as favorable to SomaLogic as the Proposed Terms as well as such other mutually acceptable terms as would be customary for such an agreement.

               2.2.1.3.2 Therapeutic and Other Rights. If and to the extent that SomaLogic enters into negotiations with a Third Party for a license under the SomaLogic Patents or Other SomaLogic Patent Rights for the research, development and/or commercialization of (a) Aptamers or Photoaptamers to [***] or more target molecules for therapeutic purposes and (b) any Aptamers or Photoaptamers, or uses of Aptamers or Photoaptamers, for non-therapeutic purposes (a “Partnering Agreement”), SomaLogic shall notify Archemix of such negotiations within [***] days of the initiation of such negotiations. Upon Archemix’s written request, SomaLogic shall enter into good faith negotiations with Archemix for a license under the SomaLogic Patents or Other SomaLogic Patent Rights for the research, development and/or commercialization of such Aptamers or Photoaptamers to such target molecules for therapeutic purposes. For clarity, so long as SomaLogic provides the notice as provided in this Section 2.2.1.3.2, SomaLogic and such Third Party may, in SomaLogic’s sole discretion, (i) continue negotiations regarding such Partnering Agreement, including, without limitation, during the period in which SomaLogic and Archemix conduct any negotiations under this Section 2.2.1.3.2, and (ii) execute and deliver such Partnering Agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          2.2.2 Robotic SELEX. SomaLogic hereby grants to Archemix a non-exclusive, royalty-free, paid-up license under the SomaLogic Licensed Patents and SomaLogic Patents, that claim or relate to the use of Robotic SELEX, to perform Robotic SELEX, during the Term and throughout the Territory.

          2.2.3 In Vitro Analysis Rights. SomaLogic hereby grants to Archemix a non-exclusive, royalty-free, paid-up license under the SomaLogic Licensed Patents and SomaLogic Patents that claim or relate to the use of Aptamers or, subject to the terms and conditions of the Gilead-SomaLogic Agreement, Photoaptamers, in any in vitro analysis, including, without limitation, non-clinical FACS analysis, immunohistochemistry, and single-analyte assays, during the Term and throughout the Territory. Subject to Section 2.2.7.2, the license granted by SomaLogic to Archemix pursuant to this Section 2.2.3 to use Aptamers and Photoaptamers in in vitro analysis shall be limited to programs directed to the research, discovery or development of Aptamer Therapeutic Products by Archemix. For purposes of clarity, Archemix shall not have the right under such license to perform any such in vitro analysis for the benefit of a Third Party on a fee-for-service or contract research basis.

          2.2.4 RiboReporter Rights. SomaLogic hereby grants to Archemix a non-exclusive, royalty-free, paid-up license under the SomaLogic Licensed Patents and the SomaLogic Patents, that claim or relate to the SELEX Process and Aptamers or Photoaptamers, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export RiboReporters solely for uses outside of the Clinical Diagnostic Field, during the Term and throughout the Territory.

          2.2.5 EC Technology Rights. SomaLogic hereby grants to Archemix a non-exclusive, royalty-bearing license under the SomaLogic EC Patents (a) to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export Aptamer products for use in the Gilead-Archemix Field, during the Term and throughout the Territory and (b) to research, develop, make, have made, use, have used, import and keep any products not covered by Section 2.2.5(a) for use in the Gilead-Archemix Field, during the Term and throughout the Territory.

          2.2.6 Improvements to the SELEX Process and SELEX Technology. SomaLogic hereby grants to Archemix a non-exclusive, royalty-free, paid-up license under the Other SomaLogic Patent Rights, that claim or relate to improvements of the SELEX Process or SELEX Technology, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export products for use in the Gilead-Archemix Field and the field of any license granted to Archemix hereunder, during the Term and throughout the Territory.

          2.2.7 Sublicensing Rights.

               2.2.7.1 Sections 2.2.1, 2.2.2, and 2.2.4. Each of the foregoing license grants in Section 2.2.1, 2.2.2, and 2.2.4 hereof includes the right of Archemix to grant sublicenses to its Affiliates and any Third Party. Any sublicense may include the right to grant further sublicenses. If this Agreement is terminated, Archemix shall provide SomaLogic with notice of any granted sublicenses and a copy of any sublicense agreements related thereto, and any granted sublicenses shall remain in full force and effect, provided, that, the sublicensee is not

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

14

then in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic as a licensor under the terms and conditions of the sublicense agreement. If this Agreement is terminated, provided that the sublicensee of a granted sublicense is not in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic as a licensor under the terms and conditions of such sublicense agreement, SomaLogic shall enter into appropriate agreements or amendments to such sublicense agreement to substitute itself for Archemix as the licensor thereunder.

               2.2.7.2 Sections 2.2.3, 2.2.5, and 2.2.6. Each of the foregoing license grants in Section 2.2.3, 2.2.5, and 2.2.6 hereof includes the right of Archemix to grant sublicenses to its Affiliates and any Archemix Collaborative Partner, provided that each of any such sublicenses shall be limited to programs directed to the research, discovery or development of Aptamer Therapeutic Products by Archemix or Archemix Collaborative Partners. Any sublicense may include the limited right to grant further sublicenses solely for such purposes. If this Agreement is terminated, Archemix shall provide SomaLogic with notice of any granted sublicenses and a copy of any sublicense agreements related thereto, and any granted sublicenses shall remain in full force and effect, provided that the sublicensee is not then in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic as a licensor under the terms and conditions of the sublicense agreement. If this Agreement is terminated, provided that the sublicensee of a granted sublicense is not in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic as a licensor under the terms and conditions of such sublicense agreement, SomaLogic shall enter into appropriate agreements or amendments to such sublicense agreement to substitute itself for Archemix as the licensor thereunder.

               2.2.7.3 For any sublicense granted by Archemix under this Section 2.2.7, Archemix will cause each such sublicensee to comply with of all of the relevant obligations and covenants of Archemix related to any license or sublicense granted by SomaLogic to Archemix under this Agreement, including without limitation Archemix’s obligations under Sections 3.2, 3.3, 3.6, 3.7, and 3.9 hereof.

     2.3 Disclosure of Aptamer Sequences. The Parties shall make good faith efforts to disclose the nucleic acid sequences of Aptamers or Photoaptamers, subject to license grants herein, that are discovered by either of them during the Term to the extent such sequences have been published or have otherwise been made available to the public and such disclosure would be consistent with good business judgment as determined by such Party in its sole discretion.

     2.4 Nonassertion by Archemix. Archemix hereby agrees that it will not assert any Other Archemix Patent Rights against SomaLogic or its Affiliates or sublicensees for making, having made, using, having used, selling, offering to sell, having sold, importing or exporting Aptamer or Photoaptamer compositions to the extent such activities fall within the Gilead-SomaLogic Field or the field of any license granted to SomaLogic hereunder.

     2.5 Nonassertion by SomaLogic. SomaLogic hereby agrees that it will not assert any Other SomaLogic Patent Rights against Archemix or its Affiliates or sublicensees for making, having made, using, having used, selling, offering to sell, having sold, importing or exporting Aptamer or Photoaptamer compositions to the extent such activities fall within the Gilead-Archemix Field or the field of any license granted to Archemix hereunder.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     2.6 Option to Companion Diagnostic Products. SomaLogic hereby grants to Archemix the option (the “Companion Diagnostic Products Option”) to obtain a license from SomaLogic under the financial terms set forth in Section 3.1.3, under Patent Rights Controlled by SomaLogic, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep and import products that are specifically marketed and sold as companion diagnostic products for Aptamer Therapeutic Products to be developed or commercialized by Archemix or an Archemix Collaborative Partner (“Companion Diagnostic Products”), wherein such Companion Diagnostic Products are intended for use in: (i) detecting a disease or condition in humans or animals to be treated with such Aptamer Therapeutic Product, (ii) evaluating a subject’s suitability for treatment with such Aptamer Therapeutic Product or (iii) monitoring a subject’s response to treatment with such Aptamer Therapeutic Product. In the event that SomaLogic Controls the rights to a product that is intended to diagnose or otherwise detect the existence of a disease or condition in humans or animals (a “SomaLogic Diagnostic”) for which Archemix has developed a Aptamer Therapeutic Product and such SomaLogic Diagnostic is suitable as a Companion Diagnostic Product, Archemix shall have the option (the “SomaLogic Companion Diagnostic Products Option”) to negotiate for a license to such SomaLogic Diagnostic, subject to any obligations that SomaLogic may have to a Third Party. Upon receipt of written notice that Archemix desires to exercise the SomaLogic Companion Diagnostic Products Option for an identified Aptamer Therapeutic Product, (a) subject to any obligations to a Third Party, SomaLogic will promptly disclose to Archemix the existence of any relevant SomaLogic Diagnostic, including any available information regarding such SomaLogic Diagnostic as is reasonably relevant, including without limitation, a summary of the development work which has been completed on such SomaLogic Diagnostic, data relating to the safety and efficacy of such SomaLogic Diagnostic, and samples of such SomaLogic Diagnostic, subject to the execution and delivery of a commercially reasonable material transfer agreement by the Parties relating to such samples, (b) if no such SomaLogic Diagnostic exists, or if any obligations to a Third Party prevent SomaLogic from disclosing information regarding a relevant SomaLogic Diagnostic to Archemix, SomaLogic will so inform Archemix, and (c) if so requested by Archemix following receipt of such information, the Parties hereby agree to negotiate in good faith an agreement regarding a license for the relevant SomaLogic Diagnostic.

     2.7 Access to and Use of Protein Profiling Aptamer Arrays. Upon the request of Archemix, SomaLogic will either supply Archemix with Protein Profiling Aptamer Arrays, or will perform for Archemix protein detection and analysis services on samples provided by Archemix with Protein Profiling Aptamer Arrays. Archemix shall be free to use such Protein Profiling Aptamer Arrays and the results of such services, either itself or with an Archemix Collaborative Partner, solely to discover and develop Aptamer Therapeutic Products. Archemix shall not otherwise use such Protein Profiling Aptamer Arrays for the benefit of a Third Party other than an Archemix Collaborative Partner nor will Archemix otherwise transfer any such Protein Profiling Aptamer Arrays to a Third Party other than an Archemix Collaborative Partner. SomaLogic will supply such Protein Profiling Aptamer Arrays or services to Archemix at [***] for such arrays [***] by [***], or the [***] for materials that are consumed in connection with providing such services [***] by [***].

     2.8 Obligations to Third Party Licensors. The Parties hereby acknowledge that certain of the Patent Rights licensed hereunder are Controlled by the licensor Party (the “Licensor Party”) by virtue of a license or other agreement between the Licensor Party and a

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

16

Third Party (each a “Third Party Licensor”) who owns or otherwise Controls such Patent Rights. The Parties further acknowledge that such agreements contain certain payment or other requirements or obligations pertaining to the grant of sublicenses, or the activities of sublicensees, under such agreements (each such license or agreement is a “Third Party Agreement”). The Parties hereby agree to the following obligations with respect to such Third Party Agreements.

          2.8.1 Notice. Attached hereto as Exhibit 2.8.1(a) is a list of all Third Party Agreements to which Archemix is a party. Attached hereto as Exhibit 2.8.1(b) is a list of all Third Party Agreements to which SomaLogic is a party.

          2.8.2 Obligations under Third Party Agreements. Each Party hereby agrees to conform to the obligations and restrictions imposed upon it as a sublicensee (a “Sublicensee Party”) under any Third Party Agreements, in each case as amended from time-to-time during the Term. Under certain Third Party Agreements, the Third Party Licensor is entitled to receive payments on account of the grant of sublicenses, or on account of specified activities of sublicensees (“Third Party Payments”). Each Party hereby assumes the obligation to make all such Third Party Payments as are attributable to the grant of the sublicense of rights to it hereunder, or as are attributable to the activities, including without limitation, the achievement of milestones or the sale of products, by it, its Affiliates and its sublicensees, as and when required under the applicable Third Party Agreements. Each Party further agrees that the Licensor Party shall have the right, but not the obligation, to fulfill such Sublicensee Party’s obligations under this Section 2.8.2 if the Sublicensee Party should fail to do so in a timely and complete manner following written notice from the Licensor Party, in order to avoid a loss or curtailment of the Licensor Party’s rights under such Third Party Agreement, and that such Sublicensee Party shall reimburse the Licensor Party for all costs and expenses incurred in so fulfilling such obligations of the Sublicensee Party. Notwithstanding anything to the contrary herein, SomaLogic shall be responsible for [***] Third Party Payments owed to [***] by Archemix in excess of the [***] specified in Section [***].

     2.9 Certain Acknowledgments Concerning the Gilead-SomaLogic Field. The Parties hereby acknowledge the following: (i) that the scope of rights granted to SomaLogic under the Gilead-SomaLogic Agreement was a matter of dispute between the Parties; (ii) that the Parties agree that the scope of rights granted to SomaLogic under the Gilead-SomaLogic Agreement Clarification is acceptable to them; (iii) that the Parties have, as of the Original Agreement Effective Date, executed and delivered a mutual release of claims and settlement releasing claims that each has against the other as more fully set forth therein (the “Release”); and (iv) that, for purposes of determining the adequacy of the consideration received under the Gilead-SomaLogic Agreement Clarification, the Release, the Original Agreement or this Agreement, for any purposes whatsoever, all of the rights, obligations and forbearances granted under the other three agreements must be taken into account.

     2.10 Research Management Committee. To coordinate efforts by both Parties to continue to develop Aptamer and Photoaptamer technology and to facilitate the exchange of know-how foreseen by this Agreement, the Parties will establish a Research Management Committee (“RMC”), which will be comprised of equal numbers of representatives of each of the Parties. The RMC will meet at least [***] per calendar year, alternating venues between the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

17

vicinities of Cambridge, Massachusetts and Boulder, Colorado, to share scientific direction and data and to coordinate basic research experiments. Intellectual property representatives of each Party will be invited to participate in RMC meetings and such meetings will provide a forum to discuss patent prosecution and enforcement issues and to allocate responsibility for the filing and prosecution of any Joint Patents. The RMC will establish a clearance policy that will govern any publication or presentation by a Party in which such Party proposes to include any previously undisclosed information or intellectual property Controlled by the other Party. The RMC will continue in existence for [***] years after the Effective Date, subject to extension by mutual agreement of the Parties.

     2.11 Disclosure of Aptamer Data. Subject to any obligations to a Third Party, each Party shall disclose to the other Party on the Restatement Effective Date and quarterly thereafter the following information: (i) the targets for which it has attempted to identify an Aptamer or Photoaptamer; (ii) the targets for which an Aptamer or Photoaptamer has been successfully identified; (iii) the SELEX conditions used to successfully identify such Aptamer(s) or Photoaptamer(s); and (iv) whatever data the disclosing Party possesses regarding the physical characteristics of such Aptamers or Photoaptamers including such things as binding affinity and association/dissociation constants, but excluding the sequence of such Aptamer(s) or Photoaptamer(s) (such information, “Aptamer Data”). All such Aptamer Data shall be deemed to be Confidential Information of the Disclosing Party and shall be subject to Section 4 of this Agreement.

     2.12 Supply of Aptamers/Photoaptamers For Research. Upon the request of a Party, the other Party shall use commercially reasonable efforts to supply the requesting Party with samples of the Aptamers or Photoaptamers identified by such other Party under the terms set forth in Exhibit 2.12 (a) (in the case of Archemix) or 2.12(b) (in the case of SomaLogic) and, except as otherwise provided for herein, solely for the internal research purposes of the requesting Party.

     2.13 Target Screening. Upon Archemix’s request, SomaLogic shall perform SELEX against targets provided by Archemix using commercially reasonable efforts and shall provide the resulting Aptamer Data to Archemix in accordance with the provisions of Section 2.11 hereof. SomaLogic shall own all right, title and interest in and to the resulting Aptamers or Photoaptamers, and Archemix shall have the right to license any such Aptamers or Photoaptamers from SomaLogic subject to the provisions of Section 2.2.1.2 hereof.

     2.14 Therapeutic Photoaptamer Rights. Upon Archemix’s request, SomaLogic will assist Archemix in its efforts to negotiate an agreement with Gilead Sciences Inc. to provide Archemix with a royalty-free, paid up right to research, develop and commercialize Photoaptamers originally discovered or developed by SomaLogic, or derivatives thereof, as Aptamer Therapeutic Products.

     2.15 Negative Covenants.

          2.15.1 Archemix. Archemix will include in any license or sublicense granted by Archemix to the Archemix Licensed Patents (including any Aptamer-Specific Patent Rights within the Archemix Licensed Patents) a negative covenant which prohibits the licensee or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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sublicensee from using such rights to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export Aptamers for use within the Gilead-SomaLogic Field, during the Term and throughout the Territory.

          2.15.2 SomaLogic. SomaLogic will include in any license or sublicense granted by SomaLogic to the SomaLogic Licensed Patents (including any Aptamer-Specific Patent Rights within the SomaLogic Licensed Patents) a negative covenant which prohibits the licensee or sublicensee from using such rights to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import and export Aptamer Therapeutic Products, during the Term and throughout the Territory.

     2.16 New Archemix License.

          2.16.1 Target Identification. Notwithstanding anything to the contrary herein, prior to SomaLogic or any sublicensee of SomaLogic performing or engaging in any activities with respect to a Target under the New Archemix License (“Target Activities”), SomaLogic shall provide Archemix with a written notice (each, a “Target Notice”) identifying the Target(s) that would be the subject of any such activities. Within [***] days of receipt of a Target Notice, Archemix shall provide SomaLogic with a written response (each, a “Target Response”) identifying the Targets identified in such Target Notice for which SomaLogic and its sublicensees have the right to perform Target Activities under the New Archemix License under this Agreement. For purpose of clarity, (i) neither SomaLogic nor its affiliates or sublicensees shall have the right to perform Target Activities for any Target not identified in a Target Response, (ii) Archemix shall only have the right to reject a Target proposed by SomaLogic in a Target Notice if Archemix is prohibited by an executed agreement in effect as of the Restatement Effective Date from licensing Aptamers against such proposed Target and (iii) Archemix will provide prompt written notice to SomaLogic if the restrictions on any Target that is rejected by Archemix pursuant to the foregoing clause (ii) no longer apply, in which case such Target shall be deemed to be included in the rights granted to SomaLogic and, to the extent SomaLogic has excluded such Target from the New SomaLogic License under Section 2.17, the rights granted to Archemix hereunder without further action of the Parties.

          2.16.2 Confidentiality. SomaLogic hereby agrees to maintain the identity of any Targets identified in a Target Notice but not in a Target Response as confidential information using at least the same degree of care (but never less than a reasonable degree of care) that it uses to protect its other confidential or proprietary information.

     2.17 New SomaLogic License. SomaLogic shall have the right to exclude any Target identified in a Target Notice but not a Target Response from the scope of the New SomaLogic License by providing written notice to Archemix identifying such Target within [***] days of the applicable Target Response.

SECTION 3
CONSIDERATION

     3.1 Consideration. In further consideration of the mutual rights, licenses and acknowledgements granted or made in the Original Agreement and/or herein, in the Release and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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in the Gilead-SomaLogic Agreement Clarification, by the Parties, and subject to the other terms and conditions of this Agreement, the Parties agree to the following fees and payments.

          3.1.1 Archemix Licensed Products. Archemix shall pay to SomaLogic, during the EC Royalty Term, (a) a royalty of [***] percent ([***]%) of Net Sales of Archemix Licensed Products sold by or on behalf of Archemix or its Affiliates and (b) [***] percent ([***]%) of all Sublicense Income applicable to Archemix Licensed Products (collectively, “Archemix EC Royalties”).

          3.1.2 SomaLogic Licensed Products. SomaLogic shall pay to Archemix, during the SomaLogic Royalty Term, (a) a royalty of [***] percent ([***]%) of Net Sales of SomaLogic Licensed Products sold by or on behalf of SomaLogic or its Affiliates and (b) [***] percent ([***]%) of all Sublicense Income applicable to SomaLogic Licensed Products (collectively, “SomaLogic Royalties”).

          3.1.3 Companion Diagnostics Products. In the event that the Parties enter into a license agreement pursuant to Section 2.6 hereof, Archemix shall pay to SomaLogic, during the CD Royalty Term, (a) a royalty of [***] ([***]%) of Net Sales of Companion Diagnostic Products discovered and developed by Archemix and (b) a royalty of [***] percent ([***]%) of Net Sales of any Companion Diagnostic Products that employ or are derived from a SomaLogic Diagnostic (collectively, “Archemix CD Royalties”). To the extent that SomaLogic produces commercial quantities of any such Companion Diagnostic Products and Archemix desires to purchase such Companion Diagnostic Products from SomaLogic, the Parties will enter into a supply agreement providing that Archemix shall have the right to purchase such Companion Diagnostic Products from SomaLogic at SomaLogic’s Cost of Goods Sold multiplied by 1.15 and containing such other terms as shall be commercially reasonable under the circumstances.

     3.2 Royalty Terms. Royalties on the sale of Products shall be payable until expiration of the applicable EC Royalty Term, the SomaLogic Royalty Term and/or the CD Royalty Term (as defined below) as follows.

          3.2.1 Archemix Licensed Products. Archemix shall pay to SomaLogic Archemix EC Royalties hereunder, with respect to each Archemix Licensed Product (i) commencing on the date of the First Commercial Sale of such Archemix Licensed Product by or on behalf of Archemix or its Affiliates and ending upon the expiration of the last to expire Valid Claim within the SomaLogic EC Patent(s) that claim or cover the manufacture, use, sale or importation of such Archemix Licensed Product in the country of sale and (ii) commencing on the first date of receipt by Archemix of any Sublicense Income applicable to such Archemix Licensed Product and continuing until no further Sublicense Income payments are received that are applicable to such Archemix Licensed Product (the “EC Royalty Term”). For purposes of clarity, the EC Royalty Term shall be determined on a country-by-country and Archemix Licensed Product-by-Archemix Licensed Product basis.

          3.2.2 SomaLogic Licensed Products. SomaLogic shall pay to Archemix SomaLogic Royalties hereunder, with respect to each SomaLogic Licensed Product (i) commencing on the date of the First Commercial Sale of such SomaLogic Licensed Product by on behalf of SomaLogic or its Affiliates and ending upon the expiration of the last to expire

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Valid Claim within the Archemix Licensed Patents and Archemix Patents that claim or cover the manufacture, use, sale or importation of such SomaLogic Licensed Product in the country of sale and (ii) commencing on the first date of receipt by SomaLogic of any Sublicense Income applicable to such SomaLogic Licensed Product and continuing until no further Sublicense Income payments are received that are applicable to such SomaLogic Licensed Product (the “SomaLogic Royalty Term”). For purposes of clarity, the SomaLogic Royalty Term shall be determined on a country-by-country and SomaLogic Licensed Product-by-SomaLogic Licensed Product basis.

          3.2.3 Companion Diagnostic Products. In the event the Parties enter into a license agreement pursuant to Sections 2.6 and 3.1.3, such license agreement shall require Archemix to pay Archemix CD Royalties on sales of each Companion Diagnostic Products (i) commencing on the date of the First Commercial Sale of such Companion Diagnostic Product and ending upon the expiration of the last to expire Valid Claim within the patents licensed to Archemix under such license agreement that cover the manufacture, use, sale or importation of such Companion Diagnostic Product in the country of sale and (ii) commencing on the first date of receipt by Archemix of any Sublicense Income applicable to such Companion Diagnostic Product and continuing until no further Sublicense Income payments are received that are applicable such Companion Diagnostic Product (the “CD Royalty Term”). For purposes of clarity, such CD Royalty Term shall be determined on a country-by-country and Companion Diagnostic Product-by-Companion Diagnostic Product basis.

     3.3 Currency. All amounts payable under this Agreement shall be payable in United States Dollars, by wire transfer of immediately available funds to bank accounts designated by Archemix and SomaLogic. Monthly sales amounts denominated in a foreign currency shall be translated into U.S. Dollars by using an average rate of exchange. This average for a particular foreign currency shall be computed using the rate of exchange for such currency quoted under Foreign Exchange in the Wall Street Journal in the last month of the applicable calendar quarter plus the rate of exchange for such currency as of the end of the prior month and dividing by two (2).

     3.4 Withholding Taxes. If any law or regulation in any country requires the withholding of any taxes due on payments to be paid under this Agreement, such taxes shall be deducted from the amounts paid. If the taxes are deducted from the amounts paid, each Selling Party making such deductions shall promptly deliver proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect thereto and shall provide any reasonable assistance or cooperation which may be requested by the Non-Selling Party in connection with any efforts the Non-Selling Party makes to obtain a credit for such taxes.

     3.5 Currency Transfer Restrictions. If any payment or transfer of funds out of a country is prohibited by law or regulation, the Parties hereto shall confer regarding the terms and conditions on which Products shall be sold in such countries, including the possibility of payment of royalties hereunder in local currency to a bank account in such country or the renegotiation of royalties for such sales, and in the absence of any other agreement by the Parties, such funds shall be deposited in whatever currency is allowable by the Selling Party in an accredited bank in that country that is acceptable to the Non-Selling Party.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     3.6 Royalty Payments Upon Termination. If this Agreement, and the rights and licenses granted hereunder, are terminated in accordance with Section 7 hereof with respect to all or some of the Products, the Selling Party shall continue to pay the Non-Selling Party all amounts payable pursuant to this Section 3 up through the date of such termination and any amounts earned thereafter as a result of authorized sales, if any, of residual inventory of Products.

     3.7 Payments and Quarterly Reports.

          3.7.1 Payments. The Selling Party shall make written reports (consistent with GAAP) to the Non-Selling Party within [***] days after the close of each calendar quarter during the EC Royalty Term, the SomaLogic Royalty Term and/or the CD Royalty Term, as applicable. These reports shall show, for such calendar quarter, sales by the Selling Party of Products sold in each country and the country of manufacture, if different, gross revenues from sales, trade discounts allowed and taken, Net Sales, the amount of any applicable Sublicense Income received, and the royalties due hereunder. Concurrently with the making of such report, the Selling Party shall make payment to the Non-Selling Party of all amounts payable for the period covered by such report.

     3.8 Overdue Royalties. Subject to the other terms of this Agreement, any payments not paid within the time period set forth in this Section 3 shall bear interest at a rate of [***] percent ([***]%) per month from the due date until paid in full.

     3.9 Accounting. The Parties shall, and shall cause their Affiliates and other sublicensees to, keep accurate and complete records, all in a format agreed by the Parties in accordance with GAAP, for a period of at least [***] years for each reporting period in which sales occur showing the manufacturing, sales, use and other disposition of Products in sufficient detail to enable amounts payable hereunder to be determined, and further agree to permit, and cause their Affiliates and sublicensees to permit, their books and records to be audited as set forth herein. The Non-Selling Party shall have the right, at its sole expense except as hereinafter provided, through a certified public accountant reasonably acceptable to the Selling Party, and following reasonable notice, to examine such records during regular business hours during the EC Royalty Term, SomaLogic Royalty Term or the CD Royalty Term as applicable and for [***] years thereafter; provided, however, that such examination shall not (i) be of records for more than the prior [***] years, (ii) take place more often than once a year, and (iii) cover any records which date prior to the date of the last examination, and provided, further, that such accountants shall report to the requesting party only as to the accuracy of the royalty statements and payments. Copies of such reports shall be supplied to the Selling Party. In the event the report demonstrates an underpayment, the Selling Party shall pay the amount of such underpayment immediately upon request of the Non-Selling Party and if such underpayment is more than [***] percent ([***]%) of the amount due for the audited period, shall reimburse the Non-Selling Party for the expense of the audit. If the Selling Party has overpaid, the Selling Party may deduct such overpayments from future amounts owed hereunder

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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SECTION 4
CONFIDENTIALITY

     4.1 Confidentiality. Confidential information shall consist of any information disclosed in writing, orally or in any other manner by a Party (the “Disclosing Party”) or otherwise made available to the other Party (the “Receiving Party”) concerning the Disclosing Party’s Intellectual Property Rights, know-how or performance of this Agreement or otherwise concerning the business, operations, trade secrets or other proprietary information of the Disclosing Party (“Confidential Information”). Except as otherwise provided herein, during the Term, and for [***] years thereafter, Archemix and SomaLogic shall not use or reveal or disclose to any Third Party any Confidential Information disclosed hereunder without first obtaining the written consent of the Disclosing Party. This confidentiality obligation shall not apply to such information:

          (a) which is or becomes generally available to the public other than as a result of unauthorized disclosure thereof by the Receiving Party;

          (b) which is lawfully received by the Receiving Party on a non-confidential basis from a Third Party that is not itself under any obligation of confidentiality or nondisclosure to the Disclosing Party or any other person with respect to such information;

          (c) which by competent proof can be shown by the Receiving Party to have been independently developed by the Receiving Party; or

          (d) which the Receiving Party establishes by competent proof was in its possession at the time of disclosure by the Disclosing Party and was not acquired, directly or indirectly from the Disclosing Party.

The Receiving Party shall use Confidential Information solely for the purposes of this Agreement and the transactions contemplated hereby and shall not disclose or disseminate any Confidential Information to any person at any time, except for disclosure to those of its directors, officers, employees, accountants, attorneys, advisers and agents whose duties reasonably require them to have access to such Confidential Information, provided that such directors, officers, employees, accountants, attorneys, advisers and agents are required to maintain the confidentiality of such Confidential Information to the same extent as if they were parties hereto. Each Receiving Party shall safeguard the Disclosing Party’s Confidential Information using at least the same degree of care, (but never less than a reasonable degree of care) that it uses to protect its own confidential or proprietary information.

     4.2 Required Disclosures. All Confidential Information disclosed by the Disclosing Party to the Receiving Party shall remain the property of the Disclosing Party. The foregoing confidentiality and nondisclosure obligations shall not apply to information which is required to be publicly disclosed by law or by regulation; provided, however, that, in such event, the Receiving Party who is compelled to disclose such Confidential Information shall promptly notify, with a copy to the Disclosing Party, the court or other tribunal: (i) that Confidential Information received from the Disclosing Party under this Agreement remains the property of the Disclosing Party and (ii) of the confidentiality obligations under this Agreement. In addition, the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Receiving Party who is compelled to disclose the Confidential Information shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the Disclosing Party’s Confidential Information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement.

     4.3 Press Release. Immediately following the Parties’ execution of this Agreement, the Parties shall disclose the nature of this Agreement in a joint press release and each Party shall publish such press release on the Party’s web site for a period of at lease six (6) months; provided, however, that the Parties shall obtain each other’s prior consent on the text of such press release, such consent not to be unreasonably withheld or delayed. In the event that either Party reasonably determines that it is required by the applicable laws of any jurisdiction, or the rules of any stock exchange on which its securities are listed or traded, to publicly disclose information concerning this Agreement or the rights and obligations of the Parties hereunder, including without limitation, the circumstances under which money or other consideration may become payable hereunder and the amount(s) of such payment(s), then such Party shall provide the other Party with a reasonable opportunity to review the text of such disclosure and the disclosing Party shall use reasonable efforts to implement the reasonable comments provided by the other Party while still complying with such laws or rules.

SECTION 5
FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS

     5.1 Patent Coordinators. Archemix and SomaLogic shall each appoint a patent coordinator (the “Patent Coordinators”), reasonably acceptable to the other Party, who shall serve as such Party’s primary liaison with the other Party on matters relating to filing, prosecution, maintenance and enforcement of the Licensed Patents. Each Party may replace its Patent Coordinator at any time by notice in writing to the other Party. The initial Patent Coordinators shall be:

For Archemix:	John A. Harre
For SomaLogic:	Randee S. Schwartz

     5.2 Licensed Aptamers. The Parties, acting through the Patent Coordinators, shall be jointly responsible for preparing, filing, prosecuting, obtaining and maintaining, including opposition and nullity actions (collectively, “Procuring”) Patent Rights covering the Aptamer sequences licensed to Archemix pursuant to Section 2.2.1.2 herein. Archemix shall be solely responsible for all costs and fees associated with such efforts. Archemix shall be solely responsible for Procuring all other Patent Rights related to the Licensed Aptamers including, without limitation, methods of use, formulations, and methods of manufacture.

SECTION 6
ENFORCEMENT AND DEFENSE

     6.1 Infringement of Licensed Patents. Each Party shall act in good faith to inform the other of any infringement of any of the Archemix Licensed Patents and/or SomaLogic

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

24

Licensed Patents within each of the Parties’ licensed fields by any Third Party of which it becomes aware. Subject to Section 6.2, each Party shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of its rights under the Licensed Patents by a Third Party, with legal counsel of its own choice. Prior to bringing suit (or taking other appropriate legal action), notice will be provided to the other Party and the Parties will have an opportunity to confer regarding the suit. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken by a single Party under this Section shall belong solely to the Party bringing such action.

In the event the Parties mutually agree that the activities of a Third Party constitute an actual, alleged or threatened infringement of both Parties’ rights under the Licensed Patents, subject to any restrictions contained within Third Party Agreements, the Parties, acting through the Patent Coordinators, shall jointly determine whether to bring suit (or take other appropriate legal action) against the actual, alleged or threatened infringement. If both Parties desire to take such action, they shall jointly determine how to share the expense and proceeds, if any, of the action and they shall jointly choose legal counsel. If the Parties can not agree on how to jointly proceed, then each Party shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of its rights under the Licensed Patents by a Third Party, with legal counsel of its own choice. If either Party declines to take any such action, the other Party shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of its rights under the Licensed Patents by a Third Party, with legal counsel of its own choice. In either case, any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken by a single Party under this Section shall belong solely to the Party bringing such action.

If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as party plaintiff if necessary to prosecute such action or proceeding, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit at the expense of the Party bringing such action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder.

     6.2 Licensed Aptamers. In the event that any infringement relates to any Patent Rights covering Licensed Aptamers, Archemix shall have the sole right but not the obligation to enforce such Patent Rights.

     6.3 Defense of Claims. Subject to any restrictions contained within any Third Party Agreements, in the event of the initiation of any suit by a Third Party Licensor against a Party hereunder for patent infringement arising out of such Party’s exercise of the license granted herein to the extent covered by a Third Party Agreement, such Party shall promptly notify the other Party in writing. The costs, expenses and responsibility for the defense of such suit shall be solely on the Party (or Parties) named in the suit unless otherwise agreed to by the Parties.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     6.4 Warranty Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 9 BELOW, WITH RESPECT TO THE LICENSED PATENTS OR PRODUCTS, INCLUDING ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SECTION 7
TERM AND TERMINATION

     7.1 Term. This Agreement shall commence upon the Restatement Effective Date and shall remain in effect until the expiration of the last to expire of the Archemix Licensed Patents, Archemix Patents, Other Archemix Patent Rights, SomaLogic Licensed Patents, SomaLogic Patents, and/or Other SomaLogic Patent Rights unless it is earlier terminated in accordance with this Section 7 (the “Term”).

     7.2 Termination for Material Breach. Failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained herein (a “Default”) shall entitle the Party that is not in Default (the “Terminating Party”), subject to the notice, cure and dispute resolution provisions set forth or referenced in this Section 7.2, to either: (i) terminate this Agreement in its entirety as provided in Section 7.3.1 or (ii) terminate the rights, licenses and options granted hereunder to the Party in Default as provided for in Section 7.3.2. Upon a Default, the Terminating Party shall give notice to the Breaching Party specifying the nature of the Default, demanding that it cure such Default, and stating its intention to terminate this Agreement if such Default is not cured. If such Default is not cured, or action undertaken that will cure such Default within [***] days after the receipt of such notice, then the Terminating Party shall be entitled, without prejudice to any other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement; provided, however, that any right to terminate this Agreement shall be stayed in the event that, during such [***] day period, the Breaching Party shall have initiated dispute resolution in accordance with Section 10.6 hereof with respect to the alleged Default.

     7.3 Consequences of Termination.

          7.3.1 Termination of this Agreement. Upon Default of this Agreement, subject to Section 7.2 above, the Terminating Party may choose to terminate this Agreement in its entirety. Upon such a termination, all rights and licenses conferred or granted hereunder shall terminate, subject to those obligations which survive termination as set forth in Section 7.7.

          7.3.2 Partial Termination. Upon Default of this Agreement, subject to Section 7.2 above, the Terminating Party may choose to terminate this Agreement in part as set forth herein. Upon such a partial termination, all rights, licenses and options granted to the Breaching Party hereunder shall terminate and the Agreement shall, in all other respects (including without limitation, the Terminating Party’s obligation to make payments hereunder if any) continue in full force and effect in accordance with its terms.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     7.4 Termination by Mutual Agreement. At any time, the Parties may agree in writing to terminate this Agreement, which termination shall be effective as of the date agreed upon by the Parties.

     7.5 Termination Upon Insolvency. This Agreement may be terminated by either Party upon notice to the other Party should such other Party: (i) consent to the appointment of a receiver or a general assignment for the benefit of creditors, or (ii) file or consent to the filing of a petition under any bankruptcy or insolvency law or have any such petition filed against it which has not been stayed within [***] days of such filing.

     7.6 Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code.

     7.7 Unilateral Right to Terminate. If the Restatement Effective Date does not occur on or before [***] business days from the Restatement Execution Date, either Party may terminate this Agreement immediately upon written notice to the other Party.

     7.8 Accrued Rights; Surviving Obligations. Termination of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to or on account of such termination. All remedies provided hereunder or elsewhere are cumulative. Sections 2.8.2, 2.16.2, 3.6, 3.9, 4, 7.3, 7.8, 8, 9.1(d), 10.4, 10.5, 10.6, 10.10, 10.13, and 10.14 of this Agreement shall survive the termination of this Agreement for any reason and, Section 1 hereof shall survive such termination to the extent any terms defined therein are used in such other surviving provisions.

SECTION 8
INSURANCE; INDEMNITY

     8.1 Insurance. Each Party shall maintain in full force and effect general liability insurance coverage, with terms comparable to those maintained by other similarly-situated biomedical companies engaged in similar activities, during the Term and for an additional period of [***] years thereafter. The amounts of insurance coverage required under this Section 8.1 shall not be construed to create a limit of the other Party’s liability with respect to its indemnification obligation under Section 8 or under any other provision of this Agreement.

     8.2 Indemnification. Subject to Section 8.3 below, from and after the Restatement Effective Date, except as otherwise herein specifically provided, each of the Parties hereto shall defend, indemnify and hold harmless the other Party and its successors and assigns, and their respective officers, directors, shareholders, partners and employees from and against all losses, damage, liability and expense including legal fees (but excluding punitive or consequential damages (including lost profits)) (“Losses”) incurred thereby or caused thereto arising out of or relating to (i) any breach or violation of, or failure to properly perform, any covenant or agreement made by such Indemnifying Party (as defined in Section 8.3) in this Agreement, unless waived in writing by the Indemnified Party (as defined in Section 8.3); (ii) any breach of any of the representations or warranties made by such Indemnifying Party in this Agreement;

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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(iii) the gross negligence or willful misconduct of the Indemnifying Party and (iv) product liability arising out of the manufacture, use, sale or importation of any product by the Indemnifying Party or an Affiliate or sublicensee of such Indemnifying Party.

     8.3 Indemnification Procedure. If either Archemix or SomaLogic (in each case an “Indemnified Party”) receives any written claim which it believes is the subject of indemnity hereunder by the other Party (in each case an “Indemnifying Party”) the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided, however, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party except to the extent the Indemnifying Party can demonstrate that such failure materially prejudiced the rights of the Indemnifying Party. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party does not so assume the defense of such claim, the Indemnified Party may assume such defense with counsel of its choice at the sole expense of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be borne solely by the Indemnified Party.

     8.4 Assistance. The Party not assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and all out-of-pocket costs of such assistance shall be borne solely by the Indemnifying Party.

     8.5 Settlement. No such claim shall be settled other than by the Party defending the same, and then only with the consent of the other Party, which shall not be unreasonably withheld; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

     8.6 Limitation on Losses. IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR AFFILIATES BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY OTHER PARTY, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (A) THE MANUFACTURE, USE OR SALE OF ANY PRODUCT DEVELOPED OR MARKETED HEREUNDER OR (B) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT EXCEPT TO THE EXTENT REQUIRED FOR AN INDEMNIFYING PARTY TO PROVIDE INDEMNITY TO AN INDEMNIFIED PARTY AGAINST SUCH DAMAGES PURSUANT TO SECTION 8.3 IN THE EVENT SUCH DAMAGES ARE SUCCESSFULLY ASSERTED AGAINST AN INDEMNIFIED PARTY BY A THIRD PARTY.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

28

SECTION 9
REPRESENTATIONS, WARRANTIES AND COVENANTS

     9.1 Representations, Warranties and Covenants of Archemix and SomaLogic. Each Party hereby represents, warrants and covenants to the other Party as of the Restatement Effective Date as follows:

          (a) Such Party has the power, authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered by an authorized officer of such Party and constitutes a legal, valid, binding obligation of such Party and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity.

          (b) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder do not conflict with or violate any requirement of applicable law or regulation or any provision of articles of incorporation, bylaws or limited partnership agreement of such Party, as applicable, in any material way, and do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound.

          (c) Such Party is a legally organized entity and in good standing under the laws of the state of its incorporation, and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.

          (d) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

     9.2 Additional Covenants of SomaLogic. SomaLogic hereby covenants and agrees that (a) on or before [***] business days from the Restatement Execution Date, it shall enter into an amendment to the EC Technology License Agreement in form and substance reasonably acceptable to Archemix (the “EC License Amendment”) and provide Archemix with a copy of the EC License Amendment, as so executed; (b) it shall not amend the EC License Agreement if such amendment would affect any of the rights or licenses granted to Archemix under this Agreement or terminate the EC License Agreement without, in either case, the prior written consent of Archemix, which consent shall not be unreasonably withheld; (c) it shall give not less than [***] days’ prior written notice to Archemix in the event that SomaLogic proposes to enter into any amendment to the EC License Agreement, which notice shall describe in reasonable detail the proposed amendment; and (d) it shall give prompt written notice to Archemix in the event that SomaLogic receives any notice from EC Technology LLC of any breach by

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

29

SomaLogic of any of the terms of the EC License Agreement or that otherwise seeks to terminate the EC License Agreement.

     9.3 Additional Covenant of Archemix. Archemix hereby covenants and agrees that it shall not during the Term of this Agreement grant a license to any Third Party to research, develop, make, have made, use, have used, sell, offer for sale, have sold, keep, import or export Aptamers that bind to [***] for use in the Manufacturing Purification Field.

     9.4 Additional Covenants of the Parties. Each of the Parties hereby covenants and agrees (a) during the period commencing on the Restatement Execution Date and continuing for [***] business days, it shall take such actions as may be reasonably necessary to finalize the exhibits to this Agreement to the reasonable acceptance of the other Party and (b) to provide the other Party with prompt written notice to the extent all the exhibits referred to in Section 9.4(a) are reasonably acceptable to such Party (each, a “Final Acceptance Notice”).

SECTION 10
MISCELLANEOUS

     10.1 Force Majeure. If the performance of any part of this Agreement by either Party, or of any obligation under this Agreement, is prevented, restricted, interfered with or delayed by reason of any cause beyond the control of the Party liable to perform (a “Force Majeure Event”), unless conclusive evidence to the contrary is provided, the Party so affected shall give written notice to the other Party within [***] days after the occurrence of such Force Majeure Event and, upon giving written notice to the other Party, be excused from such performance to the extent of such prevention, restriction, interference or delay, provided that the affected Party shall use its reasonable best efforts to avoid or remove such causes of nonperformance and shall continue performance with the utmost dispatch whenever such causes are removed. When such circumstances arise, the Parties shall discuss what, if any, modification of the terms of this Agreement may be required in order to arrive at an equitable solution. Force Majeure Events shall include, without limitation, war, revolution, invasion, insurrection, riots, mob violence, labor strikes, sabotage or other civil disorders, acts of God, or limitations imposed by laws, regulations or rules of any government or governmental agency.

     10.2 Assignment. Without the prior written consent of the other Party hereto, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided, however, that either Party may assign this Agreement, without the consent of the other Party, to the purchaser or successor by merger, consolidation or change of control of all or substantially all of its business or assets related to Aptamers and their use.

     10.3 Severability. In the event any provision of this Agreement shall be held illegal, void, or ineffective, then the Parties shall promptly negotiate in good faith a lawful, valid and enforceable provision that is as similar to the invalid provision as may be possible, in order to maintain the benefits and burdens accruing to the Parties hereunder, and the remaining portions hereof shall remain in full force and effect. In the event that the Parties cannot agree on a provision to replace such invalid provision, and the provision is material to a Party’s overall benefits and burdens hereunder, then the Parties shall attempt, in good faith, to amend this

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

30

Agreement to maintain the overall balance of benefits and burdens between the Parties as set forth herein.

     10.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the rules of conflict of laws thereof.

     10.5 Notices. All notices or other communications that are required or permitted hereunder shall be in writing and delivered personally, sent by telecopier (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

     If to Archemix, to:

Archemix Corp.
300 Third Street
Cambridge, MA 02142
Attn: Legal

with a copy to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC
One Financial Place
Boston, MA 02111
Attn: John J. Cheney, Esq.

     If to SomaLogic, to:

SomaLogic, Inc.
1775 38^th Street
Boulder, CO 80301
Attn.: Legal Department

or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such communication shall be deemed to have been given: (i) when delivered, if personally delivered or sent by telecopier on a business day, (ii) on the business day after dispatch, if sent by nationally-recognized overnight courier, and (iii) on the third business day following the date of mailing, if sent by registered mail. It is understood and agreed that this Section 10.5 is not intended to govern the day-to-day business communications necessary between the Parties in performing their duties, in due course, under the terms of this Agreement.

     10.6 Dispute Resolution.

          (a) Prior to engaging in any formal dispute resolution with respect to any dispute, controversy or claim arising out of or in relation to this Agreement or the breach, termination or invalidity hereof (each, a “Dispute”), the Chief Executive Officers of the Parties,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

31

or their single designate, shall attempt over a period of [***] days to resolve such Dispute. Such attempt may at the request of a Party include a [***] day period of mediation by a Third Party whose selection is agreed upon by the Parties. In the event of mediation, the Parties shall bear equally the costs associated with the mediation.

          (b) Any Dispute that cannot be settled amicably by agreement of the Parties pursuant to Section 10.6(a) shall be finally settled by arbitration in accordance with the process set forth on Exhibit 10.6(b).

     10.7 Modifications. No amendment, modification, release or discharge hereof shall be binding upon the Parties unless in writing and duly executed by authorized representatives of both Parties.

     10.8 Headings. The headings used in this Agreement are intended for convenience only and shall not be considered part of the written understanding between the Parties and shall not affect the construction of this Agreement.

     10.9 Equitable Relief. Nothing in this Agreement shall preclude a Party from seeking interim or provisional relief, in the form of a temporary restraining order, preliminary injunction or other interim equitable relief concerning a dispute prior to or during an arbitration pursuant to Section 10.6 necessary to protect the interests of such Party.

     10.10 Waiver. No failure or delay on the part of either Party in the exercise of any power or right hereunder shall operate as a waiver thereof. No single or partial exercise of any right or power hereunder shall operate as a waiver of such right or of any other right or power. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach hereunder.

     10.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     10.12 No Benefit to Third Parties. The representations, warranties, covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any Third Parties.

     10.13 Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The Parties have participated equally in the formation of this Agreement; the language of this Agreement shall not be presumptively construed against any Party.

     10.14 Entire Agreement This Agreement and the other agreements referenced herein constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all previous writings and understandings.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

32

     10.15 Compliance with Gilead Agreement. Each of SomaLogic and Archemix hereby acknowledges and agrees that this Agreement complies fully and completely with the provisions set forth in the Gilead-Archemix Agreement. All provisions of the Gilead-Archemix Agreement which are required to be included in this Agreement are hereby incorporated in this Agreement.

[Remainder of this page intentionally left blank]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

33

     WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

ARCHEMIX CORP.	SOMALOGIC, INC.
By:	By:
Name:	Name:
Title:	Title:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

34

Exhibit 1.8

Archemix Patents Rights

Archemix owned as of June 27, 2007

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

     Gilead licensed as of June 27, 2007-07-03

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

2

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

3

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

4

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

5

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

6

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]			[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

7

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

8

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

9

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

10

Exhibit 1.58

Reserved Targets

[***]

[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act

11

Exhibit 1.70

SomaLogic Patent Rights

SomaLogic Owned as of June 28, 2007

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

Gilead licensed as of June 28, 2007

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]				[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]						[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]							[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]						[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

11

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]					[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

12

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

13

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

14

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]				[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

15

Exhibit 1.73

SomaLogic EC Patents

As of June 28, 2007

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]			[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

IMATTERNO	COUNTRYID	STATUS	TYPE	SERIALNO	FILE	PATENTNO	ISSUE	PUBLNO	PUBL	TITLE
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]		[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]				[***]
[***]	[***]	[***]	[***]	[***]	[***]			[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]					[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]			[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

Exhibit 2.8.1(a)

Archemix Third Party Agreements

     The License Agreement between Gilead Sciences, Inc. and Archemix Corp., dated October 23, 2001.

     Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit 2.8.1(b)

SomaLogic Third Party Agreements

The License, Assignment and Sale Agreement by and among SomaLogic, Inc., Gilead Sciences, Inc. and University Technology Corporation dated November 11, 1999, as amended on January 13, 2004.

The License Agreement between SomaLogic, Inc. and [***] dated June 14, 2004, as amended on June 29, 2007.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Exhibit 10.6(b)

Dispute Resolution for Disputes under Section 10.6(b)

     A. Any arbitration commenced pursuant to Section 10.6(b) above will be conducted in accordance with the following rules:

     (1) In the event that either Party (the “Complaining Party”) notifies the other (the “Defending Party”) in writing that it believes that the Defending Party is acting in violation of this Agreement, and in that notification states with reasonable particularity the nature of such alleged violation, the Parties will then cooperate in an expedited arbitration proceeding in which the merits of such allegation are determined.

     (2) Immediately upon receipt of the above-mentioned notification, the Parties will confer and seek to agree upon a single arbitrator who is available to hear and decide the merits of the alleged violation within the time frame set forth herein. If such agreement is not reached within [***] days of said notification, the Parties will, on the first business day following, the expiration of such [***] days, jointly request in writing, sent immediately by facsimile, that the Chicago, Illinois office of the American Arbitration Association (“AAA“) select an arbitrator within [***] days who the AAA believes, in its sole discretion, is qualified and sufficiently available to decide the matters in issue and to do so within the time frame set forth herein. If either Party fails to join in such joint request the other Party shall have the right to make such request on behalf of both Parties.

     (3) Within [***] days following the designation of the arbitrator, the Complaining Party shall serve, by immediate facsimile, upon the Defending Party and the arbitrator, its factual and legal submission, together with all documents it wishes to be considered by the arbitrator, in support of its claim that the Defending Party is acting in violation of this Agreement.

     (4) Within [***] days following the service of the submission referred to in sub-subsection (3) above, the Defending Party shall serve, by immediate facsimile, upon the Complaining Party, its factual and legal submission together with all documents it wishes to be considered by the arbitrator, in opposition to the Complaining Party’s allegations.

     (5) Within [***] days after service of the Defending Party’s submission, either Party may request from the other Party any specifical1y identified document in the other Party’s possession which the requesting Party believes is relevant and important for the arbitrator to consider in deciding the case. Within [***] days after receiving such request, the other Party shall either provide the requested documents or notify the requesting Party and arbitrator that it opposes the request or some part thereof, in which case the arbitrator shall hold

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

a conference call with the Parties within [***] days, hear the Parties’ arguments, and decide and provide the Parties with a copy of a written decision, under the general principles followed in AAA proceedings, within [***] days, what documents must be provided. Within [***] days after such decision by the arbitrator, all documents required to be produced shall be delivered to the requesting Party. In the event of a Party’s failure to make timely production of documents pursuant to the arbitrator’s ruling, the arbitrator shall have discretion to disallow or limit the claim or defense of that Party.

     (6) Within [***] days after production of all documents by the Parties as provided for herein, the arbitrator shall request, by facsimile to the Parties, any further factual or legal information from the Parties he/she believes to be necessary to decide the matters in issue. The Parties shall provide such information to the arbitrator and to each other within [***] days of said request.

     (7) Within [***] days after the completion of document production, the arbitrator shall hold a hearing at a location of the arbitrator’s choosing in Chicago. The length of such hearing, the number of witnesses, the number of documents to be considered, and all other aspects of such hearing shall be determined by the arbitrator such that such hearing does not last for more than ten (10) days, including weekends.

     (8) Within [***] days after the close of the hearing, either Party may submit to the arbitrator, with service upon the other, further written arguments based upon evidence heard at the hearing.

     (9) Within [***] days after the close of the hearing, the arbitrator shall render her/his written decision, sent by facsimile to the Parties, on all issues submitted for decision. The arbitrator shall state briefly the facts and reasons for such decision.

     (10) Within [***] days after receiving the decision, either Party may submit a request to the arbitrator, with service by facsimile on the other Party, for reconsideration of the decision, setting forth all factual and legal arguments in support of such request. Within [***] days thereafter, the other Party may submit to the arbitrator, with service by facsimile on the other Party, an opposition or other response to the request.

     (11) Within [***] days after receipt of any such requests for reconsideration and responses thereto, the arbitrator shall render her/his decision as to such request and a final ruling on the merits of all claims heard in the arbitration. This decision will be final and binding upon the Parties as to all issues decided in the arbitration, subject only to judicial review under the Federal Arbitration Act.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

     (12) The Parties shall pay promptly and in equal shares all expenses of the arbitration as assessed by the arbitrator and/or the AAA.

     (13) In addition to the specific powers and responsibilities set forth herein, the arbitrator shall have all powers and discretion customarily exercised in arbitrations under the Commercial Rules of the AAA.

     B. If either Party hereto wishes to have an interpretation as to whether a particular action or proposed action would violate this Agreement, such Party may commence an arbitration to determine whether such action would constitute a violation. Any arbitration commenced pursuant to this section B will be conducted in accordance with the following rules:

     (1) In the event a Complaining Party wishes to obtain a declaratory ruling in arbitration as to whether a particular action or proposed action would violate this Agreement, the Complaining Party shall notify the Defending Party and in that notification state with reasonable particularity the nature of the issue raised and the declaratory ruling sought, and the Parties will then cooperate in an expedited arbitration proceeding in which the merits of such declaratory relief are determined.

     (2) Immediately upon receipt of the above-mentioned notification, the Parties will confer and seek to agree upon a single arbitrator who is available to hear and decide the merits of the declaratory relief requested within the time frame set forth herein. If such agreement is not reached within [***] days after said notification, the Parties will, on the first business day following the expiration of such [***] days, jointly request in writing, sent immediately by facsimile, that the Chicago office of the AAA select an arbitrator within [***] days who the AAA believes, in its sole discretion, is qualified and sufficiently available to decide the matters in issue and to do so within the time frame set forth herein. If either Party fails to join in such joint request, the other Party shall have the right to make such request on behalf of both Parties.

     (3) Within [***] days following the designation of the arbitrator, the Complaining Party shall serve, by immediate facsimile, upon the Defending Party and the arbitrator, its factual and legal submission, together with all documents it wishes to be considered by the arbitrator, in support of the declaratory relief requested.

     (4) Within [***] days following the service of the submission referred to in sub-subsection (3) above, the Defending Party shall serve, by immediate facsimile, upon the Complaining Party, its factual and legal submission together with all documents it wishes to be considered by the arbitrator, in opposition to the Complaining Party’s allegations.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

     (5) Within [***] days after the service of the Defending Party’s submission, the arbitrator shall hold a hearing at a location of the arbitrator’s choosing in Chicago. The length of such hearing, the number of witnesses, the number of documents to be considered, and all other aspects of such hearing shall be determined by the arbitrator such that such hearing does not last for more than ten (10) days, including weekends.

     (6) Within [***] days after the close of the hearing, either Party may submit to the arbitrator, with service upon the other, further written arguments based upon evidence heard at the hearing.

     (7) Within [***] days after the close of the hearing, the arbitrator shall render her/his written decision, sent by facsimile to the Parties, on all issues submitted for decision. The arbitrator shall state briefly the facts and reasons for such decision.

     (8) Within [***] days after receiving the decision, either Party may submit a request to the arbitrator, with service by facsimile on the other Party, for reconsideration of the decision, setting forth all factual and legal arguments in support of such request. Within [***] days thereafter, the other Party may submit to the arbitrator, with service by facsimile on the other Party, an opposition or other response to the request.

     (9) Within [***] days after receipt of any such requests for reconsideration and responses thereto, the arbitrator shall render her/his decision as to such request and a final ruling on the merits of all claims heard in the arbitration. This decision will be final and binding upon the Parties as to all issues decided in the arbitration, subject only to judicial review under the Federal Arbitration Act.

     (10) The Parties shall pay promptly and in equal shares all expenses of the arbitration as assessed by the arbitrator and/or the AAA.

     (11) In addition to the specific powers and responsibilities set forth herein, the arbitrator shall have all powers and discretion customarily exercised in arbitrations under the Commercial Rules of the AAA.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

Exhibit 2.12(a)

MATERIALS TRANSFER AGREEMENT — SOMALOGIC TO ARCHEMIX

          This Agreement is made as of                      by and between SomaLogic, Inc., a Delaware corporation with its principal place of business located at 1775 38^th Street, Boulder, CO 80301 (“SomaLogic”) and Archemix Corp., having its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Archemix”). SomaLogic and Archemix may each be referred to herein individually as a “Party” and collectively as the “Parties”.

          WHEREAS, SomaLogic is the owner of the materials (“Materials”) and all rights, title and interest therein; and

          WHEREAS, Archemix has an interest in evaluating the suitability of the Materials for therapeutic applications (either as a therapeutic agent directly or with modifications to be introduced later by Archemix);

          WHEREAS, SomaLogic desires to transfer and Archemix desires to receive the Materials for the purpose of conducting Research.

          NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows with respect to access to and use of the Materials:

          1. Materials. “Materials” shall mean aptamers identified by SomaLogic.

          2. Research. “Research” means some or all of the following experiments to determine an aptamer’s suitability for further development. Additional testing, including experimental efforts to deduce the chemical composition and/or sequence of the aptamer, are specifically prohibited.

a)

Aptamer affinity. The [***] of the aptamer for its [***] will be [***] through a [***] in which [***] is combined with a known [***] of the aptamer [***] and the [***] aptamer [***] to the [***]. By [***] the [***], aptamer [***] for the [***] will be [***]. [***], aptamer [***] will be [***] and a [***] used to [***] aptamer. [***] will be [***] the [***] of the aptamer for [***] in its [***] (i.e., [***].

b)

Aptamer specificity. Using [***] described above, Archemix will test the aptamer for [***] to both [***] and [***]. For example, [***] to [***] will be [***] to [***] the aptamer is likely to [***] in [***]. [***] to [***] and [***] will be [***] to [***] the [***] for [***] that could translate into either [***] or [***]. [***] to the [***] used in SELEX may be [***] if [***] to the [***] is [***] (and to thereby show [***] of the [***] is [***]). [***] to [***] may be

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

[***] to [***] the [***] that might [***] (e.g., if aptamer [***] is likely to [***] for [***] with the [***].

c)	Activity in biochemical functional assays. The [***] of the aptamer to [***] the [***] of the [***] will be [***] using [***]. For [***] with [***] may be [***] using an [***] in which [***] is [***] and [***] in the [***] of either [***] are [***]. For [***] that [***] with another [***] its [***] (e.g., as a [***]), the aptamer will be [***] the [***] to [***] this [***] under [***]. Most commonly, this will be done [***] a [***] in which [***] is [***] to a [***] and the other [***] using an [***].
d)	Activity in cellular functional assays. The [***] of the aptamer to [***] the [***] of the [***] will be [***] using [***]. For [***] that [***] with another [***] its [***] (e.g., as a [***]) where one of the [***] is [***] the [***] of a [***], the aptamer will be [***] the [***] to [***] this [***] that [***] the [***] on the [***]. Most commonly this will be done [***] a [***] in which [***] is [***] a [***]. For [***] in [***] in the [***] may be [***]. For example, [***] of [***] may be [***] using [***] of [***]. Alternatively, [***] in which [***] of a [***] is [***] the [***] of a [***] may be [***] the [***] or [***] of the aptamer.
e)	Secondary pharmacology. The [***] of the aptamer to [***] through its [***] with [***] to [***] (e.g., [***], and [***]) will be [***] using [***] (e.g., [***]).

          3. Transfer of Materials. Subject to the provisions of this Agreement, SomaLogic shall transfer to Archemix the Materials as specified below and hereby grants to Archemix a non-exclusive, royalty-free license to use the intellectual property rights embodied in the Materials for the purpose of enabling Archemix to conduct Research. Archemix acknowledges that this Agreement conveys no other rights of any sort with respect to the Materials or the intellectual property rights embodied therein and that SomaLogic shall not be obligated by this Agreement to provide any such rights in the future.

SomaLogic will provide Archemix with enough Material to complete the experimental program outlined above. In no case, however, will SomaLogic be obligated to provide more than [***] of aptamer for initial testing. Material will be provided as a [***] or [***] in purified form suitable for in vitro testing [***] and/or [***] into [***]. Material will be provided together with a Certificate of Analysis indicating the purity of the material and the method used to determine its purity. If significant concentrations of major contaminants are known (e.g., primers or NTPs used for enzymatic synthesis) they will be identified in the Certificate of Analysis. The aptamer will be provided with a [***] such that subsequent [***] can be achieved.

Where possible, SomaLogic will provide Archemix with the applicable target protein in its unmodified form as well as with any modified forms (e.g., biotinylated) used for the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

SELEX experiment. If the target is commercially available, SomaLogic will provide information on the source and it will be Archemix’s responsibility to obtain the target from the commercial supplier.

          4. Publication. Archemix agrees to acknowledge SomaLogic as the source of the Materials in any publication reporting on Archemix’s use thereof.

          5. Confidentiality Obligations of Archemix. Archemix acknowledges that the Materials (and the intellectual property rights embodied therein) are considered proprietary to SomaLogic and hereby covenants that it and each of its employees shall receive and hold the Materials in trust and confidence. Archemix shall use reasonable efforts to protect the confidentiality of the Materials, including efforts commensurate with those employed by Archemix for the protection of its own proprietary information. Archemix shall restrict disclosure of the Materials to those of its employees who in Archemix’s judgment have a need to use the Materials for the purposes authorized under Section 2. Archemix has and will maintain an appropriate arrangement with each of its employees provided access to the Materials, sufficient to enable Archemix to comply with the provisions of this Agreement. Archemix shall not transmit or otherwise provide access to the Materials by any third party without the prior written consent of SomaLogic.

          6. Disclaimer. Archemix accepts the Materials with the knowledge that they are experimental in nature and hereby covenants to comply with all applicable laws and regulations relating to the handling, use, storage and disposal of such Materials. SOMALOGIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND HEREBY DISCLAIMS SAME. SOMALOGIC MAKES NO EXPRESS OR IMPLIED WARRANTY THAT THE MATERIALS DO NOT INFRINGE PATENTS OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES AND HEREBY DISCLAIMS THE SAME.

          7. Waiver. Archemix hereby waives any claims that might arise against SomaLogic relating to the Materials (other than claims that arise out of SomaLogic’s negligence with respect to identification or delivery of the Materials) and hereby covenants and agrees that it shall indemnify and hold SomaLogic and its affiliates, trustees, officers, medical staff, employees and agents (and their respective successors, heirs and assigns) harmless against any cost, damage, liability, loss or expense (including reasonable attorney’s fees and litigation expenses) incurred by or imposed upon them in connection with any actions, claims, demands, suits or judgments arising out of or relating to Archemix’s handling, use, storage or disposal of the Materials.

          8. Termination. SomaLogic may terminate this Agreement with ten days written notice to Archemix at the address set forth below if Archemix breaches any of its obligations set forth herein, unless Archemix cures such breach within said ten-day period. Upon termination, Archemix shall destroy all Materials and any other materials embodying the intellectual property rights embodied in the Materials and shall provide

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

SomaLogic with a written certification of same within five business days of termination. Sections 4, 5, 7, 8 and 9 shall survive any termination of this Agreement.

          9. Miscellaneous. (a) Any notice to be given hereunder shall be in writing and shall be deemed given when delivered by facsimile, personally or one business day after it is mailed by Express Mail, postage prepaid to the addresses set forth below or to such other place as any Party may designate by written notice to the other Parties; (b) this Agreement shall be governed by and construed in accordance with the law (other than the choice of law provisions) of The Commonwealth of Massachusetts; (c) this Agreement represents the entire understanding between the Parties with respect to the subject matter described, supersedes all prior or contemporaneous understandings and agreements, oral or written, between the parties with respect to the subject matter and cannot be modified except by a written instrument signed by the authorized representative of each Party; (d) this Agreement shall inure to the benefit of and be binding upon the Parties, and their successors and permitted assigns; and (e) this Agreement is not intended to confer on any other person any rights, remedies, obligations or liabilities under or by reason of this Agreement.

If to Archemix:
Archemix Corp.
300 Third Street
Cambridge MA 02142
Attn: Legal Department
(617) 621-7700 (Tel.)
(617) 621-9300 (Fax)

If to SomaLogic:
SomaLogic, Inc.
1775 38^th Street
Boulder, CO 80301
Attn: Legal Department

(303) 625-9000 (Tel.)
(303) 449-1057 (Fax)

     10. Archemix may assign its rights or delegate its obligations under this Agreement only in connection with a merger or similar reorganization or the sale of all or substantially all of its assets.

     IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized representatives effective as of the date set forth above.

ARCHEMIX CORP.

By:

Name:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

Title:

SOMALOGIC INC.

By:

Name:

Title:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

Exhibit 2.12(B)

MATERIALS TRANSFER AGREEMENT — ARCHEMIX TO SOMALOGIC

     This Agreement is made as of                      by and between Archemix Corp., a Delaware corporation with its principal place of business at 300 Third Street, Cambridge, Massachusetts 02142 (“Archemix”) and SomaLogic, Inc., a Delaware corporation with its principal place of business located at 1775 38^th Street, Boulder, CO 80301 (“SomaLogic”). Archemix and SomaLogic may each be referred to herein individually as a “Party” and collectively as the “Parties”.

     WHEREAS, SomaLogic has an interest in evaluating the suitability of the Archemix Aptamer Materials for ex vivo applications;

     WHEREAS, Archemix is obligated to provide SomaLogic with Archemix Target Materials to be used by SomaLogic to elicit aptamers under its Target Screening obligations set forth in Section 2.13 of the Archemix-SomaLogic License Agreement;

     WHEREAS, Archemix desires to transfer and SomaLogic desires to receive the Materials for the purpose of conducting Research.

     NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows with respect to access to and use of the Materials:

     1. Materials. “Materials” shall mean aptamers identified by Archemix and the targets to such aptamers (“Archemix Aptamer Materials”) or targets in Archemix’s possession provided to SomaLogic to conduct Target Screening pursuant to Section 2.13 of the Archemix-SomaLogic License Agreement (“Archemix Target Materials”).

     2. Research.

          (a) Archemix Aptamer Materials. In the case of Archemix Aptamer Materials, ”Research” means some or all of the following experiments to determine an aptamer’s suitability for further development. For purposes of clarity, [***] testing, including the [***] the [***] and/or [***] aptamer, is [***].

               (i) Aptamer affinity. The [***] of the aptamer for its [***] will be [***] through a [***] in which [***] is combined with a known [***] of the aptamer [***] and the [***] aptamer [***] to the [***]. By [***] the [***], aptamer [***] for the [***] will be [***]. [***], aptamer [***] will be [***] and a [***] used to [***] aptamer. [***] will be [***] the [***] the aptamer for [***] in its [***] (i.e., [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

               (ii) Aptamer specificity. Using [***] [***] described above, Archemix will test the aptamer for [***] to both [***] and [***]. For example, [***] to [***] will be [***] to [***] the aptamer is likely to [***] in [***]. [***] to [***] and [***] will be [***] to [***] the [***] for [***] that could translate into either [***] or [***]. [***] to the [***] used in SELEX may be [***] if [***] to the [***] is [***] (and to thereby show [***] of the [***] is [***]). [***] to [***] may be [***] to [***] the [***] that might [***] (e.g., if aptamer [***] is likely to [***] for [***] with the [***].

     (iii) Suitability for use in detection assays. SomaLogic will test the ability of the aptamer to accurately and precisely measure the [***] of the aptamer [***] (and [***]) in a variety of different [***]. Such testing may include (a) [***] of the aptamer [***] either [***] or [***] of a [***] with [***] aptamers, (b) [***] the aptamer with a [***] by [***] of the aptamer and [***] a [***] or (c) [***] of the aptamer [***] it [***] a [***] in a [***] without [***] either [***] or [***] of the aptamer from the [***].

     (b) Archemix Target Materials. In the case of Archemix Target Materials, “Research” means any experiments to identify and characterize aptamers to those materials.

     3. Transfer of Materials. Subject to the provisions of this Agreement, Archemix shall transfer to SomaLogic the Materials as specified below and hereby grants to SomaLogic a non-exclusive, royalty-free license to use the intellectual property rights embodied in the Materials for the purpose of enabling SomaLogic to conduct Research. SomaLogic acknowledges that this Agreement conveys no other rights of any sort with respect to the Materials or the intellectual property rights embodied therein and that Archemix shall not be obligated to provide any such rights in the future.

Archemix will provide SomaLogic with up to [***] of aptamer, as requested by SomaLogic. In no case, however, will Archemix be obligated to provide more than [***] of aptamer for initial testing. Material will be provided as a [***] or [***] in purified form suitable for in vitro testing [***] and/or [***] into [***]. Material will be provided together with a Certificate of Analysis indicating the purity of the material and the method used to determine its purity. If significant concentrations of major contaminants are known (e.g., primers or NTPs used for enzymatic synthesis) they will be identified in the Certificate of Analysis. The aptamer will be provided with a [***] such that subsequent [***] can be achieved.

With respect to Archemix Aptamer Materials and where possible, Archemix will provide SomaLogic with the applicable target in its unmodified form as well as with any modified forms (e.g., biotinylated) used for the SELEX experiment. If the target is commercially available, Archemix will provide SomaLogic information on the source,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

and it will be SomaLogic’s responsibility to obtain the target from the commercial supplier.

With respect to Archemix Target Materials, Archemix will provide SomaLogic with 1 mg of each purified target.

     4. Publication. SomaLogic agrees to acknowledge Archemix as the source of the Materials in any publication reporting on SomaLogic’s use thereof.

     5. Confidentiality Obligations of SomaLogic. SomaLogic acknowledges that the Materials (and the intellectual property rights embodied therein) are considered proprietary to Archemix and hereby covenants that it and each of its employees shall receive and hold the Materials in trust and confidence. SomaLogic shall use reasonable efforts to protect the confidentiality of the Materials, including efforts commensurate with those employed by SomaLogic for the protection of its own proprietary information. SomaLogic shall restrict disclosure of the Materials to those of its employees who in SomaLogic’s judgment have a need to use the Materials for the purposes authorized under Section 2. SomaLogic has and will maintain an appropriate arrangement with each of its employees provided access to the Materials, sufficient to enable SomaLogic to comply with the provisions of this Agreement. SomaLogic shall not transmit or otherwise provide access to the Materials by any third party without the prior written consent of Archemix.

     6. Disclaimer. SomaLogic accepts the Materials with the knowledge that they are experimental in nature and hereby covenants to comply with all applicable laws and regulations relating to the handling, use, storage and disposal of such Materials. ARCHEMIX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND HEREBY DISCLAIMS SAME. ARCHEMIX MAKES NO EXPRESS OR IMPLIED WARRANTY THAT THE MATERIALS DO NOT INFRINGE PATENTS OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES AND HEREBY DISCLAIMS THE SAME.

     7. Waiver. SomaLogic hereby waives any claims that might arise against Archemix relating to the Materials (other than claims that arise out of Archemix’s negligence with respect to identification or delivery of the Materials) and hereby covenants and agrees that it shall indemnify and hold Archemix and its affiliates, trustees, officers, medical staff, employees and agents (and their respective successors, heirs and assigns) harmless against any cost, damage, liability, loss or expense (including reasonable attorney’s fees and litigation expenses) incurred by or imposed upon them in connection with any actions, claims, demands, suits or judgments arising out of or relating to SomaLogic’s handling, use, storage or disposal of the Materials.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

     8. Termination. Archemix may terminate this Agreement with ten days written notice to SomaLogic at the address set forth below if SomaLogic breaches any of its obligations set forth herein, unless SomaLogic cures such breach within said ten-day period. Upon termination, SomaLogic shall destroy all Materials and any other materials embodying the intellectual property rights embodied in the Materials and shall provide Archemix with a written certification of same within five business days of termination. Sections 4, 5, 7, 8 and 9 shall survive any termination of this Agreement.

     9. Miscellaneous. (a) Any notice to be given hereunder shall be in writing and shall be deemed given when delivered by facsimile, personally or one business day after it is mailed by Express Mail, postage prepaid to the addresses set forth below or to such other place as any Party may designate by written notice to the other Parties; (b) this Agreement shall be governed by and construed in accordance with the law (other than the choice of law provisions) of the State of Colorado; (c) this Agreement represents the entire understanding between the Parties with respect to the subject matter described, supersedes all prior or contemporaneous understandings and agreements, oral or written, between the parties with respect to the subject matter and cannot be modified except by a written instrument signed by the authorized representative of each Party; (d) this Agreement shall inure to the benefit of and be binding upon the Parties, and their successors and permitted assigns; and (e) this Agreement is not intended to confer on any other person any rights, remedies, obligations or liabilities under or by reason of this Agreement.

If to SomaLogic:
SomaLogic, Inc.
1775 38^th Street
Boulder, Colorado 80301
Attn: Legal Department
(303) 625-9000 (Tel.)
(303) 449-1057 (Fax)

If to Archemix:
Archemix Corp.
300 Third Street
Cambridge MA 02142
Attn: Legal Department
(617) 621-7700 (Tel.)
(617) 621-9300 (Fax)

     10. SomaLogic may assign its rights or delegate its obligations under this Agreement only in connection with a merger or similar reorganization or the sale of all or substantially all of its assets.

     IN WITNESS WHEREOF, the Parties have caused this agreement to be executed by their duly authorized representatives effective as of the date set forth above.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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SOMALOGIC INC.

By:

Name:

Title:

ARCHEMIX CORP.

By:

Name:

Title:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

EX-10.13

Exhibit 10.13

LICENSE AGREEMENT

     THIS LICENSE AGREEMENT (this “Agreement”), dated as of October ___, 2003 (the “Effective Date”), is entered into between Archemix Corp., a Delaware corporation, having a place of business at 1 Hampshire Street, Cambridge, MA 02139 (“Archemix”), and Regado Biosciences, Inc., a Delaware corporation, having a place of business at                                                             , (“Regado”).

     WHEREAS, Archemix owns or has rights in certain technology regarding aptamers and their modifications; and

     WHEREAS, Regado desires to obtain a worldwide license under Archemix’s rights in such technology to develop and commercialize Licensed Products for use in therapeutics.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties agree as follows:

1 DEFINITIONS

1.1	“Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, at least fifty percent (50%) of the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever.
1.2	“Anti-Fibrin Activity” shall mean the elimination or modulation of fibrin deposition, platelet adhesion and/or platelet aggregation in humans.
1.3	“Anti-Fibrin Antidote Activity” shall mean the termination or modulation of Anti-Fibrin Activity.
1.4	“Aptamers” shall mean oligonucleotides, including any structural variations and modifications, derivatives, homologs, analogs and/or mimetics thereof, identified through the SELEX Process.
1.5	“Commercial License” shall have the definition set forth in Section 2.1(b).
1.6	“Controlled” shall mean, with respect to a particular item of information or intellectual property right, that the applicable Party owns or has a license to such item or right and has the ability to grant to the other Party access to and a license or sublicense (as applicable) under such item or rights as provided for in this Agreement without violating the terms of any agreement or other arrangement with any Third Party.
1.7	“Damages” shall mean any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses, court costs, and reasonable fees and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

	disbursements of counsel, consultants and expert witnesses incurred by a Party hereto (including any interest payments which may be imposed in connection therewith).
1.8	“Excluded Aptamers” shall mean (a) [***], (b) [***], and (c) any Aptamer directed to a target for use outside the Field and (d) the following targets:

i.	[***];
ii.	[***];
iii.	[***];
iv.	[***];
v.	[***];
vi.	[***];
vii.	[***];
viii.	[***]; and
ix.	[***].

1.9	“Field” shall mean the use of a Licensed Product for the treatment of diseases or conditions in humans caused or characterized by factors involved in, and the modulation of, fibrin deposition, platelet adhesion and/or platelet aggregation; provided, however, that the Field shall not include the treatment of any conditions or diseases of the [***] and [***], the [***] or the [***]. The Field shall not include the diagnosis of any diseases or conditions nor any uses relating to the [***].
1.10	“First Commercial Sale” shall mean, with respect to any Licensed Product, the first sale for use or consumption by the general public of such Licensed Product.
1.11	“Gilead-Archemix License Agreement” shall mean the License Agreement Between Gilead Sciences, Inc. and Archemix Corp. dated October 21, 2001.
1.12	“Interested Party” shall mean Regado, Archemix or Gilead and “Interested Parties” shall mean Regado, Archemix and Gilead.
1.13	“In Vitro Diagnostics” shall mean the use of the SELEX Process or Aptamers identified through the use of the SELEX process in the assay, testing or determination outside of a living organism, of a substance in a test material.
1.14	"In Vivo Diagnostic Agent” shall mean any Licensed Product containing one or more Aptamers that is used for any human in vivo diagnostic purpose related to,

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

	inter alia, the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state.
1.15	“Licensed IP Rights” shall mean, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.
1.16	“Licensed Know-How Rights” shall mean all trade secrets, know-how, information and data Controlled by Archemix during the Term that is not generally known (including, but not limited to, information and data regarding formulae, procedures, protocols, techniques and results of experimentation and testing), which is necessary or useful for Regado to practice within the Field any invention, composition of matter, method or process claimed or disclosed in any issued patent or pending patent application within the Licensed Patent Rights.
1.17	“Licensed Patent Rights” shall mean any and all patents or patent applications Controlled during the Term by Archemix that are necessary or useful for the performance of the SELEX Process or the manufacture, sale, offer for sale, importation or use of Aptamers, excluding the Excluded Aptamers, within the Field, including, without limitation, the Licensed SELEX Patent Rights; provided, however, that patents and patent applications claiming the composition or use of specific Aptamers shall not be included within the definition of “Licensed Patent Rights” except to the extent they are included within the Licensed SELEX Patent Rights.
1.18	“Licensed Product” shall mean a product that contains an Aptamer, other than an Excluded Aptamer, with Anti-Fibrin Activity, and that has, as another component, a nucleic acid that has Anti-Fibrin Antidote Activity, wherein the discovery, development, manufacture, use, sale or importation of such product would infringe a Valid Claim within the Licensed Patent Rights but for the grant and continuing validity of the license granted by Archemix to Regado in Section 2.1 hereof. In addition, if Regado manufactures, uses, sells, offers for sale, has sold or imports a product that would constitute a Licensed Product but for the fact that Regado did not discover or develop the Aptamer contained within such product, then, that product shall be deemed to be within the definition of the term “Licensed Product” for all purposes hereunder. For avoidance of doubt, in addition to the foregoing requirements, a product must have therapeutically significant levels of both Anti-Fibrin Activity and Anti-Fibrin Antidote Activity in order to be a “Licensed Product.”
1.19	“Licensed SELEX Patent Rights” shall mean (a) those certain patent applications and patents listed on Schedule A hereto and any patent or patent application claiming priority therefrom; (b) all patents that have issued or in the future issue from such patent applications, including utility, model and design patents and certificates of invention; and (c) all divisionals, continuations, continuations-in-part, reissues, renewals, extensions or foreign counterparts or additions to any such patent applications and patents.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

1.20	“NDA” shall mean a New Drug Application, as defined in the United States Food, Drug and Cosmetic Act and the regulations promulgated thereunder, or any successor application thereto.
1.21	“Net Sales” shall mean, with respect to any Licensed Product, the invoiced sales price of such Licensed Product billed to independent customers by Regado and its Affiliates, less (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such independent customers for spoiled, damaged, out-dated, rejected or returned Licensed Product or bad debts; (b) actual freight and insurance costs incurred by Regado in transporting such Licensed Product to such customers; (c) cash, quantity and trade discounts and other price reductions; (d) sales, use, value-added and other direct taxes incurred; and (e) customs duties, surcharges and other governmental charges incurred by Regado in connection with the exportation or importation of such Licensed Product.
1.22	“Party” shall mean Regado or Archemix and “Parties” shall mean Regado and Archemix.
1.23	“Person” shall mean an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.
1.24	“Phase III Trial” shall mean a clinical trial designed to demonstrate the safety and efficacy of a Licensed Product as more fully defined in 21 CFR 312.21(c) or any successor regulation thereto.
1.25	“Proprietary Information” shall mean, subject to the limitations set forth in Section 9.1 hereof, any confidential information of a Party disclosed by such Party to the other Party in the course of negotiating or performing under this Agreement that is identified as confidential by the disclosing party at the time of its disclosure.
1.26	“Radio Therapeutic” shall mean any Licensed Product for human therapeutic use that contains one or more Aptamers that target specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and linked to or incorporates (a) radionucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.
1.27	“Regado Improvements” shall mean any inventions, patentable or not, information and/or data Controlled by Regado after the Effective Date and during the term of this Agreement, that were derived from the practice of the Licensed IP Rights, and that relate to (a) improvements in the SELEX Process and (b) improvements made to the Licensed IP Rights.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

1.28	“Regado SELEX Technology” shall mean any know-how, technology, inventions, information or data Controlled by Regado as of the Effective Date of this Agreement or during the Term, that constitute a modification or improvement to the SELEX Process.
1.29	“Research License” shall have the definition set forth in Section 2.1(a).
1.30	“Royalty Term” shall mean, as determined on a Licensed Product-by-Licensed Product and country-by-country basis, the period of time commencing on the date of the First Commercial Sale of such Licensed Product in such country, and ending upon the expiration or termination of the last Valid Claim within the Licensed Patent Rights that covers the development, manufacture, use, sale or importation into such country of such Licensed Product.
1.31	“SELEX Process” means any process for the identification of a nucleic acid, which process is disclosed in or falls within the claimed scope of the Licensed SELEX Patent Rights.
1.32	“Sublicense Income” shall mean the consideration payable to Regado in connection with a sublicense of any or all of the rights granted hereunder to Regado by Archemix, including without limitation, any and all upfront payments, annual fees, milestone payments, royalties but excluding (a) payment for research or development to be conducted by Regado or its Affiliates for the benefit of the Sublicensee to the extent not in excess of the actual direct cost of performing such research and development, and (b) proceeds from the sale and issuance of Regado securities to a Sublicensee to the extent not in excess of the fair market value of said securities.
1.33	“Sublicensee” shall mean a Third Party to whom Regado grants a sublicense of any or all of the rights granted hereunder to Regado by Archemix
1.34	“Territory” shall mean the world.
1.35	“Third Party” shall mean any Person other than Archemix, Regado and their respective Affiliates.
1.36	“URC License Agreement” shall mean the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead as successor in interest to NeXstar.
1.37	“UTC” shall mean University Technology Corporation, the successor to the University Research Corporation.
1.38	“Valid Claim” shall mean (a) a claim of an issued and unexpired patent within the Licensed Patent Rights, which has not been held permanently revoked, found unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

reissue or disclaimer or otherwise, or (b) a claim of a pending patent application so long as there exists an issued and unexpired patent meeting the criteria of clause (a) above that includes a claim covering the discovery, development, manufacture, use, sale or importation into the country of the Licensed Product.

2 LICENSE GRANT

2.1	License Grants to Regado. Subject to the terms and conditions set forth herein (including Section 2.5), Archemix hereby grants to Regado the following licenses during the term of this Agreement (a) a non-exclusive, non-sublicenseable license under the Licensed IP Rights, to use the SELEX Process, for the purpose of identifying and developing anti-protein Aptamers for use solely as part of a Licensed Product (the “Research License”) and (b) an exclusive, worldwide license under the Licensed IP Rights, with the right to grant Sublicenses as set forth in Section 2.2, to develop, manufacture, use, sell, offer for sale, have sold, and import Licensed Products solely for use in the Field (the “Commercial License”). For the avoidance of doubt the Research License shall include the right to test potential Licensed Products in animal.
2.2	Sublicense Rights. Subject to Archemix’s rights under Article 8, Regado shall have the right to grant sublicenses solely under the Commercial License. Regado shall give Archemix prompt written notice of each sublicense under this Agreement along with a copy of such sublicense. Any such sublicense shall contain provisions for the assignment to Archemix of Regado’s interest therein upon termination of this Agreement, subject to the last sentence of this Section 2.2, unless the termination of this Agreement arises out of the action or inaction of such Sublicensee or the Sublicensee is then in breach of its obligations under such sublicense, in which case Archemix, at its option, may terminate such sublicense. Notwithstanding this, if in Regado’s opinion, sublicensee did not materially breach the agreement, Regado may challenge the termination under the provisions of Section 8.3. Each sublicense shall also contain provisions which obligate such Sublicensee to comply with terms, conditions, agreements and obligations that are consistent with the terms, conditions, agreements and obligations to which Regado is subject under this Agreement. Archemix hereby agrees to accept such assignment and that such sublicense, as assigned, will remain in full force and effect, provided that Archemix shall have no obligation thereunder except to maintain the continued effectiveness of the sublicense.
2.3	Negative Covenants.

2.3.1 Without limiting any of the other terms, conditions and limitations contained herein, Regado shall not (a) use the SELEX Process or otherwise select Aptamers against targets for use outside the Field, (b) perform any research or development on any Aptamer for use outside the Field (c) provide Aptamers for use outside the Field to any party that does not possess a valid license to the Licensed SELEX Patent Rights for the intended use of the Aptamer, except for evaluation of the aptamer as a

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

therapeutic; (d) make, use, sell, offer for sale, import or export any Licensed Products containing any Excluded Aptamers, (e) make, use, sell, offer for sale, import or export any Excluded Aptamers, or (f) make, use, sell, offer for sale, import or export any Aptamers for In Vitro Diagnostics, as In Vivo Diagnostic Agents or as Radio Therapeutics.

2.3.2

Subject to the terms and conditions set forth herein, Archemix hereby agrees not to develop, or grant to any Third Party the right, under the Licensed IP Rights, to develop therapeutic aptamers to modulate the Factor [***] or the Factor [***] [***]. The foregoing restriction shall terminate on the first to occur of the following events: (a) the [***] anniversary of the Effective Date; (b) at any time after the [***] anniversary of the Effective Date upon [***] months prior written notice from Archemix to Regado, or (c) on a target-by-target basis, if Regado discontinues active development of Licensed Products against aptamers used to modulate Factor [***] or the Factor [***].

2.4 License Grants to Archemix.

2.4.1

Subject to the terms and conditions hereof, Regado hereby grants to Archemix, a royalty-free, paid-up, and non-exclusive nontransferable license under Regado’s intellectual property rights relating to the Regado Improvements (a) to conduct internal research solely within Archemix.

2.4.2

Subject to the terms and conditions set forth herein (including Section 2.5), Regado hereby grants to Archemix a royalty-free, paid-up, non-exclusive license, with the right to grant sublicenses solely as provided in this Section 2.4.2, under intellectual property rights Controlled by Regado, as of the Effective Date and during the Term, that relate to Regado SELEX Technology, for any and all uses outside of the Field. The license granted under this Section 2.4.2 shall remain in effect following the expiration or termination of this Agreement for any reason other than a termination by Regado under Section 11.2 due to a material breach by Archemix.

2.5 Third Party Agreements. The Parties each hereby acknowledge that certain of the intellectual property rights which are subject to the licenses granted herein may be Controlled by the Party granting such license (the “Licensor” and the other Party under such circumstances is the “Licensee”) by virtue of a license (a “Third Party Agreement”) granted to the Licensor by a Third Party. Except as otherwise set forth in this Section 2.5, the Parties hereby agree to pay, either to the Licensor or directly to such Third Party as the Licensor shall determine, any and all incremental costs (including without limitation, milestones and royalties) required to be paid under a Third Party Agreement due to the grant of the license of such rights to the Licensee or the exercise of those rights by the Licensee (such amounts are “Third Party Royalties”). Notwithstanding the foregoing, and subject to the terms and conditions set forth herein, Archemix shall be responsible for all

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

amounts payable to Third Parties for the rights to the Licensed SELEX Patent Rights and Regado shall be responsible for all amounts payable to Third Parties for the rights to the intellectual property licensed to Regado by Duke University (or any of its Affiliates or agents). The Parties further agree (a) to provide notice and copies to each other of all Third Party Agreements that require the payment of Third Party Royalties (with terms and conditions that are not relevant to the Licensee redacted), (b) to refrain from breaching, or causing the Licensor to breach, any Third Party Agreements, and (c) when acting as Licensor, to refrain from charging or attempting to charge any fee or royalty to the Licensee in connection with the grant or exercise of such license, other than Third Party Royalties, or the amounts due under Section 3 of this Agreement. The Parties further acknowledge and agree that either of them, when acting as Licensee, may, by notice to the Licensor, reject or terminate the licenses granted to them hereunder with respect to rights under any Third Party Agreement(s), at any time during the term, without effecting the ongoing effectiveness of this Agreement.

3 TECHNOLOGY ACCESS FEE; ROYALTIES; MILESTONES

3.1	Technology Access Fee. In consideration of the licenses and rights granted to Regado herein, Regado shall, as of the date immediately preceding the closing (the “Closing”) of the first equity financing of Regado in which Regado is assigned a pre-money valuation of not less than [***] dollars ($[***]), issue to Archemix fully-paid and non-assessable shares of common stock of Regado equal to [***] percent ([***]%) of the total number of equity shares of Regado, on a fully diluted basis, immediately prior to the issuance of shares at the Closing. Regado shall deliver written notice of the Closing to Archemix at least [***] business days prior to such Closing in accordance with the notice provisions contained in Section 14.1 of this Agreement. Archemix and Regado shall enter into such agreements relating to the issuance of the common stock as are customary under such circumstances.
	For the purpose of this Agreement, “fully diluted basis” shall mean the aggregate of (a) the number of shares of common stock issued and outstanding on the determination date, (b) the number of shares of common stock issuable upon exercise, exchange or conversion of all exercisable, exchangeable or convertible securities outstanding on the determination date, assuming such securities were exercised, exchanged or converted on the determination date (without regard to whether such securities are actually exercisable, exchangeable or convertible on the determination date) and (c) the number of shares of common stock issuable pursuant to any other obligation or agreement of, or right granted by, Regado, whether vested or unvested, contingent or otherwise.
3.2	Royalty Payments. In consideration for the licenses granted to Regado herein, Regado shall pay royalties to Archemix equal to [***] percent ([***]%) of Net Sales of Licensed Products beginning with the First Commercial Sale by Regado or its Affiliates and continuing during the Royalty Term, and (ii) [***] percent

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

([***]%) of all Sublicense Income received by Regado or its Affiliates during the Term.

If Regado grants a sublicense to a Third Party to develop therapeutic aptamers that modulate the Factor [***] or the Factor [***], then Regado shall pay to Archemix, an additional [***] percent ([***]%) of all Sublicense Income received by Regado in connection with that sublicense, for a total of [***] percent ([***]%) of such Sublicense Income. However, if Regado grants this sublicense after the completion of a [***], or if Archemix terminates the period described under Section 2.3.2 prior to [***] anniversary of the Effective Date by notice to Regado, then such additional [***] percent ([***]%) will not be payable hereunder.

As further consideration for the term of exclusivity granted in Section 2.3.2, Regado shall provide Archemix with an additional [***] percent ([***]%) of all Sublicense Income. If Archemix terminates the period described under Section 2.3.2 prior to [***] of the Effective Date by notice to Regado, then such additional [***] percent ([***]%) will not be payable hereunder.

3.3 Milestones. In consideration for the licenses granted to Regado herein, Regado shall pay the amounts indicated below to Archemix within [***] days following the achievement of each of the events indicated below for Licensed Products developed by Regado to achieve each such event:

Event	Milestone Payment Amount
[***]*	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]

*[***] is [***] upon [***] of the [***] in such [***].

Regado shall provide no less than [***] days prior written notice to Archemix of the anticipated achievement of each of the above-described milestone events with respect to each Licensed Product and written notice of the actual achievement of each of the above milestone events with respect to each Licensed Product no later than [***] days following each such achievement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

4 ROYALTY REPORTS AND ACCOUNTING

4.1

Royalty Reports. Following the First Commercial Sale of a Licensed Product and continuing throughout the term, Regado shall furnish to Archemix a [***] written report showing in reasonably specific detail the calculation of royalties owing with respect to the sale of Licensed Products by Regado and its Affiliates for the prior quarter. With respect to sales of Licensed Products invoiced in United States dollars, all amounts shall be expressed in United States dollars. With respect to sales of Licensed Products invoiced in a currency other than United States dollars, all amounts shall be expressed in the domestic currency of the party making the sale together with the United States dollar equivalent. The United States dollar equivalent shall be calculated using the average of the exchange rate (local currency per US$1) published in The Wall Street Journal, Eastern Edition, under the heading “Currency Trading” on the last business day of each month during the applicable calendar quarter. Reports shall be due on the [***] day following the close of each [***]. Regado shall also furnish to Archemix a report promptly upon receipt of any Sublicense Income, showing in reasonably specific detail the calculation of Sublicense Income (including any deductions from the gross amount received from the Sublicensee) and the amounts owing with respect to such Sublicense Income. Regado shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined.

4.2

Audits.

4.2.1

Upon the written request of Archemix and not more than [***] in each [***], Regado shall permit an independent certified public accounting firm of nationally recognized standing selected by Archemix and reasonably acceptable to Regado, at Archemix’ expense, to have access during normal business hours to such of the records of Regado as may be reasonably necessary to verify the accuracy of the royalty reports for any year ending not more than [***] months prior to the date of such request. The accounting firm shall disclose to Archemix only whether or not the reports are correct and the amount of any discrepancies. No other information shall be shared.

4.2.2

If such accounting firm concludes that additional royalties were owed during such period, Regado shall pay the additional royalties within [***] days of the date Archemix delivers to Regado such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Archemix; provided, however, if the audit discloses that the royalties payable by Regado for the audited period are more than [***] percent ([***]%) of the royalties actually paid for such period, then Regado shall, in addition to paying the overdue amounts, pay the reasonable fees and expenses charged by such accounting firm.

4.3 Confidential Financial Information. Archemix shall treat all financial information subject to review under this Section 5 as confidential, and shall cause its

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

accounting firm to retain all such financial information in confidence under Section 9 below.

5 PAYMENT TERMS

5.1	Payment Terms. Royalties shown to have accrued by each royalty report provided for under Section 5.1 above shall be due on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date. Overdue amounts shall bear interest at the rate of [***] percent ([***]%) per month. Acceptance of overdue amounts plus interest shall not constitute a waiver by Archemix of any other remedies it may have hereunder or otherwise.
5.2	Exchange Control. If at any time legal restrictions prevent the prompt remittance of part or all royalties with respect to any country where a Licensed Product is sold, Regado shall promptly notify Archemix of such fact and shall make such payments by depositing the amount thereof in local currency in a bank or other depository institution in such country indicated by Archemix.
5.3	Withholding Taxes. Regado shall be entitled to deduct the amount of any withholding taxes, value-added taxes or other taxes, levies or charges with respect to such amounts, payable by Regado, its Affiliates or Sublicensees, or any taxes required to be withheld by Regado, its Affiliates or Sublicensees, to the extent Regado, its Affiliates or Sublicensees pay to the appropriate governmental authority on behalf of Archemix such taxes, levies or charges. Regado shall use reasonable efforts to minimize any such taxes, levies or charges required to be withheld on behalf of Archemix by Regado, its Affiliates or Sublicensees. Regado promptly shall deliver to Archemix proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect thereto.
5.4	Limitations Imposed by Law. If any amount payable under Section 3 or Section 5.1 are limited by any applicable laws, regulations or government order, then the amount payable shall be deemed to be the highest amount payable under such law, regulation or government order.

6 FUNDING REQUIREMENT

6.1 Funding Requirement. Regado shall close an equity financing, or series of financings, having aggregate proceeds of at least [***] dollars ($[***]) on or before the first anniversary of the Effective Date. Failure of Regado to close such a financing in accordance with this Section 6.1 will constitute a material breach of this Agreement.

7 PROGRESS REPORT AND COMMERCIAL APPLICATION

7.1 Progress Report. On or before February 28 and August 30 of each year, commencing as of February 28, 2004 and ending on August 30 of the calendar

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

11

	year following the calendar year in which Regado, its Affiliates or Sublicensees first begins to market any Licensed Product, Regado shall provide a semi-annual progress report to Archemix, each report covering the [***] month period preceding the due date of the report. Thereafter, Regado shall provide such reports on an annual basis covering the [***] month period preceding the due date of the report. Each report shall describe any Regado Improvements, notice of any patents filed by Regado in connection with any Regado Improvements and the progress made by Regado, its Affiliates or Sublicensees toward the commercial development of any Licensed Products or services utilizing the Licensed IP Rights. Such report shall include at a minimum, information reasonably sufficient to enable Archemix to satisfy its reporting obligations to Gilead under the Gilead-Archemix License Agreement with respect to this Agreement, including any reporting obligations of the U.S. Government, and to assess the progress made by Regado toward meeting the diligence requirements of Section 7.2 below.
7.2	Commercial Application. Regado, either directly or with and through the efforts of its Affiliates and Sublicensees, shall at all times use commercially reasonable efforts to proceed with the development, manufacture and sale of Licensed Products, including, without limitation, maintaining sufficient facilities, resources and personnel to fulfill its obligations under this Agreement. In the event that Regado, its Affiliates and Sublicensees cease reasonable efforts to develop the commercial applications of the Licensed Products for a period of at least [***] months Archemix will have the option, at its sole discretion, to terminate this Agreement pursuant to Section 11.2 below. In such event, Archemix may exercise its option; provided, however, that (a) Archemix delivers advance written notice of its decision to exercise such option to force a reversion of the technology to Archemix, and (b) for a period of [***] months following Regado’s receipt of such notice, Regado, its Affiliates, and Sublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Further, if Regado or its sublicensee disagrees that it has ceased reasonable efforts to commercialize a Licensed Product, or disagrees that it has not sufficiently cured a cessation of reasonable efforts, it can request arbitration of the termination decision under the terms of Section 8.3 by written notice to Archemix within [***] month of a written notice of termination. Regado acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix License Agreement, Archemix rights in the Licensed IP Rights may revert to Gilead or the UTC if Archemix, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of the Licensed Products and services utilizing the Licensed IP Rights.
	Regado further acknowledges and agrees that, in the event of any termination of the URC License Agreement, the licenses granted to Regado hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Regado is not then in breach of this Agreement and Regado agrees to be bound to UTC as the licensor under the terms and conditions of this Agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Regado further acknowledges and agrees that, in the event of any termination of the Gilead-Archemix License Agreement, the licenses granted to Regado hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement provided that Regado agrees to be bound to Gilead as the licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Regado, Gilead, at its option, may terminate such license.

8 ARCHEMIX RIGHT OF FIRST REFUSAL

8.1

Partnering Rights. Regado shall have the sole and exclusive right to develop and commercialize the Licensed Products worldwide and to enter into such agreements with respect to the transfer of such rights as it deems appropriate in its sole discretion. However, if and to the extent that Regado finalizes the terms of a collaboration agreement with one or more Third Parties (a “Partnering Agreement”) concerning part or all of the development and commercialization of one (1) or more Licensed Products (each a “Partnered Product”), Regado shall, prior to entering into a binding agreement, give written notice (a “Collaboration Agreement Notice”) to Archemix that shall include a description of the other party and a statement of the proposed, material terms for the Partnering Agreement (the “Proposed Terms”).

8.2

Good Faith Determination and Exercise of Rights. Upon receipt of the Collaboration Agreement Notice, Archemix shall have [***] days to determine in good faith, subject to due diligence, whether the Proposed Terms are in keeping with terms that are customary in the industry at that time for similar deals between similarly-situated parties. If Archemix makes such a determination, then Archemix shall provide prompt written notice to Regado of that determination and Regardo shall be free, for the next [***] months, to enter into a Partnering Agreement with the party identified in the Collaboration Agreement Notice on the Proposed Terms. In the event that Archemix determines that the Proposed Terms are not in keeping with terms that are customary in the industry at that time for similar deals between similarly-situated parties, then Archemix shall provide prompt written notice of that determination to Regado and Regado shall have a period of [***] days to agree with such determination or to initiate arbitration of that dispute as set forth in Section 8.3. If either (a) Regado agrees with Archemix’ determination that the Proposed Terms are not in keeping with terms that are customary in the industry at that time for similar deals between similarly-situated parties, or (b) the arbitrator makes such a determination in accordance with Section 8.3, then Archemix shall have the option, to be exercised within [***] days, to either enter into a Partnering Agreement with Regado on the Proposed Terms or Archemix may waive such right and allow Regado to enter into a Partnering Agreement with the party identified in the Collaboration Agreement Notice on the Proposed Terms at any time within the next [***] months. If the arbitrator determines pursuant to Section 8.3 that the Proposed Terms are in keeping with terms that are customary in the industry at that time for

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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similar deals between similarly-situated parties, then Regado shall be free to enter into a Partnering Agreement with the party identified in the Collaboration Agreement Notice on the Proposed Terms at any time within the next [***] month period. If, in the event that Regado is permitted by the terms of this Section 8.2 to enter into a Partnering Agreement with a Third Party within a [***] month period, and Regado and such Third Party fail to both execute and deliver a Partnering Agreement containing the Proposed Terms within such [***] month period, then Regado’s right to enter into such an agreement shall expire and the proposed Partnered Products shall again become subject to Archemix’s rights as described herein. Any Partnering Agreement entered into in violation of Section 8.1 or this Section 8.2 shall be deemed a material breach of this agreement.

8.3

Arbitration. If Regado seeks arbitration of a dispute under Section 8.2 or either Archemix or Regado seeks arbitration under any other section of this agreement that provides for arbitration of a dispute, the arbitration shall be conducted in accordance with the rules of the American Arbitration Association in effect at that time. The arbitration shall be conducted so as to be concluded within [***] days from the initiation of the proceeding. The arbitration shall be overseen by a panel of [***] arbitrators with experience in the bio-pharmaceutical field. Each Party shall choose [***] arbitrator and the [***] so chosen shall choose the [***] arbitrator. The Parties shall bear their own internal costs (including their respective legal fees) in connection with the arbitration and shall share equally the fees and expenses of the arbitration. The arbitration shall take place in New York.

9 CONFIDENTIALITY AND PUBLICITY

9.1 Proprietary Information, Exceptions. Each Party will maintain all Proprietary Information of the other Party received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information of the other Party to any Third Party or use any such Proprietary Information of the other Party for any purposes other than those necessary or permitted for performance under this Agreement without the express prior written permission of the other Party. Neither Party shall use Proprietary Information of the other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Neither Party shall disclose Proprietary Information of the other Party to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such Proprietary Information of the other Party for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 9.1. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of Proprietary Information of the other Party, but no

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

14

less than reasonable care. Each Party will notify the other Party promptly upon discovery of any unauthorized use or disclosure of the Proprietary Information of the other Party. Notwithstanding the above, the parties hereby grant to each other permission to make reasonable disclosures to potential investors or collaborators to facilitate business discussions subject to such investor or collaborator entering into a confidentiality agreement of similar scope to this Section 9.

Proprietary Information shall not include any information that the receiving Party can demonstrate by competent written evidence:

i.	is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available;
ii.	is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records;
iii.	is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; or
iv.	is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records.

9.2 Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Party may disclose Proprietary Information if such disclosure:

i.	is in response to a valid order of a court or other governmental body of the United States or a foreign country, or any political subdivision thereof; provided, however, that the receiving Party shall first have given notice to the other Party hereto to allow the other Party the opportunity to obtain a protective order, with the reasonable cooperation of the receiving Party as necessary, requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued;
ii.	is otherwise required by governmental law, rule or regulation, including without limitation rules or regulations of the U.S. Securities and Exchange Commission, or by rules of the National Association of Securities Dealers; provided, however, that the receiving Party shall first have given notice to the other Party hereto in order to allow such Party the opportunity to seek confidential treatment of the Proprietary Information; or
iii.	is otherwise necessary to prosecute or defend litigation or comply with applicable governmental regulations or otherwise enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such enforcement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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9.3	Return of Proprietary Information. Upon the termination or expiration of this Agreement, each Party shall, at the other Party’s option, promptly return or destroy all Proprietary Information received by it from such other Party and shall certify in writing to such other Party the completion thereof.
9.4	Publicity. Neither Party shall make a public announcement of this Agreement or the relationship between the Parties or Interested Parties without the other Party’s prior written consent. The Parties intend to issue a mutually agreed upon press release within thirty (30) days after the Effective Date.

10 PATENTS

10.1	Prosecution and Maintenance. Archemix shall be solely responsible for and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of the Licensed Patent Rights.
10.2	Enforcement.

10.2.1

Notice. Each Party shall promptly notify the other in writing upon becoming aware of any actual or potential infringement or misappropriation of any Licensed IP Rights by Third Parties within the Territory and shall provide any information available to that Party relating to such actual or potential infringement or misappropriation. Regado shall have no rights with respect to any infringement or misappropriation of Licensed IP Rights that occurs outside of the Field except the right to receive notice pursuant to this Section 10.2.1; provided however, that, to the extent within the control of Archemix, Archemix shall not enter into any settlement, consent judgment or other voluntary final disposition with respect to any such infringement or misappropriation if it would have a material adverse effect on any Licensed IP Rights within the Field without the prior consent of Regado, which consent shall not be unreasonably withheld.

10.2.2

Enforcement of Licensed Patent Rights. Within 60 days of receipt of notice under Section 10.2.1 of any infringement of Licensed Patent Rights within the Field or with respect to any Licensed Products within the Field, the Parties shall confer to determine whether to bring suit (or take other appropriate legal action) and what actions to take (including which patents will be asserted) against the actual, alleged or threatened infringement. If the Parties can not agree on how to proceed, no suit shall be brought by either Party pending submission of the matter to arbitration under the provisions of Section 8.3. Regado shall have the primary right, but not the obligation, to initiate, prosecute and control any action with respect to such infringement, by counsel of its own choice, to secure the cessation of the infringement or to enter suit against the infringer; provided, however, that in the event the validity or enforceability of any Licensed Patent Right is challenged, or is otherwise at issue in such an action, then Archemix

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

16

shall have the right, at its discretion, to assume control of this part of action, including without limitation, all aspects of claim construction, with counsel of its own choice.. In any case controlled by Regado, Archemix and/or Gilead shall have the right to participate in any such action and to be represented by counsel of its own choice and at its own expense. If Regado fails to exercise its right to bring an action or proceeding to so enforce a Licensed Patent Right within a period of [***] days after receipt of written notice of infringement of such Licensed Patent Right, then Archemix and/or Gilead (as they shall determine) shall have the right to bring and control any such action by counsel of their own choice and at its own expense. In such an event, Gilead shall have the right to extend the right to participate in and control, as applicable, any such action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations to such other sublicensees of the Licensed Patent Rights. If any such action or proceeding is brought by an Interested Party hereunder, the other Interested Parties agree to be joined as necessary as party plaintiffs and to give the Interested Party bringing suit reasonable assistance and authority to control, file and prosecute the suit as necessary, at the sole expense of the Interested Party bringing suit. The costs and expenses of the Interested Party bringing suit under this Section 10.2.2 (including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Interested Parties, and any remaining damages shall be paid to the Interested Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.2.2 relating to a Licensed Patent Right may be entered into without the consent of the Interested Parties not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned. If either of the Interested Parties not controlling the action do not consent to the proposed settlement, consent judgement or other voluntary final disposition, the Interested Party controlling the disposition can request expedited arbitration of the failure to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitration.

10.3 Infringement of Third Party Rights.

10.3.1

Notice of Claim. If the practice of the Licensed IP Rights by Regado, its Affiliates or Sublicensees, in accordance with the licenses granted under Section 2 hereof, results in a claim of patent infringement against Regado, its Affiliates or Sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party and Gilead in writing. The notice shall set forth the facts of the claim in reasonable detail.

10.3.2

Resolution of Claims. If a Third Party asserts that a patent or other right owned by or licensed to it is infringed within a country by the practice of

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

17

the Licensed IP Rights by Regado, its Affiliates or Sublicensees, in accordance with the licenses granted under Section 2 hereof, Regado may attempt to resolve the asserted infringement; provided, however that Archemix and/or Gilead shall have the right, as they shall determine in their sole discretion, to participate in any such resolution and to be represented by counsel of their own choice and at their own expense. Regado shall control the process to resolve any such infringement. The matter shall be deemed resolved if Regado obtains (i) a license permitting Regado to manufacture, use, import, offer for sale and sell Licensed Products in that country on a royalty-free basis (ii) a legally binding statement or representation from the Third Party that (A) no action will be taken against Regado, its Affiliates or its Sublicensees, or (B) that the patent or other right is not infringed by the practice of the Licensed IP Rights by Regado, its Affiliates or its Sublicensees in such country or (iii) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party’s patent(s) alleged to be infringed is invalid, or the Third Party’s patent(s) or other right(s) are unenforceable or not infringed by the practice of the Licensed IP Rights by Regado, its Affiliates or Sublicensees. Regado shall have the primary right to defend any such claim. Archemix and/or Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Interested Party shall reasonably cooperate with the Interested Parties conducting the defense of the claim. The Interested Party conducting the defense shall not enter into any settlement that affects the other Interested Parties’ rights or interests without such other Interested Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned. . If either of the Interested Parties not conducting the defense do not consent to the proposed settlement or other voluntary final disposition, the Interested Party controlling the defense can request expedited arbitration of the failure to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitration.

11 TERMINATION

11.1	Expiration. Subject to the provisions of Sections 11.2, 11.3 and 11.4 below, this Agreement shall expire on the expiration of the last Valid Claim within the Licensed IP Rights.
11.2	Termination for Cause. A Party may terminate this Agreement upon or after the material breach of this Agreement by the other Party if the other Party has not cured such material breach within [***] days after written notice thereof by the non-breaching Party.
11.3	Effect of Expiration or Termination. Upon expiration of this Agreement under Section 11.1, Regado shall have a paid up, exclusive, worldwide license under the Licensed Know-How Rights for use in the Field. Expiration or termination of this

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

18

Agreement shall not relieve the Parties of any obligation accruing prior to or upon such expiration or termination, and, in addition to any provisions of this Agreement which by their terms are to continue after expiration or termination of this Agreement, the provisions of Sections 2.2, 2.4, 2.5, 3.1, 4.2, 9, 10, 11, 12, 13 and 14.3 shall survive the expiration or termination of this Agreement. Without limiting the foregoing, in the event of a termination by Archemix for cause or termination by Regado without cause, Regado shall continue to pay amounts that would have become due and payable hereunder in connection with manufacture, use, sale, offer for sale, having sold or importing products that would have been Licensed Products had the Agreement not terminated, and such Sublicense Income as would have become due and payable in connection with the grant of rights relating to any such products.

11.4	Rights Upon Termination. In the event of termination of this Agreement under Section 11.2 or Section 11.3, the license granted by Archemix to Regado under Section 2.1 shall immediately terminate and Regado shall cease all activities relating to the manufacture, use or sale of any and all Licensed Products after such a termination.
11.5	Termination at Will. Regado can terminate this Agreement at will on [***] days written notice to Archemix.

12 INDEMNIFICATION

12.1 Indemnification by Regado. Regado shall indemnify, defend and hold harmless Gilead, its Affiliates and UTC and any of their respective directors, officers, employees and agents (each, a “Gilead Indemnitee”), and Archemix, and its respective directors, officers, employees and agents (each, a “Archemix Indemnitee”) from and against any Damages that are incurred by a Gilead Indemnitee or Archemix Indemnitee as a result of Third Party claims, demands, actions or proceedings (collectively, the “Claims”) to the extent such Claims arise out of:

i.	the breach or alleged breach of any representation or warranty by Regado hereunder;
ii.	failure to perform duly and punctually any of Regado’s covenants or undertakings under this Agreement, including, without limitation Regado’s covenants in Section 13 hereof;
iii.	the possession, research, development, manufacture, use, offer for sale, sale or other commercialization, distribution, administration, storage or transport, by Regado or its Affiliates or Sublicensees of (A) any Aptamers or Licensed Products or (B) any other Licensed Products, services and activities developed by Regado relating to the Licensed IP Rights, including any Licensed Products or Aptamers; and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

19

iv. any negligence or intentional act by Regado pertaining to this Agreement that Damages Archemix.

12.2	Procedure. Archemix promptly shall notify Regado of any claim, demand, action or other proceeding for which Archemix intends to claim indemnification. Regado shall have the right to participate in, and to the extent Archemix so desires jointly with any other indemnitor similarly noticed, to assume the defense thereof with counsel selected by Regado; provided, however, that Archemix shall have the right to retain its own counsel, with the fees and expenses to be paid by Archemix. The indemnity obligations under this Section 12 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of Regado, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to Regado within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to Archemix under this Section 12 with respect thereto, but the omission so to deliver notice to Regado shall not relieve it of any liability that it may have to Archemix other than under this Section 12. Regado may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of Archemix without the prior express written consent of Archemix, which consent shall not be unreasonably withheld or delayed. Archemix, its employees and agents, shall reasonably cooperate with Regado and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 12.
12.3	Insurance. Regado shall maintain insurance with respect to the research, development and commercialization of Licensed Products by Regado in such amount as U.S-based bio-pharmaceutical companies customarily maintain with respect to the research, development and commercialization of similar products. Regado shall maintain such insurance for so long as it continues to research, develop or commercialize any Licensed Products, and thereafter for a period of [***] years.
12.4	Indemnification by Archemix. Archemix shall indemnify, defend and hold harmless Regado and any of its respective directors, officers, employees and agents (each, a “Regado Indemnitee”), from and against any Damages that are incurred by a Regado Indemnitee as a result of Third Party claims, demands, actions or proceedings (collectively, the “Claims”) to the extent such Claims arise out of:

i.	the breach or alleged breach of any representation or warranty by Archemix hereunder;
ii.	failure to perform duly and punctually any of Archemix’s covenants or undertakings under this Agreement; and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

20

iii. any negligence or intentional act by Archemix pertaining to this Agreement that Damages Regado.

12.5 Procedure. Regado promptly shall notify Archemix of any claim, demand, action or other proceeding for which Regado intends to claim indemnification. Archemix shall have the right to participate in, and to the extent Regado so desires jointly with any other indemnitor similarly noticed, to assume the defense thereof with counsel selected by Archemix; provided, however, that Regado shall have the right to retain its own counsel, with the fees and expenses to be paid by Regado. The indemnity obligations under this Section 12 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of Archemix, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to Archemix within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to Regado under this Section 12 with respect thereto, but the omission so to deliver notice to Archemix shall not relieve it of any liability that it may have to Regado other than under this Section 12. Archemix may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of Regado without the prior express written consent of Regado, which consent shall not be unreasonably withheld or delayed. Regado, its employees and agents, shall reasonably cooperate with Archemix and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 12.

13 REPRESENTATIONS AND WARRANTIES

13.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows:

13.1.1

Corporate Existence. Such Party is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated.

13.1.2

Authorization and Enforcement of Obligations. Such Party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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13.1.3	Consents. All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such Party in connection with this Agreement have been obtained.
13.1.4	No Conflict. The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it.

13.2

Regado Representations and Warranties. Regado acknowledges and agrees that it has been provided a copy of the documents listed in Schedule B. Regado represents and warrants that it has read and understands the contents of such documents.

13.3

Warranty Disclaimer. Except as expressly provided in this Section 13, neither party makes any representation or warranty as to any licensed intellectual property rights, express or implied, either in fact or by operation of law, by statute or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights, or warranty against infringement, or otherwise, and each party specifically disclaims any and all implied or statutory warranties. without limiting the generality of the foregoing, archemix makes no warranties as to the validity or enforceability of any licensed ip rights. Without limiting the foregoing, each Party acknowledges that it has not and is not relying upon any implied warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights, or warranty against infringement, or otherwise, or upon any representation or warranty whatsoever as to the prospects (financial, regulatory or otherwise), or the validity or likelihood of success, of any Licensed Products or services based on the Licensed IP Rights or any Archemix intellectual property after the Effective Date.

14 MISCELLANEOUS

14.1 Notices. Any consent, notice or report required or permitted to be given or made under this Agreement by one of the Parties to the other shall be in writing and addressed to such other Party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor, and shall be effective upon receipt by the addressee.

If to Archemix:	1 Hampshire St
	Cambridge, MA 02139
	Attention: EVP, Corporate Development

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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If to Regado:
	Attention:

14.2	Assignment. Except as otherwise expressly provided under this Agreement neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred (whether voluntarily, by operation of law or otherwise), without the prior express written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, change in control or similar transaction or in the case of Regado in connection with any sale or transfer of rights to any of the Licensed Products. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment or transfer in violation of this Section 14.2 shall be void.
14.3	Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof.
14.4	Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof. All express or implied representations, agreements and understandings, either oral or written, heretofore made are expressly superseded by this Agreement.
14.5	Independent Contractors. Each Party hereby acknowledges that the Parties shall be independent contractors and that the relationship between the parties shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of the other Party to do so.
14.6	Waiver. The waiver by a Party of any right hereunder, or of any failure to perform or breach by the other Party hereunder, shall not be deemed a waiver of any other right hereunder or of any other breach or failure by the other party hereunder whether of a similar nature or otherwise.
14.7	Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other Party.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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14.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Archemix Corp.

By

Title

Regado Inc.

By

Title

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Schedule A. Archemix Patents and Patent Applications

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

25

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

26

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

27

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

28

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

29

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

30

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

31

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

32

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

33

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

34

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

35

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

36

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

37

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

38

Schedule B. List of [***]

MISCELLANEOUS [***] I

[***]

[***]

[***]

[***]
      [***]
[***]
US Patent No. [***] — available on the Patents Referenced in Misc. [***] CDROM
[***]
Reexamination Certificate – US Patent No. [***] (dated April 7, 1998)
US Patent No. [***] (dated August 11, 1998)
US Patent No. [***] (dated November 14, 1995)
US Patent No. [***] (dated November 11, 1997)
US Patent No. [***] (dated February 8, 2000)

[***]

US Patent No. [***] — available on the Patents Referenced in Misc. [***] CDROM

[***]

[***];
      [***]
[***];
      [***]
[***] [***]
[***]
     [***]
[***]
[***]
     [***]
US Patents [***]; [***] [***] and [***] are available on the
     Patents Referenced in Misc. [***] CDROM

[***]

[***]

US Patents [***]; [***]; [***]; [***] and [***] are available on the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

39

     Patents Referenced in Misc. [***] CDROM

[***]

[***]

[***]

[***]

      [***]

[***]

      [***]

[***]

European Patent No. [***] in both German and English (Application dated September 14, 1993)

[***]

WO [***] (EP Patent Application No. [***]) is available on the Patents Referenced in Misc. [***] CDROM

[***]

[***]

[***]

[***].

[***].

MISCELLANEOUS [***] 2

[***]

Third New Divisional Application

[***]

[***]

January 22, 2001
March 27, 2000
January 26, 2000
March 9, 1999
January 19, 1999
February 18, 1998
October 2, 1997

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

40

September 12, 1997
July 28, 1997
July 17, 1997
February 19, 1997
February 9, 1996
February 8, 1996
January 26, 1996

[***]

[***]

[***]

List of 6 pages

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

41

EX-10.14

Exhibit 10.14

EXECUTION COPY

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT

between

ARCHEMIX CORP.

and

TAKEDA PHARMACEUTICAL COMPANY LIMITED

June 11, 2007

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

TABLE OF CONTENTS

		Page
1.	DEFINITIONS		1
2.	ADMINISTRATION OF THE COLLABORATION		19
	2.1 Joint Steering Committee		19
	2.2 Joint Project Team		21
3.	RESEARCH PROGRAM		24
	3.1 Objectives of the Research Program		24
	3.2 Annual Research Plans		24
	3.3 Conduct of Research Program		25
	3.4 Records		26
	3.5 Selection of Program Targets		27
	3.6 Identification of Optimized Lead Compounds		28
	3.7 Supply of Proprietary Materials		29
	3.8 Research Program Term		29
	3.9 Evaluation of Program Aptamers for Satisfaction of OLSC Prior to Expiration of Research Program Term		29
	3.10 Evaluation of Program Aptamers for Satisfaction of OLSC After Expiration of Research Program Term		29
4.	DEVELOPMENT PROGRAM; COMMERCIALIZATION OF PRODUCTS		29
	4.1 Objectives of the Development Program		30
	4.2 Responsibility for Development and Commercialization of Products		30
	4.3 Technical Assistance		30
	4.4 Development and Commercialization Obligations		30
	4.5 Cooperation		31
	4.6 Exchange of Reports; Information; Updates		31
	4.7 Product Recalls		32
5.	PAYMENTS		33
	5.1 Upfront Technology Access and License Fee		33
	5.2 R&D Funding		33
	5.3 Milestone Payments		34
	5.4 Payment of Royalties; Royalty Rates; Accounting and Records		36
6.	TREATMENT OF CONFIDENTIAL INFORMATION; PUBLICITY; NON-SOLICITATION.		40
	6.1 Confidentiality		40
	6.2 Publicity		41
	6.3 Publications and Presentations		41
	6.4 Prohibition on Solicitation		42
7.	LICENSE GRANTS; ASSIGNMENT; EXCLUSIVITY		42

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

i

		Page
	7.1 Research and Development Licenses		42
	7.2 Commercialization License		47
	7.3 Right to Sublicense		48
	7.4 Right to Subcontract		48
	7.5 No Other Rights		48
	7.6 Exclusivity		48
8.	INTELLECTUAL PROPERTY RIGHTS		49
	8.1 ARCHEMIX Intellectual Property Rights		50
	8.2 Program Generic Patent Rights		50
	8.3 TAKEDA Intellectual Property Rights		50
	8.4 Program Aptamer-Specific Patent Rights		50
	8.5 Joint Technology Rights		50
	8.6 Patent Coordinators		50
	8.7 Inventorship		51
	8.8 Technology Disputes		51
	8.9 Cooperation		51
9.	FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS		51
	9.1 Patent Filing, Prosecution and Maintenance		51
	9.2 Legal Actions		54
10.	TERM AND TERMINATION		59
	10.1 Term		59
	10.2 Termination		59
	10.3 Consequences of Termination of Agreement		60
	10.4 Surviving Provisions		63
11.	REPRESENTATIONS AND WARRANTIES		63
	11.1 Mutual Representations and Warranties		63
	11.2 Acknowledgment and Covenants of TAKEDA		63
	11.3 Representations and Warranties of ARCHEMIX		64
12.	INDEMNIFICATION		65
	12.1 Indemnification of TAKEDA by ARCHEMIX		65
	12.2 Indemnification of ARCHEMIX by TAKEDA		65
	12.3 Indemnification of [***] and [***] by TAKEDA		66
	12.4 Conditions to Indemnification		66
	12.5 Warranty Disclaimer		66
	12.6 No Warranty of Success		67
	12.7 Limited Liability		67
13.	MISCELLANEOUS		67
	13.1 Dispute Resolution		67
	13.2 Litigation; Jurisdiction		67
	13.3 Notices		67
	13.4 Governing Law		68
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

ii

		Page
	13.5 Binding Effect		68
	13.6 Headings		68
	13.7 Counterparts		68
	13.8 Amendment; Waiver		68
	13.9 No Third Party Beneficiaries		69
	13.10 Purposes and Scope		69
	13.11 Assignment and Successors		69
	13.12 Force Majeure		69
	13.13 Interpretation		69
	13.14 Integration; Severability		69
	13.15 Further Assurances		70
List of Schedules
Schedule 1       Optimized Lead Compound Selection Criteria
Schedule 2A    Program Targets
Schedule 2B    Target Replacement List
Schedule 3       Licensed Patent Rights
Schedule 4       Excluded Aptamers
Schedule 5       Form of Press Release
Schedule 6       Program Chemistry
Schedule 7       Ligands to Program Targets/Pre-approved Replacement Targets

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

iii

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT

     This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 11, 2007, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Takeda Pharmaceutical Company Limited, a Japanese corporation with a principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“TAKEDA”). Each of TAKEDA and ARCHEMIX is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

     WHEREAS, ARCHEMIX has developed and controls certain technology, patent rights and proprietary materials related to (a) the identification and optimization of aptamers using its proprietary SELEX Process and SELEX Technology (each as defined herein), and (b) the use of such aptamers for treating, preventing or delaying the onset or progression of human diseases or conditions; and

     WHEREAS, TAKEDA is engaged in the research, development and commercialization of human therapeutics; and

     WHEREAS, the Parties desire to enter into a collaboration for the purposes of identifying aptamers against certain identified targets, and developing and commercializing human therapeutic products Derived (as defined herein) from such aptamers.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

     Whenever used in this Agreement with an initial capital letter, the terms defined in this Section 1 shall have the meanings specified.

     1.1 “Adverse Event” means any event temporally related to the administration of a Product that results in any of the following outcomes: death, a life-threatening adverse drug experience, inpatient hospitalization, prolongation of existing hospitalization, a persistent or significant disability/incapacity, or a congenital anomaly/birth defect. Important medical events that may not result in death, be life-threatening, or require hospitalization may be considered an Adverse Event when, based upon appropriate medical judgment, they may jeopardize the patient or subject and may require medical or surgical intervention to prevent one of the outcomes listed in this definition.

     1.2 “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more affiliates, controls, or is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means (a) ownership of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any other type of legal entity, (b) status as a general partner in any partnership, or (c) any other arrangement

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

whereby a Person controls or has the right to control the board of directors of a corporation or equivalent governing body of an entity other than a corporation.

     1.3 “Annual Net Sales” means, with respect to any Fiscal Year, the aggregate amount of the Net Sales for such Fiscal Year.

     1.4 Annual Research Plan” means, with respect to the Program Targets, the written plan describing the research activities to be carried out by each Party during each Fiscal Year of the Research Program Term in conducting the Research Program pursuant to this Agreement with respect to such Program Targets, as such written plan may be amended, modified or updated, as further described in Section 3.2.

     1.5 “Applicable Laws” means Federal, state, local, national and supra-national laws, statutes, rules and regulations, including any rules, regulations, guidance, guidelines or requirements of Regulatory Authorities, national securities exchanges or securities listing organizations, that are in effect from time to time during the Term and apply to a particular activity hereunder.

     1.6 “Aptamer” means (a) any naturally or non-naturally occurring oligonucleotide identified by ARCHEMIX that binds to a Target with high specificity and affinity and (b) any oligonucleotide Derived from any such oligonucleotide that has such high specificity and affinity.

     1.7 “Aptamer-Antidote Combination Product” means [***] of the [***] of (a) [***] aptamer [***], or [***] and (b) a [***] the [***] of such[***].

     1.8 “ARCHEMIX Additional Activities” means any activities, other than ARCHEMIX Research Activities, that (a) TAKEDA reasonably requests in writing that ARCHEMIX perform and (b) ARCHEMIX is reasonably capable of providing. For purposes of clarity, such ARCHEMIX Additional Activities shall include, and unless otherwise agreed by the Parties in writing, be limited to: (i) the use by TAKEDA of certain ARCHEMIX employees and/or long-term consultants of ARCHEMIX to provide advice with respect to issues with respect to which ARCHEMIX has expertise or experience [***], without [***] with[***]and/or [***] and (ii) the transfer by ARCHEMIX to TAKEDA of methods and protocols Controlled by ARCHEMIX that may reasonably assist TAKEDA in the Development and/or Commercialization of Products.

     1.9 “ARCHEMIX Background Technology” means any Technology that is used by ARCHEMIX, or provided by ARCHEMIX for use, in the Research Program and/or the Development Program that is (a) Controlled by ARCHEMIX as of the Effective Date or (b) conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX after the Effective Date other than in the conduct of ARCHEMIX Research Activities and/or ARCHEMIX Additional Activities. For purposes of clarity, (i) ARCHEMIX Background Technology shall include any Technology described in (a) and (b) of this Section 1.9 that is an improvement upon the SELEX Process and/or SELEX Technology and (ii) ARCHEMIX Program Technology or ARCHEMIX’s interest in Joint Technology shall not include ARCHEMIX Background Technology.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

     1.10 “ARCHEMIX Decision” means a decision with respect to the following issues: (a) the manner by which ARCHEMIX conducts the [***] against [***]; (b) whether ARCHEMIX is to incur any [***] under the Research Program except for [***] that are included in any Annual Research Plan by mutual agreement of the Parties and without TAKEDA exercising the deciding vote under Section 2.1.6 to cause its inclusion; (c) whether ARCHEMIX is [***] any ARCHEMIX Additional Activities; (d) whether ARCHEMIX is to incur any [***] in the performance of [***] and/or ARCHEMIX Additional Activities except for [***] that are included in the Annual Research Plan by mutual agreement of the Parties and without TAKEDA exercising the deciding vote under Section 2.1.6 to cause its inclusion; and (e) the number of FTEs to be provided by ARCHEMIX in each Annual Research Plan to the extent such number of FTEs exceeds [***] FTEs per Fiscal Year.

     1.11 “ARCHEMIX-Gilead License Agreement” means the License Agreement between Gilead Sciences, Inc. and ARCHEMIX dated October 21, 2001, as amended.

     1.12 “ARCHEMIX Patent Rights” means any Patent Rights Controlled by ARCHEMIX that contain one or more claims that cover ARCHEMIX Technology.

     1.13 “ARCHEMIX Program Technology” means (a) any oligonucleotide of an Enriched Pool that is not a Program Aptamer; (b) any Program Technology, other than Program Aptamer-Specific Technology, that is conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX, alone or jointly with any Third Party; and (c) any Program Technology, regardless of whether conceived or first reduced to practice by employees of, or consultants to, ARCHEMIX, TAKEDA, or both Parties, alone or jointly with any Third Party, that is an improvement to the SELEX Process or SELEX Technology.

     1.14 “ARCHEMIX Research Activities” means all activities specified to be conducted by ARCHEMIX in any Annual Research Plan (or amendment thereto) that are (a) approved by the JPT and the JSC and (b) to the extent involving matters that are ARCHEMIX Decisions, approved by ARCHEMIX in accordance with Section 2.1.6.

     1.15 “ARCHEMIX Technology” means, collectively, ARCHEMIX Background Technology and ARCHEMIX Program Technology.

     1.16 “Challenge” means any formal written filing with a government patent agency or court of law in any country made independent of and not in response to a material breach of this Agreement where such filing calls into question the validity or enforceability of any Royalty Triggering Patent Rights scheduled according to Section 9.2.4, including without limitation by (a) filing a declaratory judgment action in which any Royalty Triggering Patent Rights are alleged to be invalid or unenforceable; (b) citing prior art pursuant to 35 U.S.C. §301, filing a request for re-examination of any Royalty Triggering Patent Rights pursuant to 35 U.S.C. §302 and/or §311, or provoking or becoming party to an interference with an application for Licensed Patent Rights pursuant to 35 U.S.C. §135; or (c) filing or commencing any re-examination, opposition, cancellation, nullity or similar proceedings against any Royalty Triggering Patent Right in any country. Notwithstanding the foregoing, any action with respect to the Prosecution of Patent Rights taken by a Party in accordance with Section 9.1 shall not be deemed to be a Challenge for purposes of this Agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

     1.17 “Change of Control” means, with respect to a Party, (a) a merger, consolidation, share exchange or other similar transaction involving such Party and any Third Party which results in the holders of the outstanding voting securities of such Party immediately prior to such merger, consolidation, share exchange or other similar transaction ceasing to hold more than fifty percent (50%) of the combined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange or other similar transaction, (b) any transaction or series of related transactions (other than an investment transaction by an entity not engaged in the pharmaceutical or biotechnology business, the purpose of which is to raise capital for a Party) in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party, or (c) the sale or other transfer to a Third Party of all or substantially all of such Party’s assets which relate to this Agreement.

     1.18 “Collaboration” means the alliance of ARCHEMIX and TAKEDA established pursuant to this Agreement for the purposes of identifying, researching, Developing and Commercializing Products in the Field in the Territory.

     1.19 “Collaboration Aptamer” means, collectively, all Program Aptamers and Optimized Lead Compounds.

     1.20 “Combination Product” means a combination or bundled product that is sold together in a single package or as a unit at a single price by TAKEDA, its Affiliates or Sublicensees and that includes: (a) a Product; and (b) a Supplemental Product.

     1.21 “Commercialization” or “Commercialize” means any and all activities directed to the commercialization of a Product after Commercialization Regulatory Approval has been obtained, including marketing, manufacturing for commercial sale, promoting, detailing, distributing, offering to sell and selling a Product, importing a Product for sale, conducting post-marketing human clinical studies and interacting with Regulatory Authorities regarding the foregoing. When used as a verb, “to Commercialize” and “Commercializing” means to engage in Commercialization and “Commercialized” has a corresponding meaning.

     1.22 “Commercialization Regulatory Approval” means, with respect to any Product, the Regulatory Approval required by Applicable Laws to sell such Product for use in the Field in a country or region in the Territory. “Commercialization Regulatory Approval” shall include, without limitation, the approval of any Drug Approval Application. For purposes of clarity, “Commercialization Regulatory Approval” in the United States shall mean final approval of an NDA for the first Indication or sNDA for an additional Indication permitting marketing of the applicable Product in interstate commerce in the United States, “Commercialization Regulatory Approval” in the European Union shall mean marketing authorization for the applicable Product pursuant to Council Directive 2001/83/EC, as amended, or Council Regulation 2309/93/EEC, as amended and “Commercialization Regulatory Approval” in Japan shall mean final approval of an application submitted to the Ministry of Health, Labor and Welfare and the publication of a New Drug Approval Information Package permitting marketing of the applicable Product in Japan, as any of the foregoing may be supplemented or amended from time to time.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

     1.23 “Commercially Reasonable Efforts” or “Commercially Reasonable” means (a) with respect to the manner by which ARCHEMIX performs (i) the activities assigned to ARCHEMIX in the Research Program and (ii) ARCHEMIX Additional Activities, if any, efforts and resources that are comparable to those undertaken by ARCHEMIX in pursuing the research, discovery, development and intellectual property protection of proprietary materials and the development of product candidates, as applicable, that are not subject to the Collaboration and that are at an equivalent stage of research, development or commercialization and have similar market potential and are at a similar stage in their lifecycle, and (b) with respect to activities of TAKEDA in the Research Program, and the Development and/or Commercialization of a particular Product, the efforts and resources comparable to those undertaken by TAKEDA in pursuing intellectual property protection, development and commercialization of similar products that are not subject to the Collaboration, taking into account the product’s stage of development and/or commercialization, risks and probabilities of success, market potential, and stage in their lifecycle. For purposes of (a) and (b) above, all relevant factors as measured by the facts and circumstances at the time such efforts are due shall be taken into account, including, as applicable and without limitation, mechanism of action; efficacy and safety; product profile; actual or anticipated Regulatory Authority approved labelling; and the nature and extent of market exclusivity (including patent coverage, proprietary position and regulatory exclusivity; cost, time required for and likelihood of obtaining Commercialization Regulatory Approval; competitiveness of alternative products and market conditions; actual or projected profitability and availability of capacity to manufacture and supply for commercial sale).

     1.24 “Competitive Program” means any research, development or commercialization activity that involves an aptamer that targets a Program Target for use in the Field.

     1.25 “Confidential Information” means all information, Technology and Proprietary Materials disclosed or provided by or on behalf of one Party (the “disclosing Party”) to the other Party (the “receiving Party”) or to any of the receiving Party’s employees, consultants, Affiliates or sublicensees (or Sublicensees, as the case may be); provided, that, none of the foregoing shall be Confidential Information if: (A) as of the date of disclosure, it is known to the receiving Party or its Affiliates as demonstrated by contemporaneous credible written documentation, other than by virtue of a prior confidential disclosure to such receiving Party; (B) as of the date of disclosure it is in the public domain, or it subsequently enters the public domain through no fault of the receiving Party or its Affiliates; (C) it is obtained by the receiving Party from a Third Party having a lawful right to make such disclosure free from any obligation of confidentiality to the disclosing Party or its Affiliates; or (D) it is independently developed by or for the receiving Party or its Affiliates without reference to or use of any Confidential Information of the disclosing Party as demonstrated by contemporaneous credible written documentation. The foregoing notwithstanding (i) all tangible embodiments of ARCHEMIX Technology shall be ARCHEMIX Confidential Information, (ii) all tangible embodiments of TAKEDA Technology shall be TAKEDA Confidential Information, and (iii) all tangible embodiments of Joint Technology shall be ARCHEMIX Confidential Information and TAKEDA Confidential Information. Notwithstanding anything herein to the contrary, the terms of this Agreement shall constitute Confidential Information of each Party.

     1.26 “Control” or “Controlled” means (a) with respect to Technology or Patent Rights, the possession by a Party of the right to grant a license or sublicense to such Technology or Patent

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Rights as provided herein without the payment of additional consideration to, and without violating the terms of any agreement or arrangement with, any Third Party and without violating any Applicable Laws and (b) with respect to Proprietary Materials, the possession by a Party of the right to supply such Proprietary Materials to the other Party as provided herein without the payment of additional consideration to, and without violating the terms of, any agreement or arrangement with any Third Party, and without violating any Applicable Laws.

     1.27 “CTN” means the notification submitted to the Japanese Ministry of Health, Labor and Welfare prior to the Initiation of a clinical trial in Japan.

     1.28 “Derived” means identified, obtained, developed, created, synthesized, generated, designed or resulting from, based upon, containing or incorporating; conjugated to or complexed with (whether directly or indirectly, or in whole or in part).

     1.29 “Development” or “Develop” means, with respect to each Product on or after the selection of the Optimized Lead Compound from which such Product is Derived, all non-clinical and clinical activities performed in order to obtain Regulatory Approval of such Product, in accordance with this Agreement up to and including the obtaining of Commercialization Regulatory Approval of such Product. For purposes of clarity, these activities include, without limitation, in vivo animal efficacy testing, preclinical safety testing, test method development and stability testing, regulatory toxicology studies, formulation, process development, manufacturing, manufacturing scale-up, development-stage manufacturing, quality assurance/quality control development, statistical analysis and report writing, clinical trial design and operations, preparing and filing Drug Approval Applications, and all regulatory affairs related to the foregoing. When used as a verb, “Developing” means to engage in Development and “Developed” has a corresponding meaning.

     1.30 “Development Program” means the Development activities to be conducted during the Term with respect to each Product on or after the selection of the Optimized Lead Compound from which such Product is Derived with the objective of developing such Product.

     1.31 “Diagnosis” means (a) the determination or monitoring of (i) the presence or absence of a disease, (ii) the stage, progression or severity of a disease or (iii) the effect on a disease of a particular treatment; and/or (b) the selection of patients for a particular treatment with respect to a disease.

     1.32 “Diagnostic Product” means In Vitro Diagnostics, In Vivo Diagnostic Agents and any other aptamer product used for Diagnosis. For purposes of clarity, the term Diagnostic Product shall not include a product used for the delay of onset or progression of, or treatment or prevention of, an Indication.

     1.33 “Discontinued Competitive Target” means any Program Target so designated by TAKEDA pursuant to Section 7.6.1(b) following a Change of Control of ARCHEMIX.

     1.34 “Drug Approval Application” means, with respect to a Product in a particular country or region, an application for Commercialization Regulatory Approval for such Product in such country or region, including, without limitation: (a) an NDA or sNDA; (b) a counterpart of

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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an NDA or sNDA in any country or region in the Territory (including, without limitation, a CTN); and (c) all supplements and amendments to any of the foregoing.

     1.35 “E5 Country” means each of the [***] and [***].

     1.36 “Effective Date” means the date first set forth above.

     1.37 “Enriched Pool” means a pool of oligonucleotides used to perform the SELEX Process against a Program Target in the performance of the Research Program that (a) has undergone [***] and (b) wherein, [***] with [***] of [***] (e.g., [***] and [***] of the applicable Program Target, [***]% of the input pool of [***] is [***] in the [***] by the Program Target and the [***]fraction of the [***] pool is at least [***] [***]relative to the [***] fraction for the [***] (i.e., [***]) pool of [***].

     1.38 “Excepted Decision” means any of the following decisions requiring the unanimous approval of all members of the JSC: (a) any decision as to whether a milestone has been achieved under this Agreement for which a milestone payment is payable; and (b) any decision as to the appropriate method of determining royalties for a Combination Product pursuant to the last sentence of Section 5.4.1(h).

     1.39 “Excluded Aptamer” means any Aptamer listed on Schedule 4 attached hereto.

     1.40 “Exclusivity Term” means, (a) with respect to each Program Target, the period commencing on the Effective Date and continuing until the later of (i) the third anniversary of the Effective Date, and (ii) such date as TAKEDA is no longer either (A) evaluating Collaboration Aptamers directed to such Program Target pursuant to Section 3.10; (B) Developing and/or Commercializing a Product directed to such Program Target in any country in the Territory, or (C) providing the R&D Funding contemplated by Section 5.2 applicable to such Program Target, and (b) with respect to each Pre-approved Replacement Target, the period commencing on the Effective Date and continuing until the second anniversary of the Effective Date.

     1.41 “Failed Compound” means any Collaboration Aptamer directed against a Failed Target.

     1.42 “Failed Target” means any Program Target as to which the JSC determines that [***] is unable or unlikely to identify an [***] against such Program Target. For purposes of clarity, a Failed Target shall no longer be considered a Program Target for purposes of this Agreement once such Program Target becomes a Failed Target.

     1.43 “FDA” means the United States Food and Drug Administration or any successor agency or authority thereto.

     1.44 “FDCA” means the United States Federal Food, Drug, and Cosmetic Act, as amended.

     1.45 “Field” means the treatment, prevention, cure or delay of onset or progression of all human therapeutic Indications.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

     1.46 “First Commercial Sale” means, with respect to a Product in a country in the Territory, the first sale, transfer or disposition for value to an end user of such Product in such country. For purposes of clarity, the use of any Product in clinical trials, pre-clinical studies or other research or development activities, or the disposal or transfer of Products for a bona fide charitable purpose or a commercially reasonable sampling program, shall not be considered to be a sale, transfer or disposal for value to an end user.

     1.47 “Fiscal Quarter” means each successive period of three (3) consecutive calendar months commencing on January 1, April 1, July 1 or October 1, as the case may be, and ending on March 31, June 30, September 30 or December 31, respectively; provided, that, the initial Fiscal Quarter shall commence on the Effective Date and end on June 30, 2007.

     1.48 “Fiscal Year” means each successive period of twelve (12) months commencing on April 1 and ending on March 31; provided, that, the first Fiscal Year shall commence on the Effective Date and end on March 31, 2008.

     1.49 “Force Majeure” means any occurrence beyond the reasonable control of a Party that (a) prevents or substantially interferes with the performance by such Party of any of its obligations hereunder and (b) occurs by reason of any act of God, flood, fire, explosion, earthquake, strike, lockout, labor dispute, casualty or accident, or war, revolution, civil commotion, act of terrorism, blockage or embargo, or any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative of any such government.

     1.50 “FTE” shall mean [***] hours of work devoted to or in support of the ARCHEMIX Research Activities and/or the ARCHEMIX Additional Activities that is carried out by one or more employees of ARCHEMIX, measured in accordance with ARCHEMIX’s time allocation practices as applicable at the relevant time.

     1.51 “FTE Cost” means, for any period, the FTE Rate multiplied by the applicable number of FTEs in such period.

     1.52 “FTE Rate” means [***] Dollars (US $[***]). For purposes of clarity, the FTE Rate does not include any [***] set forth in Section 5.2.4.

     1.53 “GAAP” means United States generally accepted accounting principles, consistently applied.

     1.54 “Generic Product” means a pharmaceutical product that (i) contains the same active ingredient as the Product, and (ii) is bioequivalent to such Product.

     1.55 “[***] Study” means a study performed in accordance with the [***].

     1.56 “Hatch-Waxman Act” means the Drug Price Competition and Patent Term Restoration Act of 1984, as amended.

     1.57 “ICC” means the International Chamber of Commerce.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

     1.58 “IND” means: (a) an Investigational New Drug Application as defined in the FDCA and regulations promulgated thereunder or any successor application or procedure required to initiate clinical testing of a Collaboration Aptamer in humans in the United States; (b) a counterpart of an Investigational New Drug Application that is required in any other country or region in the Territory before beginning clinical testing of a Collaboration Aptamer in humans in such country or region; and (c) all supplements and amendments to any of the foregoing.

     1.59 “Indication” means any human indication, disease or condition, which can be treated, prevented, cured or the progression of which can be delayed.

     1.60 “Initiation” means, with respect to a human clinical trial, the first date that a subject or patient is dosed in such clinical trial.

     1.61 “In Vitro Diagnostics” means the use of the SELEX Process or aptamers identified through the use of the SELEX Process in the assay, testing or determination, outside of a living organism, of a substance in a test material. In Vitro Diagnostics shall include, among other things, the use of the SELEX Process or aptamers identified through the use of the SELEX Process in the assay, testing or determination: (a) outside of a living organism, (i) of a human substance in a test material, often to identify or follow the progression of a disease or disorder, or to select a patient for treatment; (ii) of a plant substance, animal substance or other substance in a test material, often to identify or follow the progression of a disease, process, or disorder in a human or non-human organism; and (iii) of environmental substances (as in water quality testing); and (b) of a substance on a test material such as cells (as in FACS analysis or other measurements of pathogens within biological samples) and (c) any other in vitro diagnostic use of the SELEX Process or aptamers identified through the use of the SELEX Process in drug development processes, including target identification, pre-clinical and clinical testing, and the following more specific examples of uses of aptamer technology: (i) to observe, through protein profiling, protein levels moving up or down in diseases or models of diseases, and to evaluate whether such proteins are sensible targets for the development of therapeutic agents; (ii) to observe coordinated expression of protein pathways in a variety of biological states in various systems; (iii) to study protein or metabolite levels during pre-clinical drug candidate evaluation in response to putative therapeutic agents during clinical trials (e.g., as markers of efficacy or response); and (iv) to study human protein or metabolite levels in response to putative therapeutic agents during clinical trials (e.g., as markers of efficacy or response). Notwithstanding the above, In Vitro Diagnostics does not include any of the above-identified activities directed at the discovery or Development of Aptamers by TAKEDA under and pursuant to the terms of this Agreement.

     1.62 “In Vivo Diagnostic Agent” means any product containing one or more aptamers that is used for any human in vivo diagnostic purpose related to (inter alia) the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state. For purposes of clarity, the use or development of an aptamer for the treatment of human disease does not constitute In Vivo Diagnostics.

     1.63 “Joint Patent Rights” means Patent Rights that contain one or more claims that cover Joint Technology.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

     1.64 “Joint Project Team” or “JPT” means the committee composed of ARCHEMIX and TAKEDA representatives established pursuant to Section 2.2.

     1.65 “Joint Steering Committee” or “JSC” means the committee composed of ARCHEMIX and TAKEDA representatives established pursuant to Section 2.1.

     1.66 “Joint Technology” means any Program Technology, other than Program Aptamer-Specific Technology, that is jointly conceived or reduced to practice by employees of, or consultants to, TAKEDA and employees of, or consultants to, ARCHEMIX. For purposes of clarity, any Program Technology that relates to the SELEX Process or to the SELEX Technology shall not be considered Joint Technology irrespective of which Party conceived or reduced to practice such Program Technology.

     1.67 “Knowledge” means, with respect to a Party, the actual knowledge of the chief executive officer or any vice president of such Party.

     1.68 “Licensed Patent Rights” means any ARCHEMIX Patent Rights and ARCHEMIX’s interest in Joint Patent Rights that (a) contain one or more claims that cover any Collaboration Aptamer, including its manufacture or formulation or a method of its delivery or use, or (b) are necessary for TAKEDA to exercise the licenses and rights granted to it pursuant to Article 7. Licensed Patent Rights existing as of the Effective Date, include, without limitation, those Patent Rights listed on Schedule 3 attached hereto. For purposes of clarity, Licensed Patent Rights shall exclude any Patent Rights, on a claim by claim basis, that relate solely to the SELEX Process and the SELEX Technology.

     1.69 “Licensed Technology” means any ARCHEMIX Technology and ARCHEMIX’s interest in Joint Technology that (a) relates to any Collaboration Aptamer, including its manufacture or its formulation or a method of its delivery or of its use, or (b) is necessary for TAKEDA to exercise the licenses and rights granted to it pursuant to Article 7.

     1.70 “Minimum FTE Funding Commitment” means, on a Fiscal Quarter by Fiscal Quarter basis, with respect to each Target designated as a Program Target pursuant to Section 3.5.1 during the Research Program Term and for which an Optimized Lead Compound has not been identified, the funding of [***] FTE. For purposes of clarity, the Minimum FTE Funding Commitment per Program Target per Fiscal Quarter set forth in the preceding sentence corresponds to [***] FTEs per Program Target on an annual basis. To the extent that the first Fiscal Quarter following the Effective Date of this Agreement is not a full three months, the Minimum FTE Funding Commitment for such first Fiscal Quarter shall be prorated to account for the ratio between the total days remaining in such Fiscal Quarter following the Effective Date and the total days in such Fiscal Quarter.

     1.71 “Minimum Program Target Commitment” means one (1) Program Target upon the initiation of research by ARCHEMIX on a first Program Target pursuant to Section 3.3.1; two (2) Program Targets upon the initiation of research by ARCHEMIX on a second Program Target; and, upon the initiation of research by ARCHEMIX on a third Program Target, a number of Program Targets [***] to the [***] between (a) [***] the number of Program Targets for which an

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

[***] has been [***], and (b) the [***] of the number of Program Targets for which an [***] has [***] been [***] and the number of [***] Targets listed on [***].

     1.72 “NDA” means a New Drug Application, as defined in the FDCA and regulations promulgated thereunder or any successor application or procedure required to sell a Product in the United States.

     1.73 “Net Sales” means the gross amount billed or invoiced by TAKEDA or any of its Affiliates or Sublicensees to Third Parties throughout the Territory for sales or other dispositions or transfers for value of Products less, as determined in accordance with GAAP, (a) allowances for normal and customary trade, quantity and cash discounts actually allowed and taken, (b) transportation, insurance and postage charges, if prepaid by TAKEDA or any Affiliate or Sublicensee of TAKEDA and included on any such party’s bill or invoice as a separate item, (c) credits, rebates, returns (including product recalls) pursuant to agreements (including, without limitation, managed care agreements) or government regulations, to the extent actually allowed or implemented, including without limitation, with respect to any Net Sales in Japan, any sales-based contribution for “Drug Induced Suffering” and any sales-based contribution for “Contribution for Measure for Drug Safety,” in each case as required by Applicable Laws or any Regulatory Authority, in the amount determined by and payable to the Pharmaceuticals and Medical Devices Agency (so-called “KIKO”), (d) sales, use and other consumption taxes similarly incurred to the extent included on the bill or invoice as a separate item. In addition, Net Sales are subject to the following:

          (a) If TAKEDA or any of its Affiliates or Sublicensees effects a sale, disposition or transfer of a Product to a customer in a particular country other than on customary commercial terms or as part of a package of products and services, the Net Sales of such Product to such customer shall be deemed to be “the fair market value” of such Product. For purposes of this subsection (a), “fair market value” shall mean the value that would have been derived had such Product been sold as a separate product to another customer in the country concerned on customary commercial terms.

          (b) In the case of pharmacy incentive programs, hospital performance incentive program chargebacks, disease management programs, similar programs or discounts on “bundles” of products, all discounts and the like shall be allocated among products on the basis on which such discounts and the like were actually granted or, if such basis cannot be determined, in proportion to the respective list prices of such products or such other reasonable allocation method as the Parties shall agree.

          (c) For purposes of clarity, use of any Product in clinical trials, pre-clinical studies or other research or development activities, or disposal or transfer of Products for a bona fide charitable purpose or a commercially reasonable sampling program, shall not give rise to any Net Sales.

     1.74 “Optimized Lead Compound” or “Optimized Lead” means any Program Aptamer that the JSC accepts as meeting the OLSC for such Program Target and any Aptamer Derived therefrom. The Parties agree that any Program Aptamer for which [***] shall be deemed to have been accepted as an Optimized Lead Compound by the JSC.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

11

     1.75 “Optimized Lead Compound Selection Criteria” or “OLSC” means the guideline criteria for selecting Program Aptamers that are sufficiently promising to warrant further research as an Optimized Lead Compound. The OLSC for the initial three (3) Program Targets listed in Schedule 2A attached hereto as agreed upon between the Parties is incorporated into Schedule 1. The OLSC shall be defined by the JSC for Pre-Approved Replacement Target as soon as practicable after the selection of any Pre-approved Replacement Targets pursuant to Section 3.5.1, but in any event, prior to the commencement of research activities with respect to any such Pre-approved Replacement Target.

     1.76 “Patent Rights” means the rights and interests in and to issued patents and pending patent applications (which, for purposes of this Agreement, include certificates of invention, applications for certificates of invention and priority rights) in any country or region, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof, and all foreign counterparts of any of the foregoing.

     1.77 “Permitted Activities” means (a) [***] to [***] and [***], any [***] ARCHEMIX [***] or [***] for ARCHEMIX and/or for [***] for the [***] of [***] to a [***] than such [***] or [***], as [***], and (b) [***] ARCHEMIX [***] and/or [***] Aptamers [***] and [***]; provided, that, ARCHEMIX [***] or [***] in the [***] and/or [***] of any [***] Aptamers [***] of the [***]

     1.78 “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or political subdivision, department or agency of a government.

     1.79 “Phase I Clinical Trial” means a clinical trial conducted in healthy humans or patients, which clinical trial is designed to establish the safety, drug-drug interactions and/or pharmacokinetics of an investigational drug given its intended use, and to support continued testing of such drug in Phase II Clinical Trials.

     1.80 “Phase II Clinical Trial” means a clinical trial conducted in patients with a particular disease or condition, which clinical trial is designed to establish the safety, appropriate dosage and pharmacological activity of an investigational drug given its intended use, and to initially explore its efficacy for such disease or condition.

     1.81 “Phase III Clinical Trial” means a pivotal clinical trial conducted in patients with a particular disease or condition, which clinical trial is designed to ascertain efficacy and safety of an investigational drug for its intended use and to define warnings, precautions and Adverse Events that are associated with an investigational drug in the dosage range intended to be prescribed, with the purpose of preparing and submitting applications for Regulatory Approval or label expansion to the pertinent Regulatory Authority in any country.

     1.82 “Product” means any pharmaceutical or medicinal item, substance or formulation that contains, incorporates or comprises a Collaboration Aptamer.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

12

     1.83 “Product Trademark” means any trademark or trade name, whether or not registered, or any trademark application or renewal, extension or modification thereof, in the Territory, or any trade dress and packaging, in each case (a) that are specifically applied to or used with and obtained for any Product by TAKEDA and (b) together with all goodwill associated therewith and promotional materials relating thereto.

     1.84 “Program Aptamer” means (a) any [***] oligonucleotide that (i) is an Aptamer that [***] and (ii) was first identified in the performance of the Research or Development Program, (b) [***] Aptamers Controlled by ARCHEMIX as of the Effective Date that [***] to the applicable Program Target, and (c) any [***] any [***] this Section 1.84(a) or (b) where such Aptamer was first identified in the performance of the Research Program or Development Program and binds to a Program Target.

     1.85 “Program Aptamer-Specific Patent Rights” means all Patent Rights, on a claim by claim basis, that contain, as a specific element, Program Aptamer-Specific Technology. Program Aptamer-Specific Patent Rights where ARCHEMIX is the sole inventor or a joint inventor with TAKEDA shall be “ARCHEMIX Program Aptamer-Specific Patent Rights” and Program Aptamer-Specific Patent Rights where TAKEDA is the sole inventor shall be “TAKEDA Program Aptamer-Specific Patent Rights.“

     1.86 “Program Aptamer-Specific Technology” means any Program Technology Controlled by either Party at any time during the Exclusivity Term for a given Program Target that (a) has as an element thereof a Collaboration Aptamer, including any Program Technology relating to the composition, production, manufacture, formulation, delivery or use of a Collaboration Aptamer and is specific for that Program Target; and/or (b) is specific for that Program Target. For purposes of illustration with respect to Sections 1.85, 1.86, 1.88 and 1.89, (i) the nucleotide sequence of an Aptamer that binds a Program Target would be considered Program Aptamer-Specific Technology and any Patent Rights that specify that nucleotide sequence would be considered Program Aptamer-Specific Patent Rights and (ii) the composition of the oligonucleotide pool (e.g., deoxy purines and 2’ O-methyl substituted pyrimidines) from which the specific nucleotide sequence was obtained would be considered Program Generic Technology and any Patent Rights that encompass the pool composition but do not specify the particular nucleotide sequence(s) of an Aptamer that bind to a Program Target would be considered Program Generic Patent Rights.

     1.87 “Program Chemistry” means the proprietary molecules, methods and/or processes listed on Schedule 6 attached hereto to be used by ARCHEMIX in the conduct of the Research Program and any proprietary molecules, methods and/or processes generically identified on Schedule 6.

     1.88 “Program Generic Patent Rights” means all Patent Rights, on a claim by claim basis, that cover Program Generic Technology but do not contain as a specific element Program Aptamer-Specific Technology.

     1.89 “Program Generic Technology” means any Program Technology that is not Program Aptamer-Specific Technology and that relates generally to the composition, discovery, generation, optimization, manufacture, formulation, delivery or use of aptamers.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

13

     1.90 Program Target” means the Targets listed on Schedule 2A attached hereto, as amended from time to time in accordance with Section 3.5.

     1.91 “Program Technology” means any Technology (including, without limitation, any new and useful process, method of manufacture or composition of matter) or Proprietary Materials that are conceived or first reduced to practice (actively or constructively) by either Party in the conduct of the Research Program and/or the Development Program and by ARCHEMIX in the conduct of ARCHEMIX Additional Activities.

     1.92 “Proprietary Materials” means tangible chemical, biological or physical materials (a) that are furnished by or on behalf of one Party to the other Party in connection with this Agreement, whether or not specifically designated as proprietary by the Transferring Party or (b) that are otherwise conceived and reduced to practice in the conduct of the Research Program or the Development Program.

     1.93 “Prosecution” or “Prosecute” means the preparation, filing, prosecution and/or maintenance of Patent Rights including any reissue and re-examination proceedings relating to the foregoing; provided, however, that any interference, opposition or similar proceedings relating to any Aptamer-Specific Patent Rights shall be classified as an Infringement subject to Section 9.2.1(b)(ii).

     1.94 “Quarterly FTE Payment” means the amount of R&D Funding payable by TAKEDA to ARCHEMIX for FTEs for each Fiscal Quarter of the Research Program Term pursuant to Section 5.2, which shall equal the product of the number of FTEs required by the Minimum FTE Funding Commitment times the number of Program Targets required by the Minimum Program Target Commitment times the FTE Rate.

     1.95 “Radio Therapeutic” means any product for human therapeutic use that contains one or more Aptamers that targets specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates (a) radionucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.

     1.96 “R&D Funding” means the aggregate funding provided by TAKEDA to ARCHEMIX in connection with the conduct by ARCHEMIX of the ARCHEMIX Research Activities and/or ARCHEMIX Additional Activities, as the case may be, which shall be equal to the aggregate FTE Cost for all FTEs expended by ARCHEMIX in connection therewith, based on the FTE Rate.

     1.97 “Regulatory Approval” means, with respect to any country or region in the Territory, any approval, product and establishment license, registration or authorization of any Regulatory Authority required for the manufacture, use, storage, importation, exportation, distribution, transport or sale of a Product in the Field in such country or region.

     1.98 “Regulatory Authority” means the FDA, or any counterpart of the FDA outside the United States, or any other national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity with authority over the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

14

distribution, importation, exportation, manufacture, production, use, storage, transport, clinical testing or sale of a Product.

     1.99 “Regulatory Filings” means, collectively: (a) all INDs, establishment license applications, drug master files, applications for designation as an “Orphan Product(s)” under the Orphan Drug Act, for “Fast Track” status under Section 506 of the FDCA (21 U.S.C. § 356) or for a Special Protocol Assessment under Section 505(b)(4)(B) and (C) of the FDCA (21 U.S.C. § 355(b)(4)(B)), NDAs and BLAs and all other similar filings (including, without limitation, counterparts of any of the foregoing in any country or region in the Territory); (b) all supplements and amendments to any of the foregoing; and (c) all data and other information contained in, and correspondence relating to, any of the foregoing.

     1.100 “Research Program” means the research program to be conducted by the Parties during the Research Program Term pursuant to the Annual Research Plan up to and including the selection of Optimized Lead Compounds. For purposes of clarity, the Research Program does not include any Development activities performed in the course of the Development Program.

     1.101 “Research Program Term” means the period beginning on the Effective Date and ending on June 11, 2010, or such later date as the Parties may mutually agree in writing; provided, that, (a) the Research Program Term ending June 11, 2010, may be extended for up to two (2) additional periods of one (1) year each upon the mutual agreement of the Parties, subject to ARCHEMIX’s commitment to continue to provide FTEs, and TAKEDA’s commitment to continue to provide ARCHEMIX with the R&D Funding applicable thereto pursuant to Section 5.2.1, in order to discover Optimized Lead Compounds for one or more Program Targets; and (b) if this Agreement is terminated prior to the end of the Research Program Term, the effective date of such early termination shall become the last day of the Research Program Term. For purposes of clarity, under no circumstances shall the Research Program Term be extended beyond the fifth anniversary of the Effective Date.

     1.102 “ROW Territory” means all counties and territories of the world other than the [***].

     1.103 “Royalty Term” means, on a Product-by-Product and country-by-country basis, the period beginning on the date of First Commercial Sale of a given Product in a country and ending on the later to occur of (a) expiration of the last to expire Valid Claim of a Royalty Triggering Patent Right as to such Product in such country and (b) [***] years from the date of the First Commercial Sale of such Product in such country. For purposes of clarity, [***] years after the First Commercial Sale of a Product, the Royalty Term will expire as to a given Product in a given country if the Product is being manufactured, used, offered for sale or sold without the infringement of any Valid Claim of any Royalty Triggering Patent Rights as a result of such activities.

     1.104 “Royalty Triggering Patent Rights” means, on a Product-by-Product and country-by-country basis, those Valid Claims within the Licensed Patent Rights, ARCHEMIX Program Aptamer-Specific Patent Rights and Joint Patent Rights, that are scheduled according to Section 9.2.4, subject to the dispute resolution procedures set forth in Section 9.2.4, that would be infringed by the manufacture, use, offer for sale or sale of a Product in a given country absent the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

15

license granted under this Agreement. For purposes of clarity, the making, using, offering for sale and selling activities of a particular Product may be covered by Royalty Triggering Patent Rights in one country and not be covered by any Royalty Triggering Patent Rights in another country. Also for purposes of clarity, TAKEDA Program Aptamer-Specific Patent Rights are excluded from Royalty Triggering Patent Rights.

     1.105 “SELEX Portfolio” means those Patent Rights licensed by Gilead to ARCHEMIX pursuant to the ARCHEMIX-Gilead License Agreement.

     1.106 “SELEX Process” means any process for the identification or generation of an oligonucleotide that binds to a Target by means other than Watson-Crick base-pairing including any process that is covered by, (a) the SELEX Portfolio, including, without limitation, U.S. Patent Nos. [***] or [***] and any continuations, divisionals, and continuations-in-part, substitutions, renewals, reissues, re-examinations and extensions thereof, or (b) any other Patent Rights directed to the SELEX Process Controlled by ARCHEMIX.

     1.107 “SELEX Technology” means (a) oligonucleotides that bind to a Target by means other than Watson-Crick base-pairing that consist of or incorporate structural elements that are generally applicable to such oligonucleotides independent of Targets (e.g., a novel nucleoside, bond or linkage or combination(s) thereof, for example, deoxypurine and 2’O-methyl substituted prymidine compositions) as used in such oligonucleotides, and (b) any process for modifying, optimizing and/or stabilizing oligonucleotides that bind to a Target by means other than Watson-Crick base-pairing that is generally applicable to such oligonucleotides independent of Targets wherein such modification, optimization or stabilization includes, without limitation, minimization, truncation, conjugation, pegylation, complexation, substitution, deletion and/or incorporation of modified nucleotides; provided, however, that SELEX Technology does not include Program Aptamers.

     1.108 “sNDA” means a Supplemental New Drug Application, as defined in the FDCA and applicable regulations promulgated thereunder.

     1.109 “Sublicense Agreement” means any agreement entered into by TAKEDA with a Sublicensee.

     1.110 “Sublicensee” means any Third Party to which TAKEDA grants a sublicense under the licenses granted to it under Section 7.1 or 7.2.

     1.111 “Supplemental Product” means a therapeutically active ingredient incorporated into a Combination Product where such therapeutically active ingredient is not a Product.

     1.112 “TAKEDA Background Technology” means any Technology that is used by TAKEDA, or provided by TAKEDA for use, in the Research Program and/or Development Program that is (a) Controlled by TAKEDA as of the Effective Date or (b) conceived or first reduced to practice by employees of, or consultants to, TAKEDA after the Effective Date other than in the conduct of TAKEDA Research Activities or TAKEDA Development Activities. For purposes of clarity, TAKEDA Program Technology or TAKEDA’s interest in Joint Technology shall not include TAKEDA Background Technology.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.113 “TAKEDA Patent Rights” means any Patent Rights Controlled by TAKEDA that contain one or more claims that cover TAKEDA Technology.

     1.114 “TAKEDA Program Technology” means (a) any Program Technology that is not ARCHEMIX Program Technology or Joint Technology; and (b) any Program Aptamer-Specific Technology.

     1.115 “TAKEDA Research Activities” means all activities specified to be conducted by TAKEDA in any Annual Research Plan (or amendment thereto) that are approved by the JPT and JSC. For purposes of clarity, TAKEDA Research Activities may include the contribution by TAKEDA to the Research Program of certain disease biology and cellular assay expertise and Technology.

     1.116 “TAKEDA Technology” means, collectively, TAKEDA Background Technology and TAKEDA Program Technology.

     1.117 “Target” means a protein, cytokine, enzyme, receptor, transducer, transcription factor, antigen or any other non-nucleic acid molecule.

     1.118 “Target Replacement List” means the list of Targets on Schedule 2B attached hereto, as amended pursuant to Section 3.5.1.

     1.119 “Technology” means, collectively, inventions, discoveries, improvements, trade secrets and proprietary methods, whether or not patentable, including, without limitation: (a) methods of production or use of, and structural and functional information pertaining to, chemical compounds; and (b) compositions of matter, data, formulations, processes, techniques, know-how and results (including, without limitation, any negative results).

     1.120 “Terminated Product”means any Product which TAKEDA was Developing or Commercializing as to which TAKEDA determined to discontinue Development and provided a Product Termination Notice to ARCHEMIX pursuant to Section 7.1.2(d)(i)

     1.121 “Territory” means all countries and territories of the world.

     1.122 “Third Party” means a Person other than TAKEDA and ARCHEMIX and their respective Affiliates.

     1.123 “ULEHI” means University License Equity Holdings, Inc., formerly known as UTC.

     1.124 “URC License Agreement” means the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead Sciences, Inc. as successor in interest to NeXstar Pharmaceuticals.

     1.125 “UTC” means University Technology Corporation, the successor to the University Research Corporation.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.126 “Valid Claim” means any claim of an issued, unexpired patent that (a) has not been finally cancelled, withdrawn, abandoned or rejected by any administrative agency or other body of competent jurisdiction, (b) has not been permanently revoked, held invalid, or declared unpatentable or unenforceable in a decision of a court or other body of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal, (c) has not been rendered unenforceable through disclaimer or otherwise, and (d) is not lost through an interference proceeding.

     1.127 “Waived Compound” means any Collaboration Aptamer directed against a Waived Target.

     1.128 “Waived Target” means any Program Target for which TAKEDA has discontinued the Research Program prior to the designation of an Optimized Lead Compound for such Program Target and provided a Waived Target Designation Notice to ARCHEMIX pursuant to Section 7.1.2.(c)(i).

     Additional Definitions. In addition, each of the following definitions shall have the respective meanings set forth in the section of this Agreement indicated below:

Definition	Section
Applicable Milestone Payment	7.1.2(d)(ii)(F)
Applicable Percentage	7.1.2(d)(ii)(F)
ARCHEMIX Commitment	7.1.2(d)(ii)
ARCHEMIX Indemnitees	12.2
Claims	12.1
Clinical Data	7.1.2(e)(ii)(F)
Designated Senior Officers	13.1
Disputed Patent Matter	9.1.1(b)
Disputed Royalty Matter	5.4.1(i)
Dispute	13.1(a)
Disputed Matter	2.1.3(c)
Exclusive License Notice	7.1.2(f)(ii)
Failed Target Opportunity Notice	7.1.2(c)(iv)
[***]% Royalty Reduction	5.4.1(e)
Filing Party	9.1.4
[***] Indemnitee	12.3
Indemnified Party	12.4
Indemnifying Party	12.4
Infringement	9.2.1(a)
Infringement Notice	9.2.1(a)
Losses	12.1
Material Use	7.1.2(d)(ii)(F)
Milestone Payment Due Date	7.1.2(d)(ii)(F)
Non-Filing Party	9.1.4
Notice Period	7.1.2(c)(iv)
Patent Coordinator	8.6
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Definition	Section
Pre-approved Replacement Target	3.5.1(b)
Proceeding	13.2
Product Termination Notice	7.1.2(d)(i)
Quarterly Reconciliation Statement	5.2.1
Recipient Party	3.7
Requested Chemistry	5.4.1(d)
ROFN Notice	7.1.2(c)(iv)
TAKEDA Indemnitees	12.1
Term	10.1
Third Party Chemistry Payments	5.4.1(d)
Third Party Costs	5.2.4
Third Party Payments	5.4.1(d)
Transferring Party	3.7
Waived Target Designation Notice	7.1.2(c)(i)

2. ADMINISTRATION OF THE COLLABORATION

     2.1 Joint Steering Committee.

          2.1.1 Establishment. Within [***] days from the Effective Date, ARCHEMIX and TAKEDA shall identify the members of the Joint Steering Committee. Unless otherwise agreed by the Parties, the term for the JSC shall commence as of the Effective Date and continue until the last day of the Research Program Term. The JSC shall have and perform the responsibilities set forth in Section 2.1.4.

          2.1.2 Membership. Each Party shall designate in writing, in its sole discretion, [***] members to the JSC, which shall be employees of such Party or an Affiliate of such Party. Unless otherwise agreed by the Parties, one of TAKEDA’s designees shall be designated by TAKEDA as the Chair. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JSC, by giving written notice to the other Party.

          2.1.3 Meetings.

                    (a) Schedule of Meetings; Agenda. The JSC shall establish a schedule of times for regular meetings, taking into account the planning needs of the Collaboration and its responsibilities. In urgent cases, special meetings of the JSC may be convened by any member upon [***] days (or, if such meeting is proposed to be conducted by teleconference, upon [***] days) written notice to the other members; provided, that, (i) notice of any such special meeting may be waived at any time, either before or after such meeting, and such waiver shall be the equivalent to the giving of a valid notice hereunder, and (ii) attendance of any member at a special meeting shall constitute a valid waiver of notice from such member. In no event shall the JSC meet less frequently than once in each Fiscal Quarter. Regular and special meetings of the JSC may be held in person or by teleconference or videoconference; provided, that, meetings held in person shall alternate between the respective offices of the Parties. The Chair shall prepare and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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circulate to each JSC member an agenda for each JSC meeting not later than one (1) week prior to such meeting.

                    (b) Quorum; Voting. At each JSC meeting (i) the presence in person of [***] member designated by each Party shall constitute a quorum and (ii) all members designated by each Party who are present shall have [***] on all matters before the JSC at such meeting. Alternatively, the JSC may act by written consent signed by [***] member designated by each Party. Whenever any action by the JSC is called for hereunder during a time period in which the JSC is not scheduled to meet, the Chair shall cause the JSC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JSC may attend JSC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

                    (c) Decisions. The JSC members shall use reasonable efforts to reach unanimous agreement on any and all matters. Such reasonable efforts shall, if reasonably requested by any member of the JSC, include the engagement of a mutually acceptable Person who is not affiliated with either Party and has particular experience or expertise with respect to a particular matter to advise the JSC, the expense of which engagement shall be borne equally by the Parties. In the event that, despite such reasonable efforts, agreement on a particular matter cannot be reached by the JSC within [***] days after the JSC first meets to consider such matter (each such matter, a “Disputed Matter”), then such Disputed Matter will be decided pursuant to Section 2.1.6 and/or Section 13.1.

                    (d) Minutes. The JSC shall keep minutes of its meetings that record all decisions and all actions recommended or taken in reasonable detail. Drafts of the minutes shall be prepared and circulated to the members of the JSC within a reasonable time after the meeting, not to exceed [***] business days. The Chair shall have responsibility for the preparation and circulation of draft minutes. Each member of the JSC shall have the opportunity to provide comments on the draft minutes. The minutes shall be approved, disapproved and revised as necessary at the next JSC meeting or within [***] days of the meeting whichever occurs first. Upon approval, final minutes of each meeting shall be circulated to the members of the JSC by the Chair.

          2.1.4 Responsibilities. The JSC shall be responsible for overseeing the conduct and progress of and making all significant decisions regarding the scope, content, cost, and timing of the Research Program. Without limiting the generality of the foregoing, the JSC shall have the following responsibilities:

                    (a) overseeing the JPT’s performance of its responsibilities;

                    (b) reviewing and approving each Annual Research Plan;

                    (c) reviewing and approving any amendment to an Annual Research Plan approved by the JPT and submitted to it for its approval;

                    (d) reviewing data, reports or other information submitted to it by the JPT from time to time;

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

20

                    (e) resolving all JPT matters that are in dispute;

                    (f) defining the characteristics of the OLSC for each Program Target;

                    (g) reviewing and either approving or rejecting any decision of the JPT to nominate any Program Aptamer as an Optimized Lead Compound;

                    (h) determining whether a Program Target should be designated as a Failed Target;

                    (i) determining whether a milestone has been achieved under this Agreement for which a milestone payment is payable;

                    (j) determining the appropriate method of determining royalties for a Combination Product pursuant to the last sentence of Section 5.4.1(i); and

                    (k) making such other decisions as may be delegated to the JSC pursuant to this Agreement or by mutual written agreement of the Parties after the Effective Date.

          2.1.5 Interests of the Parties. Notwithstanding any other provisions of this Agreement, all decisions made and all actions taken by the JSC shall be made or taken in the best interest of the Collaboration.

          2.1.6 Research Related Dispute Resolution. If a Disputed Matter arises within the JSC through the course of seeking to make decisions pursuant to Section 2.1.3(c), such Disputed Matter shall be resolved pursuant to this Section 2.1.6. If the Disputed Matter does not involve an Excepted Decision or an ARCHEMIX Decision, and except as set forth in the last sentence of this section, TAKEDA shall have the sole right to make the final decision on such Disputed Matter, but shall only exercise such right in good faith after full consideration of the positions of both Parties. Notwithstanding the foregoing, (a) if the Disputed Matter involves an ARCHEMIX Decision, then ARCHEMIX shall have the sole right to make the final decision on such Disputed Matter but shall only exercise such right in good faith after full consideration of the positions of both Parties and (b) if the Disputed Matter involves an Excepted Decision, the Disputed Matter shall be resolved in accordance with Section 13.1. For purposes of clarity, except with respect to ARCHEMIX Decisions and Excepted Decisions, TAKEDA shall have the sole and final decision-making authority regarding all issues with respect to the Development of Optimized Lead Compounds and the Commercialization of Products and under no circumstances shall the determination of whether TAKEDA or ARCHEMIX has used or is using Commercially Reasonable Efforts be submitted for resolution under this Section 2.1.6

     2.2 Joint Project Team.

          2.2.1 Establishment. Within [***] days from the Effective Date, ARCHEMIX and TAKEDA shall identify the members of the Joint Project Team. Unless otherwise agreed by the Parties, the term for the JPT shall commence as of the Effective Date and continue until the last day of the Research Program Term. The JPT shall have and perform the responsibilities set forth in Section 2.2.4.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

21

          2.2.2 Membership. Each Party shall designate in writing, in its sole discretion, [***] members to the JPT which shall be employees of such Party or an Affiliate of such Party. Unless otherwise agreed by the Parties, one of [***] designees shall be designated by [***] as the Chair of the JPT. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JPT, by giving written notice to the other Party.

          2.2.3 Meetings.

                    (a) Schedule of Meetings; Agenda. The JPT shall establish a schedule of times for regular meetings, in no event less frequently than once per [***], taking into account, without limitation, the planning needs of the Research Program and its responsibilities. In urgent cases, special meetings may be convened by any member upon [***] days (or, if such meeting is proposed to be conducted by teleconference, upon [***] days) written notice to the other members; provided, that, (i) notice of any such special meeting may be waived at any time, either before or after such meeting, and such waiver shall be the equivalent to the giving of a valid notice hereunder, and (ii) attendance of any member at a special meeting shall constitute a valid waiver of notice from such member. Regular and special meetings of the JPT may be held in person or by teleconference or videoconference; provided, that, meetings held in person shall alternate between the respective offices of the Parties. The chair of the JPT shall prepare and circulate to each JPT member an agenda for each JPT meeting no later than [***] prior to such meeting.

                    (b) Quorum; Voting. At each JPT meeting, (i) the presence in person of at least [***] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who are present shall have [***] on all matters before the JPT at such meeting. Alternatively, the JPT may act by written consent signed by at least [***] members designated by each Party. Whenever any action by the JPT is called for hereunder during a time period in which the JPT is not scheduled to meet, the chair of the JPT shall cause the JPT to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JPT (including, without limitation, the Patent Coordinators) may attend JPT meetings as non-voting observers without the consent of the other Party.

                    (c) Decisions. The JPT shall resolve all matters before it by unanimous vote of the JPT. In the event that the JPT is unable to resolve any matter before it, such matter shall be referred to the JSC for decision, and, in case the JSC is unable to resolve the matter, it shall be resolved in accordance with Section 2.1.6.

                    (d) Minutes. The JPT shall keep minutes of its meetings that record all decisions and all actions recommended or taken in reasonable detail. Drafts of the minutes shall be prepared and circulated to the members of the JPT within a reasonable time after the meeting, not to exceed [***] business days. The chair of the JPT shall have responsibility for the preparation and circulation of draft minutes. Each member of the JPT shall have the opportunity to provide comments on the draft minutes. The minutes shall be approved, disapproved or revised as necessary at the next JPT meeting; and then sent to the JSC members of each Party who may nullify any decision by the JPT affecting the scope, content, cost, and timing of the Research

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

22

Program. The decisions specified in the JPT minutes shall be deemed ratified if no written objection is raised within [***] days of the JPT minutes being sent to the JSC members. Upon approval, final minutes of each meeting shall be circulated to the members of the JPT by the chair of the JPT.

          2.2.4 Responsibilities. The JPT shall be responsible for overseeing the day-to-day conduct and progress of the Research Program and the recommendation of Optimized Lead Compounds. Without limiting the generality of the foregoing, the JPT shall have the following responsibilities:

                    (a) preparing or directing the preparation of all Annual Research Plans to be submitted to the JSC for approval by the JSC;

                    (b) preparing or directing the preparation of any amendments to an Annual Research Plan that the JPT unanimously deems appropriate in furtherance of the objectives of the Research Program as set forth in the Annual Research Plan, provided, however, that only the JSC may approve an amendment to an Annual Research Plan submitted to the JSC for approval by the JSC;

                    (c) monitoring the progress of each Annual Research Plan and of each Party’s activities thereunder;

                    (d) providing a forum for consensual decision making with respect to the Research Program;

                    (e) reviewing data, reports or other information submitted by either Party with respect to work conducted in the Research Program;

                    (f) preparing for the JSC on at least a semi-annual basis a progress report for the Research Program in reasonable detail and providing to the JSC such additional information as it may request;

                    (g) recommending to the JSC amendments to the OLSC as it deems appropriate in furtherance of the objectives of the Research Program, as set forth in the Annual Research Plan;

                    (h) recommending to the JSC that a Program Target be designated as a Failed Target;

                    (i) nominating Program Aptamers as Optimized Lead Compounds for acceptance by the JSC; and

                    (j) making any other decisions as may be delegated to the JPT by JSC as reflected in the approved minutes of the JSC.

          2.2.5 Interests of the Parties. Notwithstanding any other provisions of this Agreement, all decisions made and all actions taken by the JPT shall be made or taken in the best interest of the Collaboration.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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3. RESEARCH PROGRAM

     3.1 Objectives of the Research Program. The objectives of the Research Program shall be the identification of Program Aptamers for nomination by the JPT to the JSC for approval as Optimized Lead Compounds pursuant to this Agreement. Except for the TAKEDA Research Activities, if any, which shall be conducted by TAKEDA at its sole expense, ARCHEMIX shall have the primary right and responsibility to conduct the Research Program.

     3.2 Annual Research Plans

          3.2.1 Annual Research Plans. The initial Annual Research Plan and budget, which describes the research activities to be carried out by each Party during the first Fiscal Year of the Research Program Term for the initial Program Targets shall be prepared by the JPT and submitted to, and approved by, the JSC within [***] days of the Effective Date. For each subsequent Fiscal Year during the Research Program Term commencing with the second Fiscal Year, an Annual Research Plan and budget shall be prepared by or at the direction of the JPT and submitted to the JSC for its approval. The JPT shall manage the preparation of each Annual Research Plan in a manner designed to obtain JSC approval no later than [***] days prior to the end of the then-current Fiscal Year. Each Annual Research Plan shall: (a) set forth (i) the research objectives and activities to be performed for the Fiscal Year covered by the Annual Research Plan with reasonable specificity, (ii) the research plans and protocols to be employed to complete each stage of the Research Program, (iii) changes to the OLSC for each Program Target and any other criteria that the JPT utilizes to evaluate the results of the Research Program in order to nominate Optimized Lead Compounds for Program Targets, (iv) the Party that shall be responsible for performing such activities, (v) a timeline and budget for such activities (including any Third Party Costs), and (vi) with respect to ARCHEMIX Research Activities, the number of FTEs estimated to be required to perform such activities, and (b) shall be consistent with the other terms of this Agreement. Without limiting the generality of the foregoing, the objectives of each Annual Research Plan shall include, as appropriate from time to time during the Research Program Term, conducting the necessary research activities to identify Program Aptamers or to determine whether Program Aptamers should be nominated to the JSC as Optimized Lead Compounds. Any Annual Research Plan may be amended from time to time by the JSC pursuant to Section 2.1.4. Each amendment, modification and update to the Annual Research Plan shall include the resulting changes to the budget, including the number of FTEs to be utilized by ARCHEMIX, and shall be set forth in a written document prepared by, or at the direction of, the JPT and approved by the JSC, shall specifically state that it is an amendment, modification or update to the Annual Research Plan and shall be attached to the minutes of the meeting of the JSC at which such amendment, modification or update was approved by the JSC. Without limiting the nature or frequency of any other amendments, modifications or updates to the Annual Research Plan that may be approved by the JSC, the Annual Research Plan shall be updated at least once prior to the end of each Fiscal Year to describe the research activities to be carried out by each Party during the upcoming Fiscal Year during the Research Program Term in conducting the Research Program pursuant to this Agreement.

          3.2.2 Minimum Research Commitment. TAKEDA shall at all times during the Research Program Term provide research support for a number of Program Targets equal to the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

24

Minimum Program Target Commitment and ARCHEMIX shall provide sufficient resources to perform its obligations pursuant to the Annual Research Plan for such Program Targets.

          3.2.3 Minimum FTE Funding Commitment. During the Research Program Term, TAKEDA shall provide funding equal to at least the Minimum FTE Funding Commitment for as many Program Targets as are required under the Minimum Program Target Commitment.

     3.3 Conduct of Research Program.

          3.3.1 ARCHEMIX Responsibilities. Except as set forth in Section 3.3.2, ARCHEMIX shall have the primary right and responsibility for all activities with respect to the Research Program, including all activities with respect to the identification of Program Aptamers, up through the identification of an Optimized Lead Compound pursuant to Section 3.6. Without limiting the foregoing, during the Research Program Term, ARCHEMIX shall (a) conduct the ARCHEMIX Research Activities using the number of FTEs set forth in the Annual Research Plan, and (b) conduct the ARCHEMIX Additional Activities as requested by TAKEDA pursuant to Section 4.3 using a standard of care not less than Commercially Reasonable Efforts. For the first three (3) Program Targets, ARCHEMIX shall insure that ARCHEMIX Research Activities are initiated at a rate of [***] Program Target per Fiscal Quarter with [***] Program Target being initiated, to the extent possible, within [***] days of the Effective Date. Notwithstanding the foregoing, in no event shall ARCHEMIX be required to initiate ARCHEMIX Research Activities and/or ARCHEMIX Additional Activities for more than [***] Program Target per [***].

          3.3.2 TAKEDA Responsibilities. During the Research Program Term, TAKEDA shall: (a) provide ARCHEMIX with such TAKEDA Background Technology, and conduct such TAKEDA Research Activities, if any, as may be necessary or useful to further the objectives of the Research Program or as otherwise may be set forth in any Annual Research Plan; (b) pay ARCHEMIX each Quarterly FTE Payment in accordance with Section 5.2.1 and the R&D Funding to the extent the R&D Funding exceeds the Quarterly FTE Payments; (c) give ARCHEMIX not less than [***] days’ written notice in the event that TAKEDA requires a number of FTEs above [***] FTEs in any Fiscal Year; (d) commit such resources as are reasonably necessary to conduct the TAKEDA Research Activities, if any, set forth in any Annual Research Plan; and (e) use Commercially Reasonable Efforts to conduct the TAKEDA Research Activities, if any, set forth in any Annual Research Plan.

          3.3.3 Compliance and Funding. Each Party shall perform its obligations under each Annual Research Plan in compliance in all material respects with all Applicable Laws. For purposes of clarity, with respect to each activity performed under an Annual Research Plan that will or would reasonably be expected to generate data to be submitted to a Regulatory Authority in support of a Regulatory Filing or Drug Approval Application, the Party performing such activity shall comply in all material respects with the regulations and guidance of the FDA that constitute Good Laboratory Practice or Good Manufacturing Practice (or, if and as appropriate under the circumstances, International Conference on Harmonization (ICH) guidance or other comparable regulation and guidance of any Regulatory Authority in any country or region in the Territory). Each Party shall be solely responsible for paying the salaries, benefits and taxes of its employees conducting its activities under Article 3 of this Agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          3.3.4 Cooperation. Scientists at ARCHEMIX and TAKEDA shall cooperate in the performance of the Research Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as are reasonably necessary for the other Party to perform its obligations under any Annual Research Plan.

     3.4 Records.

          3.4.1 Record Keeping.

                    (a) Research Program Records. Each Party shall maintain complete and accurate records of its activities in the Research Program in sufficient detail, in good scientific manner and otherwise in a manner that reflects all work done and results achieved. Subject to Article 6, each Party shall provide the other Party with access during normal business hours and upon reasonable advance notice to review such records to the extent reasonably required for the performance of such other Party’s obligations and/or exercise of such other Party’s rights under this Agreement; provided, that, the non-reviewing Party may redact information not relevant to the Research Program prior to such review. Notwithstanding the foregoing, except in conjunction with a Proceeding pursuant to Section 13.2, TAKEDA shall not have the right to review any records relating to any Failed Compounds, Waived Compounds or Terminated Products, except for records relating to activities conducted in the Research Program, in which case TAKEDA shall have the right to review such records for up to [***] years after the designation of any such Failed Compounds, Waived Compounds or Terminated Products for purposes of, and in connection with, an audit conducted in accordance with Section 5.2.3.

                    (b) Record Keeping Policies. Without limiting the generality of Section 3.4.1(a), each Party agrees to maintain a policy that requires its employees and consultants to record and maintain all data and information developed during the Research Program.

          3.4.2 Reports. ARCHEMIX and TAKEDA shall keep the JPT regularly informed of the progress of the Research Program. Without limiting the generality of the foregoing, (a) ARCHEMIX shall, at each meeting of the JPT, (i) provide reports to the JPT in reasonable detail regarding the status of its activities under the Research Program, (ii) advise the JPT of its identification of Program Aptamers and provide the JPT with any supporting data applicable to such Program Aptamers, (iii) provide the JPT with the results of activities conducted in the Research Program with respect to each Program Aptamer so as to enable the JPT to determine whether such Program Aptamer meets the OLSC and should be proposed to the JSC as an Optimized Lead Compound, (iv) provide the JPT with such additional information that it has in its possession as may be reasonably requested from time to time by the JPT, and (v) provide TAKEDA, on or before [***] days from the termination or expiration of the Research Program Term, with a final report regarding all ARCHEMIX Research Activities conducted by ARCHEMIX during the Research Program Term to the extent not previously included in the reports described above, and (b) TAKEDA shall, at each meeting of the JPT, (i) provide the JPT with reports in reasonable detail regarding the status of all TAKEDA Research Activities, if any, and such additional information that it has in its possession as may be reasonably requested from time to time by the JPT and (ii) provide ARCHEMIX, on or before [***] days from the termination or expiration of the Research Program Term, with a final report regarding all

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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TAKEDA Research Activities, if any, conducted by TAKEDA during the Research Program Term to the extent not previously included in the reports described above.

     3.5 Selection of Program Targets.

          3.5.1 Selection of Program Targets.

                    (a) Initial Program Targets. The Parties hereby acknowledge and agree that three (3) Program Targets, as set forth on Schedule 2A, have been designated by the Parties as of the Effective Date. The Parties further acknowledge and agree that there is a [***]that [***] will [***] for the [***] and that the Parties shall promptly, but in no event later than [***] months from the initiation of ARCHEMIX Research Activities against any such Program Target, evaluate the need to replace each such Program Target with a Pre-approved Replacement Target. For purposes of clarity, if after [***] months from the initiation of ARCHEMIX Research Activities against a Program Target no Collaboration Aptamers binding to such Program Target have been identified, either Party shall have the right to designate such Program Target a Failed Target; provided, that, if the other Party disagrees with the designation, the Research Activities shall be carried out with respect to such Program Target for an additional [***] months and if no Aptamers have been identified upon the expiration of this [***] month period, such Program Target shall be deemed to have been designated a [***] by the JSC for purposes of this Agreement without any further action of either Party.

                    (b) Target Replacement List. The Parties hereby acknowledge and agree that three (3)Targets, as set forth on the Target Replacement List on Schedule 2B, have been designated by the Parties as replacement Targets as of the Effective Date (each such Target, a “Pre-approved Replacement Target”). TAKEDA shall have the right at any time during the first two (2) Fiscal Years of the Research Program Term to request that a Pre-approved Replacement Target on the Target Replacement List be replaced with another new Pre-approved Replacement Target for any reason in accordance with Section 3.5.1(c). Upon designation of a Pre-approved Replacement Target as a Program Target, the Pre-approved Replacement Target will be removed from the Target Replacement List and no additional Target will be added in its place on the Target Replacement List.

                    (c) Replacement of Pre-approved Replacement Targets on Target Replacement List. To the extent TAKEDA has the right to propose that a Target be added to the Target Replacement List as a replacement for one of the then named Pre-approved Replacement Targets as described in Section 3.5.1(b), TAKEDA shall provide written notice to ARCHEMIX. ARCHEMIX shall accept or reject the proposed Target within [***] days after receipt of such notice from TAKEDA. A Target proposed by TAKEDA for inclusion as a Pre-approved Replacement Target on the Target Replacement List shall only be rejected by ARCHEMIX if: (i) ARCHEMIX is prohibited by an executed contract from licensing Aptamers against such proposed Target or its [***](s), (ii) ARCHEMIX is in active negotiations with a Third Party with respect to a license, collaboration or similar agreement relating to Aptamers against such Target or its [***](s), (iii) ARCHEMIX is actively researching or developing, and has not ceased to research or develop, for its own benefit, Aptamers against such Target or its [***](s) under an internal research or development program against such Target; or (iv) ARCHEMIX reasonably believes in good faith that the conduct of research and/or Development activities with respect to

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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such Target as contemplated by this Agreement would infringe the Patent Rights or misappropriate the Technology of a Third Party. Should ARCHEMIX reject a proposed replacement Target for one of the Pre-approved Replacement Targets on the Target Replacement List under Section 3.5.1(c)(iii), if (i) ARCHEMIX discontinues its internal research for such Target during the Research Program Term, and (ii) TAKEDA is still able to replace a Pre-approved Replacement Target at such time, then ARCHEMIX shall notify TAKEDA of the ability to replace one of the Pre-approved Replacement Targets on Target Replacement List with such previously nominated Target.

                    (d) Replacement of Program Targets. If at any time during the first two (2) full years of the Research Program Term following the Effective Date, (i) the JSC designates a Program Target as a Failed Target or (ii) a Program Target becomes a Waived Target, then (A) all activities under the Research Program with respect to such Failed Target or Waived Target shall cease; and (B) TAKEDA shall name one of the Pre-approved Replacement Targets from the Target Replacement List as a Program Target in place of such Failed Target or Waived Target within [***] days of such date and ARCHEMIX shall begin work to the extent possible on such new Program Target immediately thereafter.

                    (e) Obligations of JPT. As promptly as practicable after designation of a new Program Target in accordance with Section 3.5.1(d), the JPT shall (i) develop and submit to the JSC for its approval the OLSC for such new Program Target and (ii) prepare an update to the Annual Research Plan to (A) include the ARCHEMIX Research Activities to be conducted to identify Program Aptamers against such new Program Target for potential nomination as an Optimized Lead Compound and (B) identify any Proprietary Materials, TAKEDA Background Technology and/or TAKEDA Research Activities that will be provided or conducted by TAKEDA pursuant to Section 3.3.2(a).

          3.5.2 Termination of Replacement Right. Notwithstanding anything to the contrary in this Agreement, TAKEDA’s right to add Pre-approved Replacement Targets to the Target Replacement List pursuant to Section 3.5.1(b) and/or replace Program Targets pursuant to Section 3.5.1(d) shall terminate on the second full year anniversary of the Effective Date of the Agreement.

     3.6 Identification of Optimized Lead Compounds. Within [***] days after its receipt of each report from ARCHEMIX pursuant to Section 3.4.2 identifying a Program Aptamer as meeting the applicable OLSC (or which either Party reasonably believes should be an Optimized Lead Compound), the JPT shall review the data and information and determine whether to nominate the Program Aptamer to the JSC for designation as an Optimized Lead Compound. If the JPT elects to nominate any such Program Aptamer as an Optimized Lead Compound, the JPT shall promptly furnish all available information to the JSC. The JSC shall consider such nomination within [***] days, and if the JSC agrees that the Program Aptamer meets the OLSC, it shall be designated as such by the JSC and such Program Aptamer shall be deemed to be an Optimized Lead Compound for purposes of this Agreement. Notwithstanding the above, TAKEDA shall have the exclusive right to affirmatively designate a given Program Aptamer as an Optimized Lead Compound at any time for any reason. For purposes of clarity, any decision that a Program Aptamer does not meet the applicable OLSC and thus should not be

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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designated an Optimized Lead Compound shall at all times be an Excepted Decision pursuant to Section 1.38.

     3.7 Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreement; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreement; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

     3.8 Research Program Term. The Research Program shall commence on the Effective Date and shall continue until the last day of the Research Program Term. Notwithstanding the foregoing, if, upon the expiration of the Research Program Term, ARCHEMIIX has not completed any ARCHEMIX Research Activities contemplated by the applicable Annual Research Plan, then, subject to TAKEDA continuing to make the R&D Funding contemplated by Section 5.2.1 with respect to such ARCHEMIX Research Activities, ARCHEMIX shall continue to conduct such ARCHEMIX Research Activities until the earlier of (a) the completion of such ARCHEMIX Research Activities and (b) the fifth anniversary of the Effective Date.

     3.9 Evaluation of Program Aptamers for Satisfaction of OLSC Prior to Expiration of Research Program Term. Upon the [***] ARCHEMIX [***] in [***] to [***] whether a [***] the [***], ARCHEMIX [***] TAKEDA [***] a [***] of such [***] to [***] TAKEDA to [***], and, to the [***] in [***] of such [***] to [***] TAKEDA to [***] whether such [***] the [***]. TAKEDA [***]to [***] of such [***] of [***] to [***] whether such [***] the [***] to [***] whether such [***] the [***].

     3.10 Evaluation of Program Aptamers for Satisfaction of OLSC After Expiration of Research Program Term. To the extent that the Parties are researching a particular Program Target as of the expiration of the Research Program Term and TAKEDA is evaluating Collaboration Aptamer(s) for such Program Target pursuant to Section 3.9, then, regardless of the expiration of the Research Program Term, TAKEDA shall have the time allotted under Section 3.9 to evaluate whether such Collaboration Aptamer(s) satisfy the OLSC before being required to vote whether such Collaboration Aptamer(s) satisfy the OLSC. During such time extending beyond the expiration of the Research Program Term, the Program Target(s) associated with the Collaboration Aptamer(s) under evaluation shall remain Program Target(s) and the Exclusivity Term shall be extended pursuant to Section 1.40.

4. DEVELOPMENT PROGRAM; COMMERCIALIZATION OF PRODUCTS

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

29

     4.1 Objectives of the Development Program. The objectives of the Development Program shall be the selection and Development of Optimized Lead Compounds and Products Derived therefrom to enable the Commercialization of such Products in the Field in the Territory.

     4.2 Responsibility for Development and Commercialization of Products. TAKEDA shall have [***] and [***], consistent with Commercially Reasonable Efforts, for all aspects of the Development and Commercialization of Products in the Field in the Territory, including, without limitation, the conduct of: (a) all in vivo efficacy studies and primate PK studies if desired, and all IND-enabling non-clinical studies that are outside of the Research Program; (b) all activities related to human clinical trials (including, without limitation, Phase I Clinical Trials, Phase II Clinical Trials and Phase III Clinical Trials); (c) all activities relating to the manufacture and supply of Products (including all required process development and scale up work with respect thereto); and (d) all pre-marketing, marketing, promotion, sales, distribution, import and export activities (including securing reimbursement, conducting sales and marketing activities and any post-marketing trials or post-marketing safety surveillance and maintaining databases). Without limiting the generality of the foregoing, TAKEDA shall have [***] in the exercise of Commercially Reasonable Efforts, (i) to make all Regulatory Filings for Products and file all Drug Approval Applications and otherwise seek all Regulatory Approvals for Products, as well as to conduct all correspondence and communications with Regulatory Authorities regarding such matters, and (ii) to report all Adverse Events to Regulatory Authorities if and to the extent required by Applicable Laws. All Regulatory Filings and Regulatory Approvals for Products shall be owned by TAKEDA, subject to Sections 7.1.2(c) and 10.3.

     4.3 Technical Assistance. During the Term, ARCHEMIX may, upon TAKEDA’s reasonable request, conduct ARCHEMIX Additional Activities, that may be necessary or useful to assist TAKEDA or its Affiliates and Sublicensees in the research, Development or Commercialization of Products; provided, that, ARCHEMIX Additional Activities shall be subject to the payment by TAKEDA of the R&D Funding applicable thereto pursuant to Section 5.2.1. Unless otherwise agreed to by the Parties, all ARCHEMIX Additional Activities shall be conducted by ARCHEMIX at its facility. For purpose of clarity, and notwithstanding Section 1.10(c), ARCHEMIX will endeavour, to the extent that ARCHEMIX is reasonably capable, to perform ARCHEMIX Additional Activities if such efforts can reasonably be expected to benefit the Collaboration.

     4.4 Development and Commercialization Obligations.

          4.4.1 Diligence Obligations. With respect to each Aptamer that is designated as an Optimized Lead Compound, TAKEDA shall exercise Commercially Reasonable Efforts during the Term to Develop and Commercialize Products Derived from such Optimized Lead Compound in the Field in the Territory.

          4.4.2 Justification. If ARCHEMIX at any time believes that TAKEDA is not meeting its diligence obligations pursuant to Section 4.4.1, ARCHEMIX may give written notice to TAKEDA describing, in as much detail as is reasonably possible, the bases upon which it believes that TAKEDA is not meeting such diligence obligations. TAKEDA shall provide ARCHEMIX with a written response within [***] days after such written notice by ARCHEMIX is given, responding to the allegations raised by ARCHEMIX as to whether TAKEDA is meeting

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

30

its diligence obligations. In the event that TAKEDA does not provide a good faith written response to ARCHEMIX within such [***] day period, then ARCHEMIX shall have the option, in its sole discretion, to deem TAKEDA to have materially breached this Agreement pursuant to Section 10.2.2, but only as to the Product(s) and country(ies) in relation to which ARCHEMIX raised the assertion that TAKEDA has not met its diligence obligations. If TAKEDA provides a good faith written response to ARCHEMIX within such [***] day period, and if ARCHEMIX nonetheless maintains its assertion that TAKEDA is not meeting such diligence obligations, such dispute will be resolved according to Section 13.1. In addition, if the Parties disagree as to whether the written response provided by TAKEDA constitutes a good faith written response, such dispute will be resolved according to Section 13.1.

          4.4.3 Uncontrollable Delays. The Parties understand and agree that delays outside the control of TAKEDA may occur with regard to the Development and/or Commercialization of Products and that the occurrence of such delays, in and of themselves, shall not be grounds for ARCHEMIX to claim that TAKEDA has not been using Commercially Reasonable Efforts to avoid the occurrence of such delays or to reduce the impact of such delays following their occurrence.

          4.4.4 Compliance. TAKEDA shall perform its Development and Commercialization activities in good scientific manner and in compliance in all material respects with all Applicable Laws. For purposes of clarity, with respect to each activity that will or would reasonably be expected to generate data to be submitted to a Regulatory Authority in support of a Regulatory Filing or Drug Approval Application, TAKEDA shall comply in all material respects with, if and as applicable, the regulations and guidance of the FDA that constitute Good Laboratory Practice, Good Manufacturing Practice or Good Clinical Practices, (or, if and as appropriate under the circumstances, International Conference on Harmonization (ICH) guidance or other comparable regulation and guidance of any Regulatory Authority in any country or region in the Territory). Each Party shall be solely responsible for paying the salaries, benefits and taxes of its employees conducting its activities under Article 4 of this Agreement.

     4.5 Cooperation. Scientists at ARCHEMIX and TAKEDA shall cooperate in the performance of each Development Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as are reasonably necessary for the other Party to perform its obligations under the Development Program.

     4.6 Exchange of Reports; Information; Updates.

          4.6.1 Preclinical Development of Products. Subject to Section 7.6.1(b), TAKEDA shall keep ARCHEMIX informed of the progress of its preclinical efforts to Develop Products in the Field in the Territory by providing ARCHEMIX at least once each Fiscal Quarter with a report in reasonable detail regarding the status of all preclinical IND-enabling studies and other preclinical activities (including toxicology and pharmacokinetic studies) for Products.

          4.6.2 Clinical Development of Products. Subject to Section 7.6.1(b), TAKEDA shall keep ARCHEMIX informed of the progress of its clinical efforts to Develop Products in the Field in the Territory by providing ARCHEMIX at least [***] with a report in reasonable detail

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

31

regarding the status of all Products undergoing clinical Development by TAKEDA in sufficient detail so as to allow ARCHEMIX to monitor TAKEDA’s satisfaction of its diligence obligations as set forth in Section 4.4.1. Such reports shall identify the Regulatory Filings and Drug Approval Applications with respect to such Product that TAKEDA or any of its Affiliates or Sublicensees have filed, sought or obtained and summarize all clinical and other data, whether positive or negative, generated by TAKEDA with respect to Products.

          4.6.3 Commercialization Reports. Subject to Section 7.6.1(b), TAKEDA shall keep ARCHEMIX informed of the progress of its efforts to Commercialize Products in the Field in the Territory by providing ARCHEMIX at least [***] with a report in reasonable detail regarding the status of all Products being Commercialized by TAKEDA in sufficient detail so as to allow ARCHEMIX to monitor TAKEDA’s satisfaction of its diligence obligations as set forth in Section 4.4.

          4.6.4 Adverse Event Reports. In addition to the updates described in Sections 4.6.1 through 4.6.3, TAKEDA shall provide ARCHEMIX with all Adverse Event information relating to Products as required by the Applicable Law(s) under which such Products are being Developed, such information to be compiled or prepared by TAKEDA and provided to ARCHEMIX in the normal course of TAKEDA’s business in connection with the Development of such Products and, in any event, within time frames consistent with reporting obligations under Applicable Laws. If TAKEDA determines that any reported Adverse Event is aptamer-specific, TAKEDA shall so notify ARCHEMIX within the earlier of [***] days or the time frames that are consistent with reporting obligations under Applicable Laws. In such event, ARCHEMIX may provide such Adverse Event information to the extent reasonably necessary to licensees of ARCHEMIX who are currently researching, Developing or Commercializing Aptamers for therapeutic purposes; provided, that, such licensees who are informed by ARCHEMIX (i) have already agreed to maintain the confidentiality thereof and (ii) have agreed to share Adverse Event information with ARCHEMIX and licensees of ARCHEMIX. ARCHEMIX will use reasonable efforts to include in any license agreement with a Third Party to which ARCHEMIX grants a license to research, Develop and/or Commercialize Aptamers for therapeutic purposes a provision permitting ARCHEMIX to provide to TAKEDA Adverse Event information obtained from such licensees, subject to TAKEDA’s confidentiality obligations under this Agreement. Notwithstanding anything to the contrary herein, ARCHEMIX shall be permitted to provide any Adverse Event information received from TAKEDA to Third Parties as required by Applicable Laws.

     4.7 Product Recalls. TAKEDA shall decide and have control of whether to conduct a recall or market withdrawal (except in the event of a recall or market withdrawal mandated by a Regulatory Authority, in which case it shall be required) or to take other corrective action in any country and the manner in which any such recall, market withdrawal or corrective action shall be conducted; provided, that, TAKEDA shall keep ARCHEMIX informed regarding any recall or market withdrawal mandated or requested by a Regulatory Authority, such information to be compiled or prepared by TAKEDA and provided to ARCHEMIX in the normal course of TAKEDA’s business and, in any event, within time frames consistent with reporting obligations under Applicable Laws. TAKEDA shall bear all expenses of any such recall, market withdrawal or corrective action (including, without limitation, expenses for notification, destruction and return of the affected Product and any refund to customers of amounts paid for such Product).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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5. PAYMENTS

     5.1 Upfront Technology Access and License Fee. TAKEDA shall pay ARCHEMIX a non-refundable, non-creditable technology access and license fee in the amount of Six Million Dollars (US $6,000,000) by wire transfer within [***] days of the Effective Date, according to instructions that ARCHEMIX shall provide.

     5.2 R&D Funding.

          5.2.1 Payment of R&D Funding. In consideration of the performance by ARCHEMIX of the ARCHEMIX Research Activities and/or the ARCHEMIX Additional Activities, if any, TAKEDA will pay ARCHEMIX the greater of (i) the Minimum Funding Commitment set forth in Section 3.2.3 and (ii) the actual FTEs expended by ARCHEMIX provided such FTEs were authorized by TAKEDA under the Annual Research Plan or as otherwise authorized in writing by TAKEDA. During the Research Program Term, TAKEDA shall make the applicable Quarterly FTE Payment upon the initiation of research on the first Program Target pursuant to Section 3.3.1 and on or prior to the first day of each subsequent Fiscal Quarter. Within [***] days of the end of each Fiscal Quarter, (i) ARCHEMIX shall provide a report to the JPT that specifies the actual number of FTEs expended during the period covered therein in the conduct of (A) ARCHEMIX Research Activities and (B) ARCHEMIX Additional Activities, if any, and (ii) ARCHEMIX shall provide TAKEDA with a reconciliation statement (“Quarterly Reconciliation Statement”) that specifies the actual number of FTEs expended during such Fiscal Quarter in the conduct of (A) ARCHEMIX Research Activities and (B) ARCHEMIX Additional Activities, if any. To the extent that any Quarterly Reconciliation Statement indicates that ARCHEMIX expended FTEs on ARCHEMIX Research Activities and ARCHEMIX Additional Activities in excess of the number of FTEs required by the Minimum Funding Commitment that were authorized by TAKEDA under the Annual Research Plan or otherwise authorized in writing by TAKEDA, then within [***] days of receipt of such Quarterly Reconciliation Statement, TAKEDA will compensate ARCHEMIX for such additional FTEs at the FTE Rate. To the extent that any Quarterly Reconciliation Statement indicates that ARCHEMIX expended FTEs on ARCHEMIX Research Activities and ARCHEMIX Additional Activities in excess of what was authorized by TAKEDA under the Annual Research Plan or otherwise authorized in writing by TAKEDA, TAKEDA shall pay ARCHEMIX for the excess FTEs, not to exceed the [***] of [***] of an FTE [***] by the [***] in any given [***].

          5.2.2 Credited R&D Funding To the extent that any Quarterly Reconciliation Statement indicates that the Quarterly FTE Payment in any given Fiscal Quarter exceeds the cost of the FTEs actually expended by ARCHEMIX for such Fiscal Quarter through no fault of TAKEDA, then TAKEDA shall have the right to apply such difference towards any amounts due under any [***].

          5.2.3 R&D Funding Audit Rights. ARCHEMIX shall keep complete and accurate books and financial records pertaining to the number of FTEs utilized in conducting ARCHEMIX Research Activities and/or ARCHEMIX Additional Activities, if any, which books and financial records shall be kept in accordance with GAAP and shall be retained by ARCHEMIX for [***] years after the end of the Fiscal Year to which they pertain. Upon [***] days written notice, TAKEDA shall have the right to appoint at its expense an independent

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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certified public accountant reasonably acceptable to ARCHEMIX to audit the financial records of ARCHEMIX relating to the number of FTEs utilized in conducting the Research Program and/or ARCHEMIX Additional Activities during any Fiscal Year; provided, that, TAKEDA shall not have the right to audit any Fiscal Year more than [***] or more than [***] after the end of such Fiscal Year or to conduct more than [***] such audit in any [***] period. All financial records made available for audit shall be deemed to be Confidential Information of ARCHEMIX. The results of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event that there was an error relating to the reported FTEs utilized in conducting the Research Program and/or ARCHEMIX Additional Activities during any Fiscal Year, (a) if the effect of the error resulted in an overpayment by TAKEDA, ARCHEMIX shall promptly (but in any event no later than [***] days after ARCHEMIX’ receipt of the report so concluding), make payment to TAKEDA of the overpayment and (b) if the effect of the error resulted in an underpayment by TAKEDA, then TAKEDA shall promptly (but in no event later than [***] days after TAKEDA’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount. TAKEDA shall bear the full cost of such audit unless such audit discloses an over reporting by ARCHEMIX of more than [***] percent ([***]%) of the aggregate amount of FTE Costs reportable in any Fiscal Year, in which case ARCHEMIX shall reimburse TAKEDA for all reasonable costs incurred by TAKEDA in connection with such audit.

          5.2.4 R&D External Costs. In addition to the funding obligations in Section 5.2.1 above, and without limiting the generality of the provisions of Section 4.2 hereof, TAKEDA shall be [***] for the payment of all Third Party research and Development activity costs (“Third Party Costs”), including, without limitation, contract research organizations, contract personnel and consultant costs and materials cost for large-scale syntheses, incurred by ARCHEMIX to the extent set forth in an Annual Research Plan or otherwise approved in writing by TAKEDA. TAKEDA shall pay such Third Party Costs by the last day of the first full month following receipt of the applicable invoice.

     5.3 Milestone Payments.

          5.3.1 Milestones.

                    (a) Development Milestones. Within [***] days of the occurrence of the following milestone events, TAKEDA shall make the corresponding non-refundable, non-creditable payments to ARCHEMIX by wire transfer according to instructions that ARCHEMIX shall provide:

Milestone Event	Milestone Payment
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

34

Milestone Event	Milestone Payment
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]

     For purposes of clarity, (a) milestones 1 and 2 shall be paid [***] for each [***] that yields an [***] and/or for the [***] and (b) milestones 3 through 17 will be paid [***] for each [***], regardless of the [***] that are [***] under this Agreement.

                    (b) Sales Milestones. In addition to the milestone payments required by Section 5.3.1(a), within [***] days after the occurrence of the following milestone events, TAKEDA shall make the following [***], non-refundable, non-creditable payments to ARCHEMIX for [***] Product, regardless of the [***] of Products that are Developed and Commercialized under this Agreement:

Milestone Event	Milestone Payment
[***]	$[***]
[***]	$[***]

          5.3.2 Determination that Milestone Events have Occurred; Invoice for Milestone Payments. TAKEDA shall provide ARCHEMIX with written notice within [***] days of each occurrence of a milestone event set forth in Section 5.3.1. In the event that, notwithstanding the fact that TAKEDA has not given such a notice, ARCHEMIX believes any such milestone event has occurred, it shall so notify TAKEDA in writing and shall provide to TAKEDA data, documentation or other information that supports its belief. Any dispute under

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

35

this Section 5.3.2 that relates to whether or not a milestone event has occurred shall be referred to the JSC to be resolved in accordance with Section 2.1.6 and if after the Research Term, under Section 13.1.

     5.4 Payment of Royalties; Royalty Rates; Accounting and Records.

          5.4.1 Payment of Royalties.

     (a) Royalty Rates in the [***]. TAKEDA shall pay ARCHEMIX the following non-refundable, non-creditable royalties based on Annual Net Sales of each Product in [***] in each Fiscal Year (or partial Fiscal Year) commencing with the First Commercial Sale of such Product in [***] and ending upon the last day of the Royalty Term for such Product in [***], at the following rates:

Annual Net Sales	Royalty Rate (%)
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%

     The following hypothetical example illustrates the calculation of royalties under Section 5.4.1(a): If, in any Fiscal Year during the Term, Annual Net Sales of a Product are $[***], the applicable royalty would be $[***], [***]% of Net Sales for Net Sales up to $[***] ($[***]), [***]% of Net Sales for Net Sales over $[***] and up to $[***] ($[***]) and [***]% of Net Sales for Net Sales over $[***] ($[***]).

                    (b) Royalty Rates in the ROW. TAKEDA shall pay ARCHEMIX a royalty based on Annual Net Sales of each Product in each country or countries in the ROW Territory in each Fiscal Year (or partial Fiscal Year) commencing with the First Commercial Sale of such Product in any country in the ROW Territory and ending upon the last day of the Royalty Term for such Product in such country or countries, at a royalty rate equal to [***] percent ([***]%).

                    (c) Royalty Offsets; Requested Chemistry. In the event that TAKEDA, in order to practice the license granted to it under Section 7.2 of this Agreement in any country in the Territory, is required to and actually makes milestone and/or royalty payments to any Third Party (“Third Party Payments”) in order to obtain (i) a license to an issued patent or patents in the absence of which the oligonucleotide portion of the Product could not legally be imported, sold, exported, or otherwise exploited in such country and/or (ii) a license to an issued patent or patents, in the absence of which the Licensed Patent Rights cannot legally be practiced in such country for using, importing, offering for sale, selling, exporting or otherwise exploiting such Product, then the royalties payable to ARCHEMIX for such Product under Section 5.4.1(a) and/or (b) with respect to such country may be reduced by [***] percent ([***]%) of the amount of such Third Party Payments. Notwithstanding the foregoing, TAKEDA shall be solely responsible for the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

36

payment of any Third Party Payments relating to a license that is specific to a particular Program Target and/or the use of a particular Program Target and, accordingly, the royalties payable to ARCHEMIX pursuant to Section 5.4.1(a) and/or (b) shall not be reduced by such Third Party Payments. In the event TAKEDA requests ARCHEMIX to use in the Research Program molecules, methods and/or processes other than Program Chemistry (“Requested Chemistry”), which TAKEDA has the right to request in its sole discretion, thereby giving rise to the obligation to pay milestone and/or royalty payments to a Third Party (“Third Party Chemistry Payments”), then TAKEDA shall be solely responsible for the payment of such Third Party Chemistry Payments and the royalties payable to ARCHEMIX pursuant to Section 5.4.1(a) and/or (b) shall not be reduced by such Third Party Chemistry Payments. For purposes of clarity, any license payments and/or damages relating to the use of the SELEX Process or the SELEX Technology shall be treated under Section 9.2.2(c).

                    (d) Generic Products. Prior to the expiration of the Royalty Term as to a given Product, in the event that Third Party(ies) sells Generic Product(s) in a country in which such Product(s) is then being sold and such [***] is not [***] by a [***]under the [***] in such country, then, during the period in which unit sales of the Generic Product(s) by such Third Party(ies) are equal to at least [***] ([***]%) of TAKEDA’s volume-based market share of the Product(s) in such country (as measured by prescriptions or other similar information available in such country), the royalties payable with respect to such Product(s) in such country as specified in Section 5.4.1 shall be reduced by [***] percent ([***]%). Notwithstanding the foregoing, TAKEDA’s obligation to pay the full amount of royalties payable under Section 5.4.1(a) shall be reinstated on the first day of the Calendar Quarter immediately following the Calendar Quarter in which sales of such Generic Product(s) account for less than [***] percent ([***]%) of TAKEDA’s volume-based market share in such country.

                    (e) Maximum Adjustment of Royalty Rate. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the royalty rates in Section 5.4.1 be cumulatively reduced below [***] percent ([***]%) of the rates set forth therein.

                    (f) Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Product during the Royalty Term for such Product for which no Patent Rights exist shall be in consideration of (i) the performance by ARCHEMIX of the Research Program including ARCHEMIX’s expertise in and use of the SELEX Process to identify the Products; (ii) the disclosure by ARCHEMIX to TAKEDA of results obtained in the Research Program; (iii) the licenses granted to TAKEDA hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARCHEMIX; (iv) the restrictions on ARCHEMIX in Section 7.6.1; and (v) the “head start” afforded to TAKEDA by each of the foregoing.

                    (g) Payment Dates and Reports. Royalty payments shall be made by TAKEDA within [***] days after the end of each [***] commencing with the [***] in which the First Commercial Sale of a Product occurs. TAKEDA shall also provide, at the same time each such payment is made, a report showing: (a) the Net Sales of each Product by type of Product and country in the Territory; (b) the basis for any deductions from gross amounts billed or invoiced to determine Net Sales; (c) the applicable royalty rates for such Product; (d) the exchange rates used

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

37

in calculating any of the foregoing; and (e) a calculation of the amount of royalty due to ARCHEMIX.

(h) Combination Products. The earned royalty due on a Combination Product shall be determined pro rata on a Combination Product-by-Combination Product and country-by-country basis, by multiplying Net Sales of the Combination Product by the fraction A/(A+B), where A is the invoice price of the Product when sold separately and B is the invoice price of the Supplemental Product when sold separately by TAKEDA, its Affiliate or its Sublicensee or, if not sold by them, then the average invoice price when sold separately by Third Parties. If the Supplemental Product in the Combination Product is not sold separately by any Person, Net Sales shall be calculated by multiplying actual net revenues derived from sales of the Combination Product by the fraction A/C, where A is as previously defined and C is the invoice price of the Combination Product sold by TAKEDA, its Affiliate or its Sublicensee. For purposes of clarity, the average invoice price and the actual net revenues for any Supplemental Product shall be for a quantity comparable to that contained in the Combination Product and shall be of the same class, purity and potency as that contained in the Combination Product. If neither the Product nor the Supplemental Product included in the Combination Product are sold separately, Net Sales shall be calculated based on the mutual written agreement of the Parties as to a reasonable allocation between the Product and the Supplemental Product, taking into account total manufacturing costs, proprietary protection and relative contribution thereof. If the Parties are unable to reach agreement on an appropriate method of determining royalties for a Combination Product, (“Disputed Royalty Matter”), such Disputed Royalty Matter shall be resolved in accordance with Section 13.1.

          5.4.2 Records; Audit Rights. TAKEDA and its Affiliates and Sublicensees shall keep and maintain for [***] years from the date of each payment of royalties hereunder complete and accurate records of gross sales and Net Sales by TAKEDA and its Affiliates and Sublicensees of each Product, in sufficient detail to allow royalties to be determined accurately. ARCHEMIX shall have the right for a period of [***] years after receiving any such royalty payment to appoint at its expense an independent certified public accountant reasonably acceptable to TAKEDA to audit the relevant records of TAKEDA and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. TAKEDA and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from ARCHEMIX, solely to verify that royalty payments hereunder were correctly determined. Such audit right shall not be exercised by ARCHEMIX more than once in any Fiscal Year. All records made available for audit shall be deemed to be Confidential Information of TAKEDA. The results of each audit, if any, shall be binding on both Parties. In the event there was an underpayment by TAKEDA hereunder, TAKEDA shall promptly (but in any event no later than [***] days after TAKEDA’s receipt of the report so concluding) make payment to ARCHEMIX of any shortfall. ARCHEMIX shall bear the full cost of such audit unless such audit discloses an underreporting by TAKEDA of more than [***] percent ([***]%) of the aggregate amount of royalties payable in any Fiscal Year, in which case TAKEDA shall reimburse ARCHEMIX for all costs incurred by ARCHEMIX in connection with such audit.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

38

          5.4.3 Overdue Royalties and Milestones. All royalty payments not made within the time period set forth in Section 5.4.1(g), including underpayments discovered during an audit, and all milestone payments not made within the time period specified in Section 5.4.1(a) or (b), shall bear interest at a rate of [***] percent ([***]%) per month from the due date until paid in full or, if less, the maximum interest rate permitted by Applicable Laws. Any such overdue royalty or milestone payment shall, when made, be accompanied by, and credited first to, all interest so accrued.

          5.4.4 Payments. All payments made by TAKEDA hereunder shall be made by wire transfer from a banking institution in the United States in United States Dollars in accordance with instructions given in writing from time to time by ARCHEMIX and shall be free and clear of any taxes, duties, levies, fees or charges including any withholding taxes.

          5.4.5 Taxes. Any income taxes or other taxes which TAKEDA is required by law to pay or withhold on behalf of ARCHEMIX with respect to milestones, royalties and any other monies or other transfer for value payable or provided to ARCHEMIX under this Agreement shall be deducted from such milestones, royalties and any other monies due to ARCHEMIX under this Agreement. TAKEDA shall provide ARCHEMIX with documentation of such withholding in a manner that is satisfactory for purposes of reporting to the U.S. Internal Revenue Service. Payments made by either Party for goods and services provided by the other Party under this Agreement are exclusive of value added tax, sales tax or any other similar or substitute tax which will be additionally payable by the Party receiving the goods or services in the event that value added tax, sales tax or any other similar or substitute tax applies to any of these payments; provided, that, the Party providing the goods or services will issue to the other Party an appropriate invoice to support any such charge. TAKEDA shall submit to ARCHEMIX reasonable proof of payment of the withholding taxes contemplated by this Section 5.4.5, together with an accounting of the calculations of such taxes, within [***] days after which such withholding taxes are remitted to the proper authority. The Parties will cooperate reasonably in completing and filing documents required under the provisions of any applicable tax laws or under any other Applicable Law, in connection with the making of any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment. The Parties will cooperate to minimize such taxes in accordance with Applicable Laws.

          5.4.6 Foreign Currency Exchange. All royalties shall be payable in full in the United States in United States Dollars, regardless of the countries in which sales are made. Any conversion from a non-U.S. currency to United States Dollars shall be converted as follows:

(A/B), where

A = foreign “Net Sales” (as defined above) in such Fiscal Quarter expressed in such foreign currency; and

B = foreign exchange conversion rate, expressed in local currency of the foreign country per United States Dollar (using, as the applicable foreign exchange rate, the average of the daily closing rates published in the New York edition of The Wall Street Journal under the heading “Money Rates” or any other mutually agreed upon source, for such Fiscal Quarter).

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

39

6. TREATMENT OF CONFIDENTIAL INFORMATION; PUBLICITY; NON-SOLICITATION.

     6.1 Confidentiality.

          6.1.1 Confidentiality Obligations. ARCHEMIX and TAKEDA each recognizes that the other Party’s Confidential Information and Proprietary Materials constitute highly valuable assets of such other Party. ARCHEMIX and TAKEDA each agrees that, subject to Sections 6.1.2 and 6.2, it will not disclose, and will cause its Affiliates and sublicensees (or Sublicensees, as the case may be) not to disclose, any Confidential Information or Proprietary Materials of the other Party and it will not use, and will cause its Affiliates and sublicensees (or Sublicensees, as the case may be) not to use, any Confidential Information or Proprietary Materials of the other Party except as expressly permitted hereunder; provided, that, such obligations shall apply during the Term and for an additional [***] years thereafter.

          6.1.2 Limited Disclosure. ARCHEMIX and TAKEDA each agrees that disclosure of Confidential Information or any transfer of Proprietary Materials belonging to the other Party may be made by the Party to any employee, consultant or Affiliate of such Party to enable such Party to exercise its rights or to carry out its responsibilities under this Agreement; provided, that, any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 6.1.3. In addition, ARCHEMIX and TAKEDA each agrees that it may disclose Confidential Information belonging to the other Party (a) on a need-to-know basis to such Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such Party’s rights hereunder that are subject to written obligations of confidentiality substantially similar to those required hereunder and provided that any Confidential Information so provided will in no event include information identifying which Program Targets are subject to this Agreement, (ii) debt or equity financing of such other Party or (iii) Change of Control; (c) if such Party is ARCHEMIX, to any Third Party that is or may be engaged by ARCHEMIX to perform services in connection with the Research Program; and (d) for any other purpose with the other Party’s written consent. In addition, each Party agrees that Confidential Information or Proprietary Materials may be disclosed (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement; or (B) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the non-disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the non-disclosing Party, cooperate in all reasonable respects with the non-disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the non-disclosing Party’s expense.

     6.1.3 Employees and Consultants. ARCHEMIX and TAKEDA each hereby represents that all of its employees and consultants, and all of the employees and consultants of its Affiliates, who participate in the activities of the Collaboration or have access to Confidential Information or Proprietary Materials of the other Party are or will, prior to their participation or access, (a) be bound by written obligations to maintain such Confidential Information or Proprietary Materials in confidence and not to use such information except as expressly permitted hereunder, and (b) be bound by written obligations to assign all Technology and Patent Rights to

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

40

the Party that retains such employee or consultant. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations.

     6.2 Publicity. The Parties acknowledge and agree that the terms of this Agreement constitute Confidential Information of each Party and may only be disclosed (a) as permitted by Section 6.1.2, and (b) to investment bankers, investors, and bona fide potential investors, lenders and potential lenders and other sources and other potential sources of financing, acquirers or merger partners and potential acquirers or merger partners, Gilead and University License Equity Holdings, Inc. but only to the extent (i) the identity of which Program Targets are subject to this Agreement are not disclosed, and (ii) such disclosure is accompanied with confidential obligations commensurate in scope with the confidentiality obligations set forth hereunder. A copy of this Agreement may be filed by either Party with the Securities and Exchange Commission if such filing is required by Applicable Laws; provided, that, in connection with any such filing, such Party shall endeavour to obtain confidential treatment of economic and trade secret information, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, which comments shall be reasonably considered by the filing Party. Notwithstanding anything to the contrary in Section 6.1, the Parties, upon the execution of this Agreement, shall jointly issue a press release with respect to this Agreement, in the form attached here to as Schedule 5, and either Party may make subsequent public disclosure of the contents of such press release without further approval of the other Party. After issuance of such press release, except as required by Applicable Laws, neither Party shall issue a press or news release or make any similar public announcement (it being understood that publication in scientific journals, presentation at scientific conferences and meetings and the like are intended to be covered by Section 6.3 and not subject to this Section 6.2) related to the Research Program or to any Development Program without the prior written consent of the other Party; provided, that, notwithstanding the foregoing, ARCHEMIX shall be expressly permitted to publicly announce the occurrence of (i) any of milestone events 3 through 17 under Section 5.3.1; provided, that, such announcements will not disclose any Program Target without TAKEDA’s prior written consent, which may be withheld at TAKEDA’s sole discretion, and (ii) any milestone event or other event the disclosure of which is required by Applicable Laws; provided, that TAKEDA is provided advance notice and an opportunity to review and comment upon such proposed disclosure.

     6.3 Publications and Presentations. The Parties acknowledge that scientific publications and presentations must be strictly monitored to prevent any adverse effect from premature publication or dissemination of results of the activities hereunder. Each Party agrees that, except as required by Applicable Laws, it shall not publish or present, or permit to be published or presented, the results of the Research Program without the prior review by and approval of the other Party. Each Party shall provide to the other Party the opportunity to review each of the submitting Party’s proposed abstracts, manuscripts or presentations (including, without limitation, information to be presented verbally) that relate to the Research Program at least [***] days prior to its intended presentation or submission for publication, and such submitting Party agrees, upon written request from the other Party given within such [***]day period, not to submit such abstract or manuscript for publication or to make such presentation until the other Party is given up to [***] days from the date of such written request to seek appropriate patent protection for any material in such publication or presentation that it reasonably believes may be patentable. Once such abstracts, manuscripts or presentations have been reviewed and approved by each Party, the subject matter disclosed in such abstracts, manuscripts

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

41

or presentations does not have to be provided again to the other Party for review for a later submission for publication. Each Party also shall have the right to require that any of its Confidential Information that is disclosed in any such proposed publication or presentation be deleted prior to such publication or presentation. In any permitted publication or presentation by a Party, the other Party’s contribution shall be duly recognized, and co-authorship shall be determined in accordance with customary standards. Subject to the foregoing obligations of this Section 6.3, TAKEDA may use the results of the Research Program for the purpose and to the extent necessary to develop and commercialise Products in accordance with this Agreement. Notwithstanding the foregoing, TAKEDA shall exclusively control all scientific publications and presentations that contain any data relating to an Optimized Lead Compound or Product. ARCHEMIX agrees that, except as required by Applicable Laws, it shall not publish or present, or permit to be published or presented, any data arising out of the Development Program relating to an Optimized Lead Compound or Product without the prior review and express written approval of TAKEDA which may be withheld at TAKEDA’s sole discretion.

     6.4 Prohibition on Solicitation. Without the written consent of the other Party, neither Party nor its Affiliates shall, during the [***] or for [***] year thereafter, solicit (directly or indirectly) any employee of the other Party or its Affiliates who participated in the Research Program at any time during the Research Program Term. This provision shall not restrict either Party or its Affiliates from advertising employment opportunities in any manner that does not directly target the other Party or its Affiliates.

7. LICENSE GRANTS; ASSIGNMENT; EXCLUSIVITY

     7.1 Research and Development Licenses.

          7.1.1 ARCHEMIX Grants. —

               (a) Research Program. Subject to the terms and conditions of this Agreement (including, without limitation, the restrictions set forth in Section 7.5), ARCHEMIX hereby grants to TAKEDA and its Affiliates a non-exclusive, royalty-free, worldwide license during the Research Program Term, including the right to grant sublicenses as provided in Section 7.4, under Licensed Technology and Licensed Patent Rights for the sole purpose of conducting TAKEDA Research Activities in the Research Program.

               (b) Development Program. Subject to the terms and conditions of this Agreement (including, without limitation, the restrictions set forth in Section 7.5), ARCHEMIX hereby grants to TAKEDA and its Affiliates, an exclusive royalty-free, worldwide license during the Term, including the right to grant sublicenses as provided in Section 7.3, under Licensed Technology and Licensed Patent Rights for the sole purpose of Developing Products in the Field and in the Territory.

          7.1.2 TAKEDA Grants.

               (a) Research Program. Subject to the terms and conditions of this Agreement, TAKEDA hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free, worldwide license during the Research Program Term, including the right to grant sublicenses as provided in Section 7.4, under TAKEDA Technology and TAKEDA Patent Rights

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

42

and TAKEDA’s interest in Joint Technology and Joint Patent Rights, for the sole purpose of conducting the Research Program.

               (b) Development Program. Subject to the terms and conditions of this Agreement, TAKEDA hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free, worldwide license during the Term, without the right to grant sublicenses, under TAKEDA Technology and TAKEDA Patent Rights and TAKEDA’s interest in Joint Technology and Joint Patent Rights), as well as under the exclusive license granted to TAKEDA by ARCHEMIX pursuant to Section 7.1.1(b), for the sole purpose of conducting ARCHEMIX Additional Activities in any Development Program.

               (c) Waived Targets; Failed Targets.

                    (i) Designation of Waived Targets. With regard to each Program Target, TAKEDA may designate such Program Target as a Waived Target and thereby discontinue the Research Program for such Program Target at any time prior to the designation of a first Optimized Lead Compound for such Program Target. Such designation shall be made by TAKEDA by providing written notice (the “Waived Target Designation Notice”) to ARCHEMIX identifying the Program Target that TAKEDA is designating to become a Waived Target and the effective date of such designation. ARCHEMIX shall provide written notice confirming such designation within ten (10) days of the Designation Notice.

                    (ii) Designation of Failed Targets. With regard to each Program Target, the JSC may designate a Program Target as a Failed Target pursuant to Section 2.1.3(c) and thereby discontinue the Research Program for such Program Target.

                    (iii) Non-exclusive License to ARCHEMIX. Following any Waived Target Designation Notice by TAKEDA and/or any designation by the JSC of any Program Target as a Failed Target, and subject to Section 7.1.2(c)(iv), (A) TAKEDA shall be deemed to have granted an [***], non-exclusive [***] license to ARCHEMIX under all of its right, title and interest in and to all TAKEDA Program Technology, Patent Rights claiming TAKEDA Program Technology and TAKEDA’s interest in Joint Technology and Joint Patent Rights that, absent the license granted in this Section 7.1.2(c)(iii), would be infringed by the researching, developing and/or commercializing of aptamers directed to the Waived Target or Failed Target for the sole purpose of researching, developing and/or commercializing aptamers directed to the Waived Target or Failed Target, and (B) ARCHEMIX may, at its option, continue to research, develop and/or commercialize aptamers to such Waived Target and/or Failed Target, [***] to TAKEDA.

                    (iv)  Right of First Negotiation. If at any time during period commencing on the date that any Program Target becomes a Failed Target and continuing until the [***] of such date, ARCHEMIX determines to [***] an internal research and development program (other than in the conduct of proof-of-concept development research in animals or humans) to develop Aptamers against such Failed Target, it shall (A) provide written notice to TAKEDA which shall summarize such internal research and development program; and (B) on and after the date of such notice, (1) provide TAKEDA with periodic updates at TAKEDA’s request no more frequently than every [***] months with respect to the results of such internal

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

43

research activities and (2) on the date on which ARCHEMIX [***] to [***] [***] with a Third Party for a license or collaboration involving such Failed Target, provide TAKEDA with written notice (the “Failed Target Opportunity Notice”) describing such [***] as well as the then-current status of its internal research efforts with respect to such Failed Target. TAKEDA shall have [***] days following the date that the Failed Target Opportunity Notice is given by ARCHEMIX (the “Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such Failed Target (an “ROFN Notice”); provided that, if TAKEDA determines not to give an [***] prior to expiration of the Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If TAKEDA gives a ROFN Notice within the Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall negotiate in good faith an agreement with respect to the grant of rights to TAKEDA with respect to such Failed Target for a period of up to [***] days from the end of the Notice Period. If the Parties do not agree upon the terms with respect to such agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligations to TAKEDA with respect to such Failed Target. For purposes of clarity, after expiration of such negotiation period, ARCHEMIX shall have the unencumbered right to (inter alia) conduct one or more research, development and/or commercialization programs itself or together with any Third Party, and/or negotiate and execute agreements with any Third Party, with respect to the Failed Target.

               (d) Terminated Products.

                    (i) Termination of Product Development. In the event that TAKEDA has satisfied its diligence obligations under Section 4.4.1 with respect to a Product and nevertheless determines that it is Commercially Reasonable to cease further Development or Commercialization of such Product, TAKEDA may designate such Product as a Terminated Product and thereby discontinue Development or Commercialization of such Product. Such designation shall be by written notice (the “Product Termination Notice”) to ARCHEMIX identifying the Product that TAKEDA is designating to become a Terminated Product and the effective date of such designation.

                    (ii) ARCHEMIX’s Use of Terminated Products. With respect to all such Terminated Products, ARCHEMIX may request in writing within [***] months of the date of the Product Termination Notice for a given Terminated Product for TAKEDA to transfer the Terminated Product to ARCHEMIX. Within [***] days of such written request by ARCHEMIX, TAKEDA shall provide ARCHEMIX a written estimate for the reasonably anticipated costs and expenses (including direct cost determined on an FTE basis) associated with performing the services described in subsections (A)-(F) below. Within [***] days of TAKEDA’s written estimate, should ARCHEMIX commit in writing and in good faith (the “ARCHEMIX Commitment”) to fund such written estimate and continue Development of such Terminated Product using Commercially Reasonable Efforts, then and only then, TAKEDA shall take the following actions:

                         (A) Assignment and License. Subject to the terms and conditions of this Agreement, on the date of receipt of the ARCHEMIX Commitment, TAKEDA shall be deemed to have (1) assigned to ARCHEMIX all of its right, title and interest in and to all Program Aptamer-Specific Patent Rights relating solely to any such Terminated Product and (2)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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granted to ARCHEMIX an exclusive license in the Field under Patent Rights covering TAKEDA Program Technology (other than such Program Aptamer-Specific Patent Rights assigned to ARCHEMIX) and TAKEDA’s interest in Joint Patent Rights to develop any such Terminated Product, subject to the payment by ARCHEMIX to TAKEDA, for any such Terminated Product, and any Products Derived therefrom, that are Developed and Commercialized by ARCHEMIX, its Affiliates or sublicensees, of (I) royalty payments at rates equal to the Applicable Percentage (as defined below) of the rates set forth in Section 5.4.1, for the remainder of the applicable Royalty Term; provided, however, that TAKEDA Program Aptamer-Specific Patent Rights shall be further included along with ARCHEMIX Program Aptamer-Specific Patent Rights within the scope of Royalty Triggering Patent Rights for such Terminated Product), and (II) the Applicable Milestone Payment on the Milestone Payment Due Date.

                         (B) Regulatory Filings. Upon request of ARCHEMIX at any time after the Product Termination Notice with respect to each such Terminated Product, TAKEDA shall promptly, and in any event within [***] days after ARCHEMIX’s request: (I) transfer to ARCHEMIX all of its right, title and interest in all Regulatory Filings, Drug Approval Applications and Regulatory Approvals then in its name applicable to such Terminated Product, if any, and all material aspects of Confidential Information Controlled by it as of the date of the Product Termination Notice relating to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals; (II) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect such transfer; (III) provide ARCHEMIX with copies all correspondence between TAKEDA and such Regulatory Authorities relating to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals; (IV) unless expressly prohibited by any Regulatory Authority, transfer control to ARCHEMIX of all clinical trials, if any, of such Terminated Product being conducted as of the date of the Product Termination Notice and continue to conduct such trials for up to [***] months to enable such transfer to be completed without interruption of any such trial; (V) assign (or cause its Affiliates to assign) to ARCHEMIX all agreements with any Third Party with respect to the conduct of clinical trials, if any, for such Terminated Product including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case TAKEDA shall cooperate with ARCHEMIX in all reasonable respects to secure the consent of such Third Party to such assignment); (VI) provide ARCHEMIX with all supplies of such Terminated Products in the possession of TAKEDA or any Affiliate or contractor of TAKEDA at [***]; and (VII) provide ARCHEMIX with copies of all reports and data generated or obtained by TAKEDA or its Affiliates pursuant to this Agreement that relate to any such Terminated Product that have not previously been provided to ARCHEMIX.

                         (C) If TAKEDA has manufactured, is manufacturing or having manufactured any such Terminated Product or any intermediate thereof as of the date of the Product Termination Notice: (I) TAKEDA shall, if requested by ARCHEMIX, supply ARCHEMIX with its requirements for all such Terminated Products and intermediates for up to [***] months following the date of the Product Termination Notice at a transfer price equal to [***] percent ([***]%) for the supply of such Terminated Product or intermediate, and (II) within [***] days after ARCHEMIX’s request, TAKEDA shall provide to ARCHEMIX or its designee all information in its possession with respect to the manufacture of each such Terminated Product or intermediate.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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                         (D) ARCHEMIX shall (I) compensate TAKEDA at a mutually agreed upon FTE Rate for the actual time spent after the Product Termination Notice with respect to such Terminated Product by TAKEDA personnel fulfilling its obligations under this Section 7.1.2(d)(ii) and (II) reimburse TAKEDA for all costs and expenses incurred in fulfilling its obligations under this Section 7.1.2(d)(ii). TAKEDA shall provide ARCHEMIX with an invoice at the end of each Fiscal Quarter with all FTE funding and expenses accrued during the preceding Fiscal Quarter. ARCHEMIX shall pay such invoices in full within [***] days. Any dispute arising under this section shall be resolved in accordance with Section 13.1. Until any dispute is resolved or, in the absence of a dispute, should ARCHEMIX at any time fail to pay any invoice provided by TAKEDA to ARCHEMIX pursuant to this Section 7.1.2(d)(ii)(D), TAKEDA shall have the right to discontinue any and all of its obligations under this Section 7.1.2(d)(ii). Following resolution of any dispute, should ARCHEMIX fail to meet its obligations under this Section 7.1.2(d)(ii)(D) as determined in accordance with Section 13.1, the assignments and licenses granted under Section 7.1.2(d)(ii)(A) shall revert to TAKEDA.

                         (E) Product Trademarks. In the event that the Terminated Product has already been Commercialized by TAKEDA, the Parties agree to negotiate in good faith whether and under what conditions TAKEDA will transfer any Product Trademarks associated with the Terminated Product to ARCHEMIX.

                         (F) Definitions. For purposes of this Section 7.1.2(d), the following terms shall have the following definitions:

“Applicable Milestone Payment” shall mean, with respect to each Terminated Product, an aggregate amount equal to all milestone payments previously made by TAKEDA with respect to such Terminated Product for (a) milestone events 4 and 5 to the extent ARCHEMIX makes [***] applicable to such Terminated Product; or (b) milestone events 3 and 4 to the extent ARCHEMIX makes [***] applicable to such Terminated Product.

“Applicable Percentage” shall mean, with respect to each Terminated Product, (a) [***] percent ([***]%), to the extent ARCHEMIX makes [***] in the development and commercialization of such Terminated Product; (b) [***] percent ([***]%), to the extent ARCHEMIX makes [***] in the development and commercialization of such Terminated Product, (c) [***] percent ([***]%), if neither of the foregoing (a) nor (b) apply, but ARCHEMIX is developing and commercializing a Terminated Product that was a Collaboration Aptamer or is Derived from a Collaboration Aptamer, (d) [***] percent ([***]%), if none of the foregoing (a), (b) or (c) apply, but ARCHEMIX is developing an aptamer that would infringe any ARCHEMIX Program Apatamer-Specific Patent Rights or TAKEDA Program Aptamer-Specific Patent Rights assigned to Archemix pursuant to Section 7.1.2(d)(ii)(A); and (e) [***] percent ([***]%) if none of the foregoing (a), (b), (c) or (d) apply.

“Milestone Payment Due Date” means, with respect to a Terminated Product, (a) to the extent a Product becomes a Terminated Product prior to the [***], the date of the [***] with respect to such Terminated Product; (b) to the extent a Product becomes a Terminated Product after [***] but prior to the [***], the date of the [***] with respect to such

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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Terminated Product; and (c) to the extent a Product becomes a Terminated Product after [***] but prior to filing for [***], the date on which such filing for [***] occurs.

“Clinical Data” means all data, results and information produced in the conduct of a Phase I Clinical Trial (“Phase I Clinical Data”), a Phase II Clinical Trial (“Phase II Clinical Data”) or a Phase III Clinical Trial (“Phase III Clinical Data)” conducted by TAKEDA with respect to a Terminated Product.

“Material Use” means, with respect to Clinical Data, the inclusion of, reliance on, or reference to such Clinical Data in a core report of an NDA filed by ARCHEMIX, as evidenced by, but not limited to: (a) the use of a bridging study to utilize such Clinical Data, (b) the elimination for the need to duplicate such Clinical Data, or (iii) the ability to reduce the number of patients enrolled in a clinical trial due to the use of such Clinical Data.

                         (E) Further Assurances. Upon ARCHEMIX’s written request, TAKEDA shall execute and deliver any documents of ownership, assignment or conveyance that are necessary or desirable to convey the ownership rights granted pursuant to this Section 7.1.2(c).

               (e) License to Aptamers Outside the Collaboration.

                    (i) License Grant. TAKEDA hereby grants to ARCHEMIX and its Affiliates (1) a non-exclusive, royalty-free, worldwide license, with the right to grant sublicenses, under TAKEDA’s interest in Program Generic Technology and Program Generic Patent Rights, to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported Aptamers that do not target a Program Target for any and all uses, except as otherwise provided herein and (2) a right of first negotiation to obtain an exclusive license on commercially reasonable terms under TAKEDA’s interest in Program Generic Technology and Program Generic Patent Rights as described in Section 7.1(e)(ii) below.

                    (ii) Right of First Negotiation. If at any time during the Term, ARCHEMIX desires to obtain an exclusive license under TAKEDA’s interest in Program Generic Technology and/or Program Generic Patent Rights, ARCHEMIX shall give written notice to TAKEDA (the “Exclusive License Notice”), whereupon the Parties shall negotiate in good faith with respect to such license on commercially reasonable terms for a period of up to [***] days from the date of the Exclusive License Notice. If the Parties do not agree upon the terms with respect to an exclusive license within the [***] day negotiation period, TAKEDA shall thereafter have no further obligation to negotiate with ARCHEMIX with respect to the grant of such exclusive license; provided, that, the non-exclusive license described in Section 7.1.2(e)(i) shall continue in full force and effect in accordance with its terms.

     7.2 Commercialization License. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to TAKEDA and its Affiliates an exclusive, royalty-bearing license during the Term, including the right to grant sublicenses as provided in Section 7.3, under Licensed Technology and Licensed Patent Rights for the sole purpose of Commercializing Products in the Field in the Territory.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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     7.3 Right to Sublicense. TAKEDA shall have the right to grant sublicenses to Sublicensees under the licenses granted to it under Section 7.1.1(b) and Section 7.2 with respect to any Products; provided, that, (i) it shall be a condition of any such sublicense that such Sublicensee agrees to be bound by all terms of this Agreement applicable to the Development or Commercialization, as the case may be, of Products in the Field in the Territory (including, without limitation, Article 6); (ii) TAKEDA shall provide a redacted copy to ARCHEMIX of each such sublicense within [***] days of its execution [***] the [***] is [***] to [***] to [***] hereunder; (iii) if TAKEDA grants a sublicense to a Sublicensee, TAKEDA shall be deemed to have guaranteed that such Sublicensee will fulfil all of TAKEDA’s obligations under this Agreement applicable to the subject matter of such sublicense; and (iv) TAKEDA shall not be relieved of its obligations pursuant to this Agreement as a result of such sublicense.

     7.4 Right to Subcontract. Each Party shall have the right to subcontract portions, but not all, of its research or Development responsibilities to be performed by it under this Agreement in the normal course of its business, and to grant sublicenses for such activities, to any Third Party without the prior consent of the other Party; provided, that, (a) such subcontracting shall not involve the transfer of Confidential Information of the other Party to any Third Party unless the subcontracted party shall enter into a confidentiality agreement with the subcontracting Party in accordance with Article 6; (b) the subcontracting Party shall provide written notice to the other Party of any such proposed subcontract at least [***] days prior to such execution; (c) if a Party enters into a subcontract as provided in this Section 7.4, such Party shall be deemed to have guaranteed that such subcontractor will fulfill all of such Party’s obligations under this Agreement applicable to the subject matter of such subcontract; and (d) such subcontracting Party shall not be relieved of its obligations pursuant to this Agreement as a result of such subcontract.

     7.5 No Other Rights. TAKEDA shall have no rights to use or otherwise exploit ARCHEMIX Technology, ARCHEMIX Patent Rights, or ARCHEMIX Proprietary Materials, and ARCHEMIX shall have no rights to use or otherwise exploit TAKEDA Technology, TAKEDA Patent Rights or TAKEDA Proprietary Materials, in each case, except as expressly set forth herein. Without limiting the generality of the foregoing or Section 11.2, TAKEDA shall have no right under this Agreement to (a) research, make, use, sell, offer for sale, import or export Diagnostic Products, Radio Therapeutics, or Aptamer-Antidote Combination Products; (b) use the SELEX Process or the SELEX Technology to the extent such SELEX Process or SELEX Technology is covered by a Valid Claim of Patent Rights Controlled by ARCHEMIX or is ARCHEMIX Confidential Information designated as such, and disclosed, in writing to TAKEDA in the performance of this Agreement, for any reason, including, without limitation, (i) to research, make, use, sell, offer for sale, import or export any aptamers for Diagnostic Products, Radio Therapeutics, or Aptamer-Antidote Combination Products or (ii) to research, make, use, sell, offer for sale, import or export any aptamer (including any Excluded Aptamer and/or any product containing an Excluded Aptamer); (c) research, make, use, sell, offer for sale, import or export any aptamers for any in vivo imaging applications; or (d) research, make, use, sell, offer for sale, import or export any aptamers for any non-therapeutic uses (including, without limitation, any use as an affinity purification agent).

     7.6 Exclusivity.

          7.6.1 ARCHEMIX.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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          (a) Exclusivity Obligations. Except as provided in this Section 7.6.1(a) and Section 7.6.1(b), during the Exclusivity Term, ARCHEMIX shall not, and shall cause each of its Affiliates to not, either on its own, or with, or for the benefit of, any Third Party, research, develop or commercialize (i) with respect to each Program Target, any aptamer directed and binding to such Program Target or the [***] therefor identified on Schedule 7 attached hereto, and (ii) with respect to each Pre-approved Replacement Target, any aptamer directed and binding to such Pre-approved Replacement Target or the [***] therefor identified on Schedule 7 attached hereto, except, in each case, for the conduct by ARCHEMIX of Permitted Activities. For purposes of clarity, the restrictions set forth in this Section 7.6.1(a) shall not apply to (A) Permitted Activities or (B) the exercise by ARCHEMIX of its rights to develop and commercialize any Waived Compound, Failed Compound or Terminated Product pursuant to Section 7.1.2(c) or Section 7.1.2(d). Also for purposes of clarity, if a Pre-approved Replacement Target becomes a Program Target pursuant to Section 3.5.1(d), the Exclusivity Term applicable to such Pre-approved Replacement Target shall be the Exclusivity Term applicable to Program Targets.

          (b) Effect of Change of Control. Notwithstanding anything to the contrary in Section 7.6.1(a) above, if at any time during the Exclusivity Term, ARCHEMIX consummates a transaction that results in a Change of Control of ARCHEMIX and that involves a Third Party that has a Competitive Program, the existence and continuation of such Competitive Program following the Change of Control shall not be deemed to be in conflict with, or a breach of, Section 7.6.1(a). In the event that ARCHEMIX consummates a transaction during the Exclusivity Term that (i) results in a Change of Control of ARCHEMIX and (ii) involves a Third Party that has a Competitive Program, ARCHEMIX shall notify TAKEDA in writing within [***] days of the closing of such transaction, which notice shall (A) identify the Competitive Program and (B) indicate whether or not the Third Party has determined to discontinue and/or divest itself of such Competitive Program. If ARCHEMIX indicates the intention of the Third Party to discontinue or divest itself of such Competitive Program, it shall have a period of up to [***] months of the closing of the transaction to do so. To the extent that ARCHEMIX indicated in its notice that (i) the Third Party has not made a commitment to discontinue and/or divest itself of such Competitive Program within [***] months of the closing, (ii) ARCHEMIX fails to provide such notice or (iii) the Third Party fails to discontinue or divest itself of the Competitive Program within [***] months as provided above, TAKEDA will thereafter have the option to (A) designate such Program Target as a Discontinued Competitive Target and direct ARCHEMIX to discontinue all further work on such designated Discontinued Competitive Target; or (B) to the extent that TAKEDA is either Developing or Commercializing a Product against a Program Target for which a Competitive Program exists, limit the scope and content of the reports to ARCHEMIX otherwise called for under Section 4.6 solely with respect to that Product. For purposes of clarity, a Discontinued Competitive Target shall never be deemed to be a Failed Target or a Waived Target and the license grants associated with such Failed Target or Waived Target under Section 7.1.2(c) shall not apply to such Discontinued Competitive Target.

          7.6.2 TAKEDA. During the Exclusivity Term, TAKEDA shall not, and shall cause each of its Affiliates to not, either on its own, or with, or for the benefit of, any Third Party, research, develop or commercialize any aptamer binding to a Program Target, except as provided under this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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     8.1 ARCHEMIX Intellectual Property Rights. ARCHEMIX shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all ARCHEMIX Technology and ARCHEMIX Patent Rights.

     8.2 SELEX Process and SELEX Technology Rights. TAKEDA hereby assigns and agrees to assign to ARCHEMIX all of its right, title and interest on a worldwide basis in and to all Program Technology and corresponding Patent Rights that are conceived after the Effective Date of this Agreement that fall within the scope of the SELEX Process and/or the SELEX Technology and/or that directly relate to the discovery, generation and optimization of Aptamers through (i) the use of the SELEX Process or (ii) the practice of the SELEX Technology. ARCHEMIX hereby grants to TAKEDA a non-exclusive, non-transferable, royalty-free license under ARCHEMIX’s interest in such Patent Rights for any and all uses other than the conduct of the SELEX Process or the practice of the SELEX Technology or the grant of any sublicense to conduct the SELEX Process or to practice the SELEX Technology. In the event that a dispute arises between the Parties as to whether certain Patent Rights of TAKEDA are subject to assignment under this Section 8.2, such dispute shall be resolved using United States patent law by independent patent counsel mutually acceptable to both Parties who (and whose firm) is not at the time of the dispute, and was not at any time during the [***] years prior to such dispute, performing services for either of the Parties, such independent patent counsel to be selected by the Patent Coordinators. Expenses of such patent counsel shall be borne equally by the Parties.

     8.3 TAKEDA Intellectual Property Rights. TAKEDA shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all TAKEDA Technology and TAKEDA Patent Rights.

     8.4 Program Aptamer-Specific Patent Rights. ARCHEMIX hereby assigns and agrees to assign to TAKEDA all of its right, title and interest on a worldwide basis in and to any and all Program Aptamer-Specific Technology and corresponding Program Aptamer-Specific Patent Rights.

     8.5 Joint Technology Rights. TAKEDA and ARCHEMIX shall jointly own all Joint Technology and Joint Patent Rights. Except to the extent (a) exclusively licensed to one Party under this Agreement, or (b) the practice of such Joint Technology and Joint Patent Rights would violate an obligation under this Agreement, particularly with regard to Section 7.6 pertaining to exclusivity, the Parties hereby agree that either Party may use or license or sublicense to Affiliates or Third Parties all or any portion of its interest in Joint Technology, Joint Patent Rights or jointly owned Confidential Information or Proprietary Materials for any purposes without the prior written consent of the other Party, without restriction and without the obligation to provide compensation to the other Party, except as otherwise provided under this Agreement.

     8.6 Patent Coordinators. ARCHEMIX and TAKEDA shall each appoint a patent coordinator reasonably acceptable to the other Party (each, a “Patent Coordinator”) to serve as such Party’s primary liaison with the other Party on matters relating to patent filing, prosecution, maintenance and enforcement. Each Party may replace its Patent Coordinator at any time by notice in writing to the other Party. The initial Patent Coordinators shall be:

     For ARCHEMIX: John Harre

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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     For TAKEDA: [***]

     8.7 Inventorship. All determinations of inventorship under this Agreement with respect to patent filings shall be made in accordance with the applicable local patent law. In case of a dispute between ARCHEMIX and TAKEDA over inventorship and, as a result, whether any particular Technology is ARCHEMIX Technology, TAKEDA Technology or Joint Technology, such dispute shall be resolved using United States patent law by independent patent counsel mutually acceptable to both Parties who (and whose firm) is not at the time of the dispute, and was not at any time during the [***] years prior to such dispute, performing services for either of the Parties, such independent patent counsel to be selected by the Patent Coordinators. Expenses of such patent counsel shall be shared equally by the Parties.

     8.8 Technology Disputes. In the case of any dispute regarding whether any particular Technology is Program Generic Technology or Program Aptamer-Specific Technology or whether any Program Aptamer-Specific Technology is ARCHEMIX Program Aptamer-Specific Technology or TAKEDA Program Aptamer-Specific Technology, such dispute shall be resolved using United States patent law by independent patent counsel selected by the Patent Coordinators and reasonably acceptable to both Parties who (and whose firm) is not at the time of the dispute, and was not at any time during the [***] years prior to such dispute, performing services for either of the Parties. Expenses of such patent counsel shall be shared equally by the Parties.

     8.9 Cooperation. Each Party shall cooperate with the other Party to affect the intent of this Article 8, including, without limitation, by executing documents and making its employees and independent contractors available to execute documents as necessary to achieve the foregoing allocation of ownership rights.

9. FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS

     9.1 Patent Filing, Prosecution and Maintenance.

          9.1.1 ARCHEMIX Prosecution Rights.

               (a) ARCHEMIX Program Technology and Program Generic Patent Rights. ARCHEMIX, at its sole expense, and acting through patent counsel or agents of its choice, shall be responsible for Prosecution of (i) Patent Rights covering ARCHEMIX Program Technology; and (ii) Program Generic Patent Rights. At ARCHEMIX’s request, TAKEDA shall cooperate with ARCHEMIX in all reasonable respects in connection with the Prosecution of such Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable.

               (b) ARCHEMIX Program Aptamer-Specific Patent Rights.

                    (i) All patent filings relating to ARCHEMIX Program Aptamer-Specific Patent Rights shall be made in TAKEDA’s name.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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                    (ii) ARCHEMIX, acting through patent counsel and/or agents of its choice, shall have responsibility for managing the Prosecution of ARCHEMIX Program Aptamer-Specific Patent Rights. ARCHEMIX shall use Commercially Reasonable Efforts with regard to such responsibility and shall cause its appropriate officers, employees and if applicable subcontractors to cooperate in a sufficient and reasonable manner to the extent necessary to insure that ARCHEMIX satisfies this responsibility.

                    (iii) From time to time, TAKEDA may request that ARCHEMIX prepare and file one or more patent applications covering ARCHEMIX Program Aptamer-Specific Technology by providing written notice to ARCHEMIX. ARCHEMIX shall consider TAKEDA’s request in good faith and in a reasonable matter. In the event that ARCHEMIX declines to file patents or patent applications with regard to any such Program Aptamer-Specific Technology, TAKEDA shall have the right to Prosecute patents and patent applications relating to such Program Aptamer-Specific Technology. In such case, ARCHEMIX shall cooperate with TAKEDA in good faith and in reasonable manner regarding the Prosecution of such patents and patent applications.

                    (iv) TAKEDA shall bear [***] (including, without limitation, the [***] of [***] and [***] and [***]) incurred by ARCHEMIX in the Prosecution of ARCHEMIX Program Aptamer-Specific Patent Rights, provided that ARCHEMIX shall use Commercially Reasonable Efforts to manage the Prosecution to insure that such costs and expenses are reasonably consistent with applicable industry standards.

                    (v) If ARCHEMIX consummates a transaction that results in a Change of Control of ARCHEMIX that involves a Third Party acquirer that has a Competitive Program, then TAKEDA shall have the option to assume sole and exclusive responsibility for the Prosecution of ARCHEMIX Program Aptamer-Specific Patent Rights directed to the Program Target for which such Competitive Program exists.

                    (vi) The Parties will endeavour to make all decisions regarding the Prosecution of ARCHEMIX Program Aptamer-Specific Patent Rights by mutual agreement, including all initial and subsequent patent filing and maintenance decisions worldwide. The Parties shall discuss in good faith and agree upon the content and form of any application for ARCHEMIX Program Aptamer-Specific Patent Rights and hereby agree that only the application in the form as agreed between the Parties may be filed with respect to such. In this regard, TAKEDA shall have the full right to reasonably participate in Prosecution of the ARCHEMIX Program Aptamer-Specific Patent Rights and be represented by counsel of its choice. TAKEDA shall promptly be provided with a copy of all relevant correspondences to and from any government patent office in which ARCHEMIX Program Aptamer-Specific Patent Rights are being pursued.

               (c) ARCHEMIX Background Technology. ARCHEMIX, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the Prosecution of all Patent Rights covering ARCHEMIX Background Technology.

          9.1.2 TAKEDA’s Prosecution Rights.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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               (a) TAKEDA Program Technology. TAKEDA, at its sole expense, and acting through patent counsel or agents of its choice, shall be responsible for the Prosecution of (i) Patent Rights covering TAKEDA Program Technology including TAKEDA Program Aptamer-Specific Technology but not ARCHEMIX Program Aptamer-Specific Technology or Program Generic Technology; and (ii) TAKEDA Background Technology. ARCHEMIX shall cooperate with TAKEDA in all reasonable respects in connection with the Prosecution of such Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable. For purposes of clarity, notwithstanding anything to the contrary herein, TAKEDA shall have no right to Prosecute any (1) Patent Rights related to the SELEX Process or SELEX Technology, (2) Patent Rights included in the SELEX Portfolio, and (3) Program Generic Patent Rights.

               (b) TAKEDA Background Technology. TAKEDA, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the Prosecution of all Patent Rights covering TAKEDA Background Technology.

          9.1.3 Joint Prosecution. In the case of Joint Patent Rights, the Parties shall meet through the JSC and/or the Patent Coordinators to discuss in good faith and agree upon the content and form of any application for a Joint Patent Right and hereby agree that only the application in the form as agreed between the Parties may be filed in respect of the Joint Patent Rights. The Parties shall share the costs equally in respect of the Prosecution of any Joint Patent Right jointly filed and shall jointly instruct an appropriately qualified patent attorney to Prosecute. Each Party will have equal control over the Prosecution of the filing such that the patent attorney will only be able to act on unanimous instructions. In the event that one Party is not interested, or not willing to equally share the related cost and expense, with respect to any Joint Patent Rights in a given country, then the other Party shall have the right, at its own cost and expense, to file for and prosecute such Joint Patent Rights in such country in both Parties’ names.

          9.1.4 Information and Cooperation. Each Party that has responsibility for Prosecuting any Patent Rights under Section 9.1 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder for Program Technology and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response; and (c) obtain assignments to reflect chain of title consistent with the terms of this Agreement, and gain United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights under this Section 9.1; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other activities. In addition, TAKEDA agrees

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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that if any action taken under Section 9.1 would be detrimental to Patent Rights covering ARCHEMIX’s Background Technology (including, without limitation, the SELEX Portfolio), ARCHEMIX shall provide written notice to the Patent Coordinator of TAKEDA and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

          9.1.5 Abandonment. If a Filing Party decides to abandon or to allow to lapse any of the Patent Rights covering any Program Technology for which it has responsibility, it shall inform the Non-Filing Party of such decision promptly and, in any event, so as to provide the Non-Filing Party a reasonable amount of time to meet any applicable deadline to establish or preserve such Patent Rights in such country or region. The Non-Filing Party shall have the right and option to assume responsibility for continuing the Prosecution of such Patent Rights in such country or region and paying any required fees to maintain such Patent Rights in such country or region or defending such Patent Rights, through patent counsel or agents of its choice, which shall be at the Non-Filing Party’s sole expense. Any change in the Party responsible for Prosecution under this Section 9.1.5 shall not affect the ownership of any such Patent Rights as a result of its assumption of any such responsibility. Upon transfer of such responsibility under this Section 9.1.5, the Filing Party shall promptly deliver to the Non-Filing Party copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for the Non-Filing Party to assume such responsibility. Thereafter, the Filing Party shall cooperate with the Non-Filing Party (now the prosecuting party) as though consistent with the terms set forth in Section 9.1.4.

     9.2 Legal Actions.

          9.2.1 Third Party Infringement.

               (a) Notice. In the event either Party becomes aware of any possible infringement of any Patent Rights subject to this Agreement Controlled by either Party where such infringement relates to the development or commercialization of an aptamer directed to a Program Target for use in the Field, including the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act for a Generic Product (each, an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”).

               (b) TAKEDA Right to Enforce.

                    (i) Enforcement of Patent Rights Relating To TAKEDA Background Technology. In the event that any Infringement relates to any Patent Rights covering TAKEDA Background Technology, TAKEDA shall have the sole right but not the obligation to enforce such claim.

                    (ii) Enforcement of Program Aptamer-Specific Patent Rights. In the event that any Infringement relates to any Program Aptamer-Specific Patent Rights, TAKEDA shall use Commercially Reasonable Efforts to enforce such claim, which may include the institution of legal proceedings or other action. TAKEDA shall keep ARCHEMIX reasonably

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. ARCHEMIX shall assist TAKEDA, upon request, in taking any action to enforce any such Patent Rights and shall join in any such action if deemed to be a necessary party. TAKEDA shall incur [***] as a consequence of such litigation or any [***] resulting therefrom, including any decision [***]. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne [***]. If TAKEDA does not use Commercially Reasonable Efforts to abate the Infringement of such Program Aptamer-Specific Patent Rights, within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then ARCHEMIX shall have the right and option to do so at its expense. In addition, in the event TAKEDA initiates but does not continue any action to enforce any such Patent Rights, then ARCHEMIX shall, with the consent of TAKEDA, such consent not to be unreasonably withheld, have the right and option to continue to do so at its expense with counsel of its choice. For purposes of clarity, notwithstanding anything to the contrary herein, TAKEDA shall have no rights to enforce any (1) ARCHEMIX Patents Rights covering the SELEX Process or SELEX Technology, or (2) the SELEX Portfolio.

               (c) ARCHEMIX Right to Enforce.

                    (i) Enforcement of Patent Rights Relating To ARCHEMIX Background Technology. In the event that any Infringement relates to any Patent Rights covering ARCHEMIX Background Technology, ARCHEMIX shall have the sole right but not the obligation to enforce such claim

                    (ii) Enforcement of Patent Rights Relating To Program Technology. In the event that any Infringement relates to any Patent Right covering Program Technology other than Program Aptamer-Specific Patent Rights, ARCHEMIX shall use Commercially Reasonable Efforts to enforce such claim, which may include the institution of legal proceedings or other action. ARCHEMIX shall keep TAKEDA reasonably informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. TAKEDA shall assist ARCHEMIX, upon request, in taking any action to enforce any such Patent Rights and shall join in any such action if deemed to be a necessary party. ARCHEMIX shall incur no liability to TAKEDA as a consequence of such litigation or [***]therefrom, [***] any such [***] or [***]. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne [***]. If ARCHEMIX does not use Commercially Reasonable Efforts to abate the Infringement of such Patent Rights within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then TAKEDA shall have the right and option to do so at its expense. In addition, in the event ARCHEMIX initiates but does not continue any action to enforce any such Patent Rights, then TAKEDA shall, with the consent of ARCHEMIX, such consent not to be unreasonably withheld, have the right and option to continue to do so at its expense with counsel of its choice.

               (d) Joint Patent Rights. In the event of an Infringement of a Joint Patent Right, the Parties shall enter into good faith discussions as to whether and how to eliminate the Infringement. Subject to the foregoing, (i) [***] shall have the first right and option to eliminate such Infringement by reasonable steps, which may include the institution of legal proceedings or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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other action and (ii) all costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by [***]. If [***] does not take or initiate commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), [***] [***] shall have the right and option to do so at its expense.

               (e) Representation by Counsel. Each Party shall have the right to be represented by counsel that it selects in any legal proceedings or other action instituted under this Section 9.2.1 by the other Party.

               (f) Cooperation by the Parties. In any action, suit or proceeding instituted under any subsection of Section 9.2.1, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party instituting such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. If a Party with the right to initiate legal proceedings under Section 9.2.1 lacks standing to do so and the other Party has standing to initiate such legal proceedings, then the Party with standing shall initiate such legal proceedings at the request and expense of the other Party. The Party that is a party to the action, suit or proceeding shall not admit the invalidity of any patent within the Program Aptamer-Specific Patent Rights, Licensed Patent Rights, or Joint Patent Rights, nor settle such action, suit or proceeding in a manner that adversely affects the other Party’s rights under this Agreement, without the written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned.

               (g) Allocation of Recoveries Under 9.2.1(b)(ii). Any amounts recovered by the Party or Parties bringing suit pursuant to actions under Section 9.2.1(b)(ii), whether by settlement or judgment, shall be allocated in the following order: (i) first, to reimburse TAKEDA and ARCHEMIX for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (ii) second (A) with respect to actual damages, then, to TAKEDA and ARCHEMIX in the same proportion as TAKEDA’s historic Net Sales of the Product or Products affected by the Infringement bears to ARCHEMIX’s historic royalties hereunder in respect of such Net Sales, in each case as determined in good faith, and (B) with respect to punitive, special or consequential damages, [***] percent ([***]%) to TAKEDA.

               (h) Allocation of Recoveries Under 9.2.1(c)(ii). Any amounts recovered by the Party or Parties bringing suit pursuant to actions under Section 9.2.1(c)(ii), whether by settlement or judgment, shall be allocated in the following order: (i) first, to reimburse ARCHEMIX and TAKEDA for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (ii) second (A) with respect to actual damages, then, to ARCHEMIX and TAKEDA in the same proportion as TAKEDA’s historic Net Sales of the Product or Products affected by the Infringement bears to ARCHEMIX’s historic royalties hereunder in respect of such Net Sales, in each case as determined in good faith, and (B) with respect to punitive, special or consequential damages, [***] percent ([***]%) to ARCHEMIX.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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          9.2.2 Defense of Claims.

               (a) Notice. In the event that a Third Party alleges that the conduct of the Research Program or the Development or Commercialization of an Optimized Lead Compound or Product infringes the Patent Rights of a Third Party, the Party becoming aware of such allegation shall promptly notify the other Party hereof, in writing, reasonably detailing the claim.

               (b) Third Party Suit Relating Primarily to Program Targets or Requested Chemistry.

                    (i) In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party relating specifically to the Program Targets or their uses by reason of activities conducted pursuant to this Agreement, (A) TAKEDA shall have the right and obligation to defend or otherwise resolve or settle such action, suit or proceeding at its sole expense; (B) ARCHEMIX or any of its Affiliates or sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against ARCHEMIX or any of its Affiliates or sublicensees, ARCHEMIX may elect to defend itself at its sole expense; and (C) the Parties shall cooperate with each other in all reasonable respects in any such action, suit or proceeding. Settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne [***].

                    (ii) In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement, by reason of activities conducted pursuant to this Agreement, of the Technology or Patent Rights of a Third Party relating specifically to the use of Requested Chemistry in (A) the Research Program or any Product independent of any challenge to the right to practice the SELEX Process or SELEX Technology, (B) the Development or Commercialization of any Product, including, without limitation, the manufacture, use or sale of such Product, TAKEDA shall have the right and obligation to defend or otherwise resolve or settle such action, suit or prosecution at its sole expense. Settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne [***].

               (c) Third Party Suit Relating Primarily to the use of the SELEX Process or the SELEX Technology. In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party by reason of the use of the SELEX Process or the use of the SELEX Technology (excluding in either case any action, suit or proceeding based solely on the use of Requested Chemistry) in the conduct of the Research Program (i) ARCHEMIX shall have the right and obligation to defend or otherwise resolve or settle such action, suit or proceeding at its sole expense; and (ii) TAKEDA or any of its Affiliates or Sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against TAKEDA or any of its Affiliates or Sublicensees, TAKEDA or its Affiliate or Sublicensee may elect to defend itself at its sole expense. Settlement

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne [***].

               (d) Cooperation in Defense. The Parties shall cooperate with each other in all reasonable respects in any action, suit or proceeding under this Section 9.2.2. Each Party shall provide the other Party with prompt written notice of the commencement of any such suit, action or proceeding, or allegation of infringement of which such Party becomes aware, and shall promptly furnish the other Party with a copy of each communication relating to the alleged infringement that is received by such Party from a third party, provided such provision does not violate or waive attorney-client privilege.

          9.2.3 Trademark and Copyright Ownership Prosecution, Defense and Enforcement. TAKEDA shall own and be responsible for the filing, prosecution, maintenance, defense and enforcement of all Product Trademarks and copyrights created during the Research Program, Development and/or Commercialization at TAKEDA’s expense.

          9.2.4 Maintenance of Royalty Triggering Patent Rights Schedule by ARCHEMIX. Between the date of filing of an IND for a Product, and [***] days following the initiation of a Phase I Clinical Trial for such Product, ARCHEMIX shall provide TAKEDA with a schedule of what ARCHEMIX considers to be Royalty Triggering Patent Rights. Such schedule shall be updated by ARCHEMIX within [***] business days following the end of each [***]. At any time, should TAKEDA disagree with the listing of particular Royalty Triggering Patent Rights as to a given Product, the Parties will discuss the Patent Rights that are the subject of the disagreement. If the Parties cannot reach agreement within [***] days after the disagreement is raised by TAKEDA, either Party may require that the qualification of any given disputed Patent Rights as Royalty Triggering Patent Rights hereunder be determined by independent patent counsel mutually acceptable to both Parties who (and whose firm) is not at the time of the dispute, and was not at any time during the [***] years prior to such dispute, performing services for either of the Parties, such independent patent counsel to be selected by the Patent Coordinators. Expenses of such patent counsel shall be shared equally by the Parties.

          9.2.5 Effect of Challenge. In further consideration of ARCHEMIX’s grant of the licenses and assignments hereunder with regard to Royalty Triggering Patent Rights and except to the extent the following is unenforceable under the Applicable Laws of a particular jurisdiction where Royalty Triggering Patent Rights have been issued, in the event that TAKEDA, its Affiliates and/or Sublicensees (a) initiates a Challenge or directly assists a Third Party in initiating a Challenge, then, only and specifically as to the Products and country(ies) affected by the Challenge, (i) during the [***] of such Challenge, the [***] set forth in [***] hereof shall be [***] by an [***] on the [***]of such [***], and (ii) should the [***] of such Challenge determine that any [***] that is the subject of the Challenge is [***] or [***] or is [***] by any Products, the [***] set forth in [***] shall be [***] by an [***]. The following hypothetical example illustrates the effect on the [***] if TAKEDA initiates or directly assists a Third Party in initiating a Challenge in the [***] and the Royalty Triggering Patent Rights cover Product X, then, [***] as to [***]in the [***] shall the [***] be [***] the[***] of such Challenge and by [***] should the [***] of such Challenge determine that any [***] that is the subject of the Challenge is [***] or [***] and is [***]; e.g., if, in any Calendar Year during the Term, the [***] is [***] to be [***] of [***] a [***] during the [***] of any such Challenge the [***] would be

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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[***] to [***] of [***] and should the [***] of such Challenge determine that any [***] that is the subject of the Challenge is [valid] or [***] or is [***], the [***] would thereafter be [***] it were [***] a [***] to [***] of [***] for the [***] of the[***]. The [***] to Product X shall not be affected in any country other than the [***]. Furthermore, [***] to any other Product shall not be affected in any country.

10. TERM AND TERMINATION

     10.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the end of the Research Program Term and, if TAKEDA is Developing or Commercializing a Product as of the end of the Research Program Term, thereafter until the earlier of (a) when TAKEDA is no longer Developing or Commercializing at least one (1) Product or (b) expiration of the last to expire Royalty Term for Commercialized Products, unless earlier terminated in accordance with the provisions of this Article 10 (such period, the “Term”).

     10.2 Termination. This Agreement may be terminated at any time by either Party as follows:

          10.2.1 Termination by Mutual Agreement. At any time, TAKEDA and ARCHEMIX may mutually agree to terminate this Agreement by written agreement between the Parties. The Parties agree that this Section 10.2.1 is not subject to dispute resolution under this Agreement.

          10.2.2 Termination for Breach Prior To Selection of Optimized Lead Compound. Either Party may terminate this Agreement prior to selection of an Optimized Lead Compound, effective immediately upon written notice to the other Party, for a material breach by the other Party of any term of this Agreement that remains uncured for [***] days ([***] days in the event that such material breach is based on a failure of TAKEDA to make any payment required hereunder) after the non-breaching Party first gives written notice to the other Party of such breach and its intent to terminate this Agreement if such breach is not cured. In the event that ARCHEMIX is unable to provide any of ARCHEMIX Research Activities hereunder as a result of a change in the scope of rights conveyed to ARCHEMIX under the ARCHEMIX-Gilead License Agreement, then, to the extent such ARCHEMIX Research Activities are material to the conduct of the Research Program, such occurrence shall be a material breach of this Agreement by ARCHEMIX. Notwithstanding the foregoing, if the allegedly breaching Party disputes whether a material breach has occurred or whether it has been cured, the issue of whether a material breach has in fact occurred or has been cured shall be resolved pursuant to Section 13.1.

          10.2.3 Termination on Product by Product Basis After Selection of Optimized Lead Compound. After selection of an Optimized Lead Compound, in the event of a material breach by either Party, the other Party may terminate this Agreement as to the Product(s) affected by such breach. Termination under this Section shall be effective immediately upon written notice to the breaching Party if such breach remains uncured for [***] days ([***] days in the event that such material breach is based on a failure of TAKEDA to make any payment required hereunder) after the non-breaching Party first gave written notice to the breaching Party of such breach and its intent to terminate this Agreement as to such Product(s) if such breach was not cured.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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Notwithstanding the foregoing, if the allegedly breaching Party disputes whether a material breach has occurred or whether it has been cured, the issue of whether a material breach has in fact occurred or has been cured shall be resolved pursuant to Section 13.1.

          10.2.4 Termination for Insolvency. In the event that either Party files for protection under bankruptcy laws, makes a general assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its business, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not dismissed or stayed within [***] days of the filing thereof, the other Party may terminate this Agreement effective immediately upon written notice to such Party. In connection therewith, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(35A) of the United States Bankruptcy Code. In addition, to the extent permitted by Applicable Laws, the Parties agree that, in the event of the commencement of a proceeding by or against ARCHEMIX under Title 11 of the United States Code, ARCHEMIX agrees, immediately upon written request of TAKEDA, to provide to TAKEDA all such intellectual property, including all embodiments thereof. If the trustee in any such proceeding rejects this Agreement, and if TAKEDA thereupon elects to retain its rights to such intellectual property hereunder, ARCHEMIX further agrees, immediately upon written request of TAKEDA, to provide to TAKEDA all such intellectual property, including all embodiments thereof.

     10.3 Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to Section 10.2, the following provisions shall apply, as applicable.

          10.3.1 Termination Pursuant to Section 10.2.2.

               (a) If this Agreement is terminated by TAKEDA pursuant to Section 10.2.2:

                    (i) the Research Program shall terminate without any further obligation of ARCHEMIX and TAKEDA;

                    (ii) all licenses granted to TAKEDA or ARCHEMIX under Article 7 to any Patent Rights covering any Collaboration Aptamers as of the effective date of termination, if any, shall immediately terminate; all such Collaboration Aptamers shall be Failed Compounds, and ARCHEMIX and TAKEDA shall have no further respective obligations under Section 7.6.1 or 7.6.2;

                    (iii) each Party shall promptly return all Confidential Information and Proprietary Materials of the other Party that are not subject to a continuing license hereunder; provided, that, each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and

                    (iv) neither Party shall have the right to research, develop or commercialize such Failed Compounds

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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               (b) If this Agreement is terminated by ARCHEMIX pursuant to Section 10.2.2:

                    (i) the Research Program shall terminate without any further obligation of ARCHEMIX and TAKEDA;

                    (ii) all licenses granted to TAKEDA under Article 7 to any Patent Rights covering Collaboration Aptamers as of the effective date of termination, if any, shall immediately terminate; all such Collaboration Aptamers shall be Failed Compounds, and ARCHEMIX and TAKEDA shall have no further respective obligations under Section 7.6.1 or 7.6.2;

                    (iii) TAKEDA shall be deemed to have (A) assigned to ARCHEMIX all of its right, title and interest in and to all Program Aptamer-Specific Patent Rights relating solely to any such Failed Compounds and (B) granted to ARCHEMIX a non-exclusive, royalty-free license under Patent Rights covering TAKEDA Program Technology (other than such Program Aptamer-Specific Patent Rights assigned to ARCHEMIX) and TAKEDA’s interest in Joint Patent Rights solely in the Field to develop and commercialize any such Failed Compound; and

                    (iv) each Party shall promptly return all Confidential Information and Proprietary Materials of the other Party that are not subject to a continuing license hereunder; provided, that, each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

Nothing contained herein shall limit either Party’s rights and remedies at law or in equity in the event of a material breach of this Agreement by the other Party.

          10.3.2 Termination by TAKEDA Pursuant to Section 10.2.3. If this Agreement is terminated by TAKEDA as to certain Product(s) pursuant to Section 10.2.3 (including, without limitation, for breach of ARCHEMIX’s exclusivity obligations under Section 7.6.1):

               (a) With respect to the Product(s) materially affected by the breach that gave rise to TAKEDA’s right to terminate under Section 10.2.2, all milestone, royalty and other payments applicable to such Products under this Agreement shall be reduced by [***] percent ([***]%) of the amount such milestone, royalty and other payments would otherwise have been to ARCHEMIX hereunder;

               (b) TAKEDA shall no longer be bound by the obligations of Section 7.6.2 with respect to the Program Target(s) to which the terminated Product(s) bind; and

               (c) In all other respects, the terms and conditions of this Agreement shall remain in full force and effect.

Nothing contained herein shall limit TAKEDA’s rights and remedies at law or in equity in the event of a material breach of this Agreement by ARCHEMIX.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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          10.3.3 Termination by TAKEDA Pursuant to Section 10.2.4. If this Agreement is terminated by TAKEDA pursuant to Section 10.2.4, unless prohibited by Applicable Law:

               (a) the license set forth in Section 7.1.1(b) shall survive solely as applied to Products being Developed by TAKEDA as of the effective date of termination, if any, and the license set forth in Section 7.2 shall survive solely as applied to Products being Commercialized by TAKEDA as of the effective date of termination or Derived from Products being Developed by TAKEDA as of the effective date of termination, if any, subject to TAKEDA’s continued payment of all milestone, royalty and other payments under and in accordance with this Agreement with respect thereto; and

               (b) each Party shall promptly return all Confidential Information and Proprietary Materials of the other Party that are not subject to a continuing license hereunder; provided, that, each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

          10.3.4 Termination by ARCHEMIX Pursuant to Section 10.2.3. If this Agreement is terminated as to a given Product by ARCHEMIX pursuant to Section 10.2.3 (including, without limitation, for breach by TAKEDA of its diligence obligations under Section 4.4.1):

          (a) All licenses granted to TAKEDA under Article 7 to such Product as of the effective date of termination, if any, shall immediately terminate.

          (b) ARCHEMIX shall be entitled to treat such Product as if it were a Terminated Product with the Parties having the rights and obligations set forth in Section 7.1.2(d), except as follows:

               (i) The royalties, milestones and other payments due to TAKEDA shall be [***] percent ([***]%) of the amounts provided for under Sections 5.3 and 5.4;

               (ii) There shall be no charge to ARCHEMIX for the fulfillment of TAKEDA’s obligations with respect to such Product under Section 7.1.2(d)(ii)(A-B); and

               (iii) The supply of Product under Section 7.1.2(d)(ii)(C) by TAKEDA shall be [***] percent ([***]%).

          (c) In all other respects, the terms and conditions of the Agreement shall remain in full force and effect.

Nothing contained herein shall limit ARCHEMIX’s rights and remedies at law or in equity in the event of a material breach of this Agreement by TAKEDA.

          10.3.5 Termination by ARCHEMIX Pursuant to Section 10.2.4. If this Agreement is terminated by ARCHEMIX pursuant to Section 10.2.4, unless prohibited by Applicable Laws, the provisions of Section 10.3.5 shall apply, except that TAKEDA shall have no obligation to continue to conduct any clinical trial.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

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     10.4 Surviving Provisions. Termination or expiration of this Agreement for any reason shall be without prejudice to:

          (a) the rights and obligations of the Parties provided in Section 3.4.1 (Record Keeping), Section 5.2.3 (R&D Funding Audit Rights), Section 5.4.2 (Records; Audit Rights), Section 9.1.3 (Joint Prosecution), Section 9.2.1(d) (Joint Patent Rights), Section 9.2.2 (Defense of Claim), Section 10.3 (Consequences of Termination of Agreement), Section 10.4 (Surviving Provisions), Section 13.2 (Litigation; Jurisdiction), Section 13.4 (Governing Law), Section 13.9 (No Third Party Beneficiaries), Section 13.15 (Further Assurances), Article 6 (Confidentiality), Article 8 (Intellectual Property Rights), Article 12 (Indemnification) and all other Sections or Articles referenced in any such Section or Article, including Article 1, all of which shall survive such termination;

          (b) The rights of the Parties to receive royalties and milestone payments for the duration of all applicable Royalty Terms, if any; and

          (c) any other rights or remedies provided at law or equity which either Party may otherwise have.

11. REPRESENTATIONS AND WARRANTIES

     11.1 Mutual Representations and Warranties. ARCHEMIX and TAKEDA each represents and warrants to the other, as of the Effective Date, as follows:

          11.1.1 Organization. It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement.

          11.1.2 Authorization. The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and will not violate (a) such Party’s certificate of incorporation or bylaws, (b) any agreement, instrument or contractual obligation to which such Party is bound in any material respect, (c) any requirement of any Applicable Law, or (d) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party.

          11.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions.

          11.1.4 No Inconsistent Obligation. It is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder.

     11.2 Acknowledgment and Covenants of TAKEDA. TAKEDA acknowledges that the licenses granted to TAKEDA hereunder are subject to certain limitations and restrictions set forth in the ARCHEMIX-Gilead License Agreement and the URC License Agreement and agrees that it shall comply with the terms of the ARCHEMIX-Gilead License Agreement and the URC

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

63

License Agreement that ARCHEMIX is subject to thereunder. TAKEDA further acknowledges and agrees that (a) under the ARCHEMIX-Gilead License Agreement and under the URC License Agreement, ARCHEMIX’s rights in the SELEX Process or the SELEX Technology as described in the SELEX Portfolio may revert to Gilead or ULEHI if ARCHEMIX, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of products and services utilizing the SELEX Process or the SELEX Technology; (b) in the event of any termination of the URC License Agreement, the licenses granted to TAKEDA hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, TAKEDA is not then in breach of this Agreement and TAKEDA agrees to be bound to ULEHI as the licensor under the terms and conditions of the URC License Agreement as described in the SELEX Portfolio and reference is expressly made to ARCHEMIX’s obligations under Section 6, 7, 8, and 10 of URC License Agreement, (c) in the event of any termination of the ARCHEMIX-Gilead License Agreement, the licenses granted to TAKEDA hereunder shall remain in full force and effect in accordance with Section 2.3 of the ARCHEMIX-Gilead License Agreement; provided, that, TAKEDA agrees to comply with such terms, conditions, agreements and obligations that are consistent with the terms, conditions, agreements and obligations to which ARCHEMIX was subject under the ARCHEMIX-Gilead Agreement, including, without limitation, the provisions of Sections 2.1(b), 2.1(c), 2.2, Section 4, Section 5, Section 6.4, Section 7.1(b), Section 8 and Section 9.3, and provided that if the termination of the ARCHEMIX-Gilead License Agreement arises out of the action or inaction of TAKEDA, Gilead, at its option, may terminate such license. TAKEDA hereby acknowledges, agrees and covenants that it may not and will not (a) research, make, use, sell, offer for sale, import or export Diagnostic Products, Radio Therapeutics, or Aptamer Antidote Combination Products or (b) use the SELEX Process or the SELEX Technology to the extent such SELEX Process or SELEX Technology is covered by a Valid Claim of Patent Rights Controlled by ARCHEMIX, or is ARCHEMIX Confidential Information designated as such, and disclosed, in writing to TAKEDA in the performance of this Agreement, for any reason, including, without limitation, (i) to research, make, use, sell, offer for sale, import or export any aptamers for Diagnostic Products, Radio Therapeutics, or Aptamer Antidote Combination Products or (ii) to research, make, use, sell, offer for sale, import or export any aptamer (including any Excluded Aptamer and/or any product containing an Excluded Aptamer)

11.3 Representations and Warranties of ARCHEMIX

          11.3.1 Rights to Licensed Technology and Licensed Patent Rights. As of the Effective Date, to the best of ARCHEMIX’s Knowledge and except as previously disclosed to TAKEDA, (a) all Licensed Technology and Licensed Patent Rights are Controlled by ARCHEMIX; (b) ARCHEMIX has not granted to any Third Party any right to use, license or otherwise exploit the Licensed Technology and Licensed Patent Rights in a manner which would conflict with the exclusive rights granted to TAKEDA under Section 7.1.1(b); (c) upon the execution by the Parties of this Agreement, TAKEDA shall have no obligation to make any royalty or other payment to any Third Party as a result of the grant by ARCHEMIX to TAKEDA of the licenses set forth in Section 7.1.1; (d) there are no judgments, decrees or orders of any court or administrative agency that affect the use by TAKEDA of Licensed Technology and Licensed Patent Rights as contemplated by this Agreement; (e) all Licensed Patents owned by ARCHEMIX consisting of issued patents have not been declared invalid or unenforceable by any court of competent jurisdiction; and (f) ARCHEMIX is in full compliance with the terms of all licenses

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

64

and other agreements with Third Parties under which it has the right to use any Licensed Technology and Licensed Patent Rights, all such agreements are in full force and effect, and no Third Party has given ARCHEMIX written notice that an event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification or acceleration under any such agreements.

          11.3.2 Non-Infringement by ARCHEMIX. To the best of ARCHEMIX’s Knowledge, as of the Effective Date, except as previously disclosed to TAKEDA, (i) the practice of the SELEX Process and use of SELEX Technology as contemplated by this Agreement will not infringe the Patents Rights or other intellectual property rights of any Third Parties, and (ii) no Third Party has initiated, or threatened in writing to initiate, any litigation against ARCHEMIX or its Affiliates, including, without limitation, by initiating any declaratory judgment lawsuit, or by sending a cease-and-desist letter, alleging that the Licensed Patent Rights are invalid or unenforceable or that the use of the Licensed Patent Rights or Licensed Technology as contemplated by this Agreement infringes the Patent Rights of such Third Party.

          11.3.3 Full Disclosure. As of the Effective Date, ARCHEMIX has provided to TAKEDA with access to all information in the possession and Control of ARCHEMIX that ARCHEMIX believes is material to the performance by the Parties of this Agreement.

12. INDEMNIFICATION

     12.1 Indemnification of TAKEDA by ARCHEMIX. ARCHEMIX shall indemnify, defend and hold harmless TAKEDA, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “TAKEDA Indemnitees”), against all liabilities, damages, losses and expenses (including, without limitation, reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon the TAKEDA Indemnitees, or any one of them, as a direct result of claims, suits, actions, demands or judgments of Third Parties, including, without limitation, intellectual property infringement (except as otherwise provided in this Agreement), personal injury and product liability claims (collectively, “Claims”), arising out of (i) ARCHEMIX’s research and development activities under this Agreement, including claims with respect to ARCHEMIX’s use of the SELEX Process or SELEX Technology in connection with such activities, and (ii) the development, manufacture, use or sale of any Waived Compound, Failed Compound or Terminated Product by ARCHEMIX or an assignee or sublicense thereof (including TAKEDA’s activities under Section 7.1.2(d) and Section 10.3.4); except with respect to any Claim or Losses that result from a breach of this Agreement by, or the gross negligence or willful misconduct of, TAKEDA; provided, that, with respect to any Claim for which ARCHEMIX has an obligation to any TAKEDA Indemnitee pursuant to this Section 12.1 and TAKEDA has an obligation to any ARCHEMIX Indemnitee pursuant to Section 12.2, each Party shall indemnify each of the other Party’s Indemnitees for its Losses to the extent of its responsibility, relative to the other Party, for the facts underlying the Claim.

     12.2 Indemnification of ARCHEMIX by TAKEDA. TAKEDA shall indemnify, defend and hold harmless ARCHEMIX, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (the “ARCHEMIX Indemnitees”), against any Losses incurred by or imposed upon the ARCHEMIX Indemnitees, or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

65

any one of them, as a direct result of (i) Claims arising out of the Development or the Commercialization (including, without limitation, the production, manufacture, promotion, import, sale or use by any Person) of any Product by TAKEDA or any of its Affiliates, Sublicensees, distributors or agents, or (ii) Claims that are specific to a particular Program Target and/or the use of a particular Program Target, except with respect to any Claim that results from a breach of this Agreement by, or the gross negligence or willful misconduct of, ARCHEMIX; provided, that, with respect to any Claim for which ARCHEMIX has an obligation to any TAKEDA Indemnitee pursuant to Section 12.1 and TAKEDA has an obligation to any ARCHEMIX Indemnitee pursuant to this Section 12.2, each Party shall indemnify each of the other Party’s Indemnitees for its Losses to the extent of its responsibility, relative to the other Party, for the facts underlying the Claim.

     12.3 Indemnification of [***] and [***] by TAKEDA. If, and solely to the extent, legally required by the [***] License Agreement, TAKEDA shall indemnify, defend and hold harmless [***], its Affiliates and [***] and any of their respective directors, officers, employees and agents (each, a “[***] Indemnitee”), from and against any Losses that are incurred by a [***] Indemnitee as a result of any Claims, to the extent such Claims arise out of the possession, research, development, manufacture, use, offer for sale, sale or other commercialization, distribution, administration, storage or transport, by TAKEDA or its Affiliates or Sublicensees of (a) any Aptamers or Licensed Products, or (b) any other products, services and activities developed by TAKEDA relating to the Covered Intellectual Property, including any Licensed Products, Aptamers or Documentation (as such terms are defined in the [***] License Agreement).

     12.4 Conditions to Indemnification. A Person seeking recovery under this Article 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 12, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim; provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

     12.5 Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

66

     12.6 No Warranty of Success. Nothing contained in this Agreement shall be construed as a warranty on the part of either Party that (a) the Research Program will yield any Optimized Lead Compound or otherwise be successful, (b) any Development Program will yield a Product or otherwise be successful or (c) the outcome of the Research Program or any Development Program will be commercially exploitable in any respect.

     12.7 Limited Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR (I) ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST REVENUES, OR (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY.

13. MISCELLANEOUS

     13.1 Dispute Resolution. Subject to the exceptions set forth in Sections 2.1.6, 8.2, 8.7, 8.8, 9.1.4 and Section 10.2.1, should a dispute arise under this Agreement, which the Parties are not initially able to resolve, such dispute shall be referred to the President of ARCHEMIX and the General Manager of Pharmaceutical Research Division of TAKEDA (the “Designated Senior Officers”) (or their designees), who shall promptly initiate discussions in good faith to resolve such dispute. If such dispute is not resolved by the Designated Senior Officers within [***] days after the date the Designated Senior Officers first met to consider such dispute, such dispute shall be resolved in accordance with Section 13.2.

     13.2 Litigation; Jurisdiction. Notwithstanding anything to the contrary in this Agreement, with respect to any suit, action or proceeding brought by either Party which may arise out of or in connection with this Agreement (a “Proceeding”), each of the Parties hereby (a) irrevocably submits to the jurisdiction of the state and federal courts in the State of New York and agrees that all claims in respect of such Proceeding shall be heard and determined in any such court; (b) waives any defense of inconvenient forum to the maintenance of any such Proceeding and further agrees not to bring any such Proceeding in any other court; (c) irrevocably consents to the service of process of any of the aforementioned court in any such Proceeding by the mailing of copies thereof by certified mail, postage prepaid, to the Party at its address set forth in Section 13.3; and (d) agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. Notwithstanding anything to the contrary in this Article 13, either Party may seek injunctive relief in any court in any jurisdiction where appropriate.

     13.3 Notices. All notices and communications shall be in writing and delivered personally or by courier or mailed via certified mail, return receipt requested, addressed as follows, or to such other address as may be designated from time to time:

If to TAKEDA:	If to ARCHEMIX:
Takeda Pharmaceutical Company Limited	Archemix Corp.
1-1, Doshomachi 4-chome	300 Third Street

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

67

Chuo-ku, Osaka 540-8645
Japan	Cambridge, MA 02142
Tel: [***]	Tel: (617) 621-7700
Fax: [***]	Fax: (617) 621-9300
Attention: [***]	Attention: Chief Executive Officer
[***]	Attention: General Counsel
	With a copy to:
	Mintz, Levin, Cohn, Ferris, Glovsky
	and Popeo, P.C.
	One Financial Center
	Boston, Massachusetts 02111
	Attention: John J. Cheney, Esq.
	Tel: (617) 542-6000
	Fax: (617) 542-2241

     In addition, all notices to the JPT or JSC shall be sent to each Party’s designees at such Party’s address stated above or to such other address as such Party may designate by written notice given in accordance with this Section 13.3.

     Except as otherwise expressly provided in this Agreement or mutually agreed in writing, any notice, communication or document (excluding payment) required to be given or made shall be deemed given or made and effective upon actual receipt or, if earlier, (a) three (3) business days after deposit with an internationally-recognized overnight express courier with charges prepaid, or (b) five (5) business days after mailed by certified, registered or regular mail, postage prepaid, in each case addressed to a Parties at its address stated above or to such other address as such Party may designate by written notice given in accordance with this Section 13.2.

     13.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the New York, without regard to the application of principles of conflicts of law.

     13.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.

     13.6 Headings. Section and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.

     13.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and both of which, together, shall constitute a single agreement.

     13.8 Amendment; Waiver. This Agreement may be amended, modified, superseded or cancelled, and any of the terms of this Agreement may be waived, only by a written instrument executed by each Party or, in the case of waiver, by the Party or Parties waiving compliance. The delay or failure of either Party at any time or times to require performance of any provisions shall in no manner affect the rights at a later time to enforce the same. No waiver by either Party of any

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

68

condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement.

     13.9 No Third Party Beneficiaries. Except as set forth in Sections 12.1, 12.2 and 12.3, no Third Party (including, without limitation, employees of either Party) shall have or acquire any rights by reason of this Agreement.

     13.10 Purposes and Scope. The Parties hereto understand and agree that this Collaboration is limited to the activities, rights and obligations as set forth in this Agreement. Nothing in this Agreement shall be construed (a) to create or imply a general partnership between the Parties, (b) to make either Party the agent of the other for any purpose, (c) to alter, amend, supersede or vitiate any other arrangements between the Parties with respect to any subject matters not covered hereunder, (d) to give either Party the right to bind the other, (e) to create any duties or obligations between the Parties except as expressly set forth herein, or (f) to grant any direct or implied licenses or any other right other than as expressly set forth herein.

     13.11 Assignment and Successors. Neither this Agreement nor any obligation of a Party hereunder may be assigned by either Party without the consent of the other which shall not be unreasonably withheld, except that each Party may assign this Agreement and the rights, obligations and interests of such Party, in whole or in part, to any of its Affiliates, to any purchaser of all or substantially all of its assets or all or substantially all of its assets to which this Agreement relates or to any successor corporation resulting from any merger, consolidation, share exchange or other similar transaction, provided that such Affiliate agrees in writing to be bound by the terms and conditions of this Agreement.

     13.12 Force Majeure. Neither TAKEDA nor ARCHEMIX shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to a Force Majeure. In event of such Force Majeure, the Party affected shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

     13.13 Interpretation. The Parties hereto acknowledge and agree that: (a) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement; and (c) the terms and provisions of this Agreement shall be construed fairly as to each Party and not in a favor of or against either Party, regardless of which Party was generally responsible for the preparation of this Agreement.

     13.14 Integration; Severability. This Agreement is the entire agreement with respect to the subject matter hereof and supersedes all other agreements and understandings between the Parties with respect to such subject matter. If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, it is the intention of the Parties that the remainder of the Agreement shall not be affected.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

69

     13.15 Further Assurances. Each of ARCHEMIX and TAKEDA agrees to duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including, without limitation, the filing of such additional assignments, agreements, documents and instruments, as the other Party may at any time and from time to time reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes of, or to better assure and confirm unto such other Party its rights and remedies under, this Agreement.

[Remainder of page intentionally left blank.]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

70

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

ARCHEMIX CORP.

By:

Name:

Title:

TAKEDA PHARMACEUTICAL COMPANY LIMITED.

By:

Name:

Title:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

71

SCHEDULE 1

OPTIMIZED LEAD COMPOUND SELECTION CRITERIA

[***]

Property	Target
[***]	[***] for [***] is [***].
[***]		•     Aptamer [***] in [***] with an [***].
		•     Aptamer [***] in [***] with an [***].
[***]	Aptamer [***] and [***] for the [***].
		•     Aptamer [***] or [***], as [***].
		•     Aptamer [***] with [***]. In the [***], a [***] aptamer will be [***].
[***]	Aptamer [***] (e.g., [***] in [***] and [***] in [***] upon the [***].
[***]	Aptamer can be [***] with [***].
[***]	Aptamer can be [***] for [***] as a [***] at [***] without [***] of [***] and with [***] and [***].
[***]	Aptamer [***] to [***] in [***].
		•     To [***] a [***]
		or
		•     Aptamer is [***] at a [***] (to be [***] in [***]) for a [***] that would [***] to [***] in [***].
[***]	Aptamer [***] in [***] is [***] for the [***].
		•     [***]
		•     [***]
		•     [***]
		N.B.: [***] for [***] have [***] be [***] for these [***].

[***]

Property	Target
[***]	[***] for [***] is [***].
[***]		•     Aptamer [***] as [***] either an [***] or an [***] with an [***].
		•      Aptamer [***] in a [***] with an [***].
[***]	Aptamer [***] and [***] for the [***].
		•      Aptamer [***] as [***] by [***].
		•     Aptamer [***] with [***] to [***] of [***]; not [***] for [***].
[***]	Aptamer [***] (e.g., [***] in [***] and [***] in [***] upon the [***].
[***]	Aptamer can be [***] with [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

Property	Target
[***]	Aptamer can be [***] for [***] as a [***] or [***] at [***] of [***] and with [***] and [***].
[***]	Aptamer [***] to s[***] in [***].
		•     To [***] a [***]
		or
		•     Aptamer is [***] at a [***] (to be [***] in [***]) for a [***] that would [***] to [***] in [***].
[***]	Aptamer [***] in [***] is [***] for the [***].
		•     [***]
		•     [***]
		•     [***]
		N.B.: [***] for [***] have [***] be [***] for these [***].

[***]

Property	Target
[***]	[***] for [***] is [***].
[***]		•      Aptamer [***] in a [***] with an [***].
		•      Aptamer [***] in [***] with an [***].
[***]	Aptamer [***] and [***] for the [***].
		•     Aptamer [***] to [***] and [***] with [***]
		•     [***] to [***] and [***] is [***] not [***].
		•     Aptamer is [***] for [***] more than [***] to [***].
[***]	Aptamer [***] (e.g., [***] in [***] and [***] in [***] upon the [***].
[***]	Aptamer can be [***] with [***].
[***]	Aptamer can be [***] for [***] as a [***] at [***] without loss of [***] and with [***] and [***].
[***]	Aptamer [***] to [***] in [***].
		•     To [***] a [***]
		or
		•     Aptamer is [***] at a [***] (to be [***] in [***] for a [***] that would [***] to [***] in [***].
[***]	Aptamer [***] in [***] is [***] for the [***].
		•     [***]
		•     [***]
		•     [***]
		N.B.: [***] for [***] have [***] be [***] for these [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

2

SCHEDULE 2A

PROGRAM TARGETS

• [***]

• [***]

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 2A-1

SCHEDULE 2B

TARGET REPLACEMENT LIST

• [***]

• [***]

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 2B-1

SCHEDULE 3

LICENSED PATENT RIGHTS (7/17 comments: Can we delete this schedule entirely not to make
possible third party (competitor / generic manufacturers) to evaluate the patent portfolio very
easily ?) (The short answer is “no” — John, let me know if you would like to discuss this
further.)

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 3-1

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

2

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

3

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

4

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

5

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

6

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

7

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
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[***]	[***]			[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

8

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]		[***]	[***]
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[***]	[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

9

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]		[***]	[***]
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[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

10

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]		[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

11

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

12

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

13

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

14

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

15

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

16

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

17

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

18

Mintz Ref.		Appl.
No.	Status	Number	Country	Title
[***]	[***]	[***]	[***]	[***]
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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

19

SCHEDULE 4

EXCLUDED APTAMERS

• [***]

• [***]

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 4- 1

SCHEDULE 5

FORM OF PRESS RELEASE

Archemix and Takeda to Enter into Collaboration for Discovery and Development of Aptamer Therapeutics

CAMBRIDGE, Mass. and OSAKA, Japan – June 11, 2007 – Archemix Corp. (“Archemix”) and Takeda Pharmaceutical Company Limited (“Takeda”) announced today that both parties have signed a multi-year, three target agreement that focuses on the discovery, development, and commercialization of first-in-class aptamer-based therapeutics.

Under the agreement, Archemix will receive an upfront payment of $6 million from Takeda to discover and generate product candidates to three disease-associated targets identified by Takeda, and Takeda will be granted an exclusive, worldwide right for research, development, manufacturing and commercialization for any resulting aptamer-based products. Archemix will also receive committed research funding and research and clinical development milestone payments for each target selected for therapeutic development. In addition, Archemix will earn royalties and milestones on worldwide sales of the developed aptamers commercialized by Takeda. Detailed financial terms were not disclosed.

“Our alliance with Takeda is the sixth major partnership we have formed over within the past year and is a major step in the continued validation of aptamer therapeutics,” said Errol De Souza, Ph.D., President and CEO, Archemix. “Takeda is an excellent partner for Archemix and this collaboration is a key component of successfully implementing our strategy of forming collaborations with multi national pharmaceutical companies to rapidly advance aptamer programs into clinical development.”

“We are very impressed with Archemix’ track record of success in creating therapeutic aptamers,” said Dr. Shigenori Ohkawa, General manager of Pharmaceutical Research Division, Takeda. “Archemix is the leader in the discovery of aptamer therapeutics and we believe that, as a class, aptamers have the potential to create a new paradigm of treatments in a broad spectrum of diseases, and we believe this collaboration will surely contribute to enhancing our R&D pipeline as source for future growth of Takeda.”

About Aptamers

Aptamers are single-stranded nucleic acids that form well-defined three dimensional shapes, allowing them to bind target molecules in a manner that is conceptually similar to antibodies. Aptamers combine the optimal characteristics of small molecules and antibodies, including high specificity and affinity, chemical stability, low immunogenicity and the ability to target protein-

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

2

protein interactions. In contrast to monoclonal antibodies, aptamers are chemically synthesized rather than biologically expressed.

About Archemix

Archemix Corp. is a privately-held biopharmaceutical company developing aptamers as a class of directed therapeutics for the prevention and treatment of human disease. The company is leveraging its proprietary drug discovery technology to fuel the growth of its development portfolio, which is primarily focused on acute cardiovascular and hematology diseases and cancer. Archemix’s broad product pipeline, being developed both by the company as well as its licensees, includes multiple investigational compounds at various stages of development, several of which are moving into Phase 2 clinical trials. Archemix’s lead proprietary product, ARC1779, a selective platelet inhibitor, is anticipated to start a Phase 2a and Phase 1b clinical trial before the end of 2007. Archemix’ leadership position in intellectual property, technology and expertise relating to aptamers has enabled it to form numerous collaborations with biotechnology and pharmaceutical collaborators, including Merck Serono, Pfizer Inc., Elan Pharma, Nuvelo, Inc., Antisoma plc., and Regado Biosciences. For more information, please visit www.archemix.com.

About Takeda

Located in Osaka, Japan, Takeda is a research-based global company with its main focus on pharmaceuticals. As the largest pharmaceutical company in Japan and one of the global leaders of the industry, Takeda is committed to striving toward better health for individuals and progress in medicine by developing superior pharmaceutical products. Takeda is actively dedicated to enhance its pipeline for future growth through alliance as well as in-house R&D activities. Additional information about Takeda is available through its corporate website, www.takeda.com.

Contacts:	Archemix Corp.
	MEDIA CONTACTS
	For Archemix:
	Kathryn Morris
	Yates and Associates
	Tel: 914-204-6412
	INVESTOR CONTACTS
	Lilian Stern
	Stern Investor Relations, Inc.
	Tel: 212-362-1200
	lilian@sternir.com
	Takeda Pharmaceutical Company Limited
	Corporate Communications Dept. (PR/IR)
	Mr. Seizo Masuda
	Tel: +81-3-3278-2037
	Masuda_Seizo@takeda.co.jp

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

3

SCHEDULE 6

PROGRAM CHEMISTRY

Modification	Anticipated effect
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 6- 1

SCHEDULE 7

LIGANDS TO PROGRAM TARGETS/PRE-APPROVED REPLACEMENT TARGETS

[***]	[***]
[***]	[***]
[***]	[***]
Pre-approved Replacement Targets
[***]	[***]
[***]	[***]
[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.

Sched. 7- 1

EX-10.15

Exhibit 10.15

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT

between

ARCHEMIX CORP.

and

ELAN PHARMA INTERNATIONAL, LIMITED

June 30, 2006

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

TABLE OF CONTENTS

				Page
1.	DEFINITIONS				1
2.	ADMINISTRATION OF THE COLLABORATION				31
		2.1	Joint Management Committee		31
		2.2	Joint Project Team		35
3.	RESEARCH PROGRAM				40
		3.1	Implementation of the Research Program		40
		3.2	Research Plan; Annual Research Plans		40
		3.3	Conduct of Research Program		42
		3.4	Records		43
		3.5	Selection of Program Targets		45
		3.6	Identification of Collaboration Compounds, IL-23 Aptamers and Lead Compounds		47
		3.7	Clinical Candidates		47
		3.8	Identification of Back-up Collaboration Compounds		48
		3.9	Failed Targets		48
		3.10	Supply of Proprietary Materials		49
		3.11	Research Program Term		49
4.	DEVELOPMENT PROGRAM; COMMERCIALIZATION OF PRODUCTS				49
		4.1	Objectives of the Development Program		49
		4.2	Responsibility for Development of Clinical Candidates and Commercialization of Products		49
		4.3	Annual Development Plans		50
		4.4	Product Commercialization Plans		51
		4.5	Supply of Products for Development and Commercialization		52
		4.6	Development and Commercialization Diligence		54
		4.7	Compliance		55
		4.8	Cooperation		55
		4.9	Exchange of Reports; Information; Updates		55
		4.10	Development and Commercialization Rights and Restrictions		58
		4.11	Co-Development Option		59
		4.12	Reconciliation and Auditing of Operating Income (Loss)		66
5.	PAYMENTS				68
		5.1	Upfront Fee		68
		5.2	R&D Funding		68

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

i 

		5.3	Milestone Payments	70
		5.4	Payment of Royalties; Royalty Rates; Accounting and Records	74
6.	TREATMENT OF CONFIDENTIAL INFORMATION; PUBLICITY; NON-SOLICITATION			81
		6.1	Confidentiality	81
		6.2	Publicity	83
		6.3	Publications and Presentations	84
		6.4	Prohibition on Solicitation	84
7.	LICENSE GRANTS; EXCLUSIVITY			85
		7.1	Research and Development Licenses	85
		7.2	Commercialization License	88
		7.3	Right to Sublicense	88
		7.4	No Other Rights	89
		7.5	Exclusivity	89
8.	INTELLECTUAL PROPERTY RIGHTS			90
		8.1	ARCHEMIX Intellectual Property Rights	90
		8.2	ELAN Intellectual Property Rights	90
		8.3	Joint Technology Rights	90
		8.4	Patent Coordinators	91
		8.5	Inventorship	91
		8.6	Cooperation	91
9.	INTELLECTUAL PROPERTY			91
		9.1	Patent Filing, Prosecution and Maintenance	91
		9.2	Legal Actions	95
		9.3	Trademark and Copyright Ownership Prosecution, Defense and Enforcement	100
		9.4	Third Party Licenses	101
10.	TERM AND TERMINATION			101
		10.1	Term	101
		10.2	Termination	102
		10.3	Consequences of Termination of Agreement	103
11.	REPRESENTATIONS AND WARRANTIES			110
		11.1	Mutual Representations and Warranties	110
		11.2	Additional Representations of ARCHEMIX	110
		11.3	Acknowledgments of ELAN	111

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

ii 

		11.4	Acknowledgement of ARCHEMIX	112
12.	INDEMNIFICATION			112
		12.1	Indemnification of ELAN by ARCHEMIX	112
		12.2	Indemnification of ARCHEMIX by ELAN	113
		12.3	Indemnification of Gilead and UTC by ELAN	114
		12.4	Co-Developed Products	114
		12.5	Conditions to Indemnification	115
		12.6	Warranty Disclaimer	115
		12.7	Limited Liability	116
13.	MISCELLANEOUS			116
		13.1	Mediation	116
		13.2	Change of Control	116
		13.3	Notices	120
		13.4	Governing Law	121
		13.5	Binding Effect	121
		13.6	Headings	121
		13.7	Counterparts	121
		13.8	Amendment; Waiver	121
		13.9	No Third Party Beneficiaries	122
		13.10	Purposes and Scope	122
		13.11	Assignment and Successors	122
		13.12	Divestment Offer	122
		13.13	Force Majeure	123
		13.14	Interpretation	123
		13.15	Integration; Severability	124
		13.16	Equitable Relief	124
		13.17	HSR Filing	124

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

iii 

List of Exhibits and Schedules
Exhibit A	Annual Research Plan
Exhibit B	Annual Development Plan
Schedule 1	Program Targets
Schedule 2	Excluded Targets
Schedule 3	Licensed Patent Rights
Schedule 4	Calculation of Operating Income (Loss)
Schedule 5	Excluded Aptamers
Schedule 6	Clinical Candidate Selection Criteria
Schedule 7	Form of Press Release
Schedule 8	Regional Offices or Countries in which Patent Applications are to be Nationalized or Otherwise Prosecuted, Filed and Maintained
Schedule 9	Structure of ARC2350

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

iv 

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT

     This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of June 30, 2006, by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“ARCHEMIX”), and Elan Pharma International Limited, a private company limited by shares organized under the laws of Ireland with offices at Monksland, Athlone, County Westmeath, Ireland (“ELAN”). Each of ELAN and ARCHEMIX is sometimes referred to individually herein as a “Party” and are sometimes referred to collectively as the “Parties.”

     WHEREAS, ARCHEMIX has developed and controls certain technology, patent rights and proprietary materials related to (a) its proprietary IL-23 aptamers, (b) the identification and optimization of other aptamers using its proprietary SELEX™ process and SELEX™ technology, and (c) the use of such aptamers for treating, preventing or delaying onset or progression of human diseases or conditions; and

     WHEREAS, ELAN is engaged in the research, development and commercialization of human therapeutics; and

     WHEREAS, the Parties desire to enter into a collaboration for the purposes of (a) further developing and commercializing ARCHEMIX’ IL-23 aptamers and (b) identifying aptamers against targets that fulfill certain criteria, and developing and commercializing products derived from such aptamers for the prevention, treatment and delay of onset or progression of disease.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

     Whenever used in this Agreement with an initial capital letter, the terms defined in this Section 1, Schedule 4 and elsewhere throughout the Agreement shall have the meanings specified.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

     1.1 “AAA” means the American Arbitration Association.

     1.2 “Adverse Event” means any untoward, undesired or unplanned medical occurrence in a human clinical trial subject or a patient, which occurrence has a temporal relationship to administration of a Clinical Candidate or Product, whether or not considered related to the Clinical Candidate or Product, including, without limitation, any undesirable sign (including abnormal laboratory findings of clinical concern), symptom or disease that may be associated with the use of such Clinical Candidate or Product.

     1.3 “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means (a) ownership of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors in the case of a corporation, fifty percent (50%) or more of the equity interests in the case of any other type of legal entity, (b) status as a general partner in any partnership, or (c) any other arrangement whereby a Person controls or has the right to control the board of directors of a corporation or equivalent governing body of an entity.

     1.4 “[***] Agreement” means any transaction (including any partnership or strategic alliance) between ARCHEMIX and a Third Party for the purpose of licensing that Third Party or collaborating with that Third Party to identify, develop and commercialize therapeutic Aptamers against [***] for the treatment of [***] diseases, but excluding (a) any transaction with a Third Party involving any fee-for-service or sponsored research agreement or arrangement relating to performance of services (including manufacturing) or research by a Third Party solely for ARCHEMIX, or (b) any agreement or arrangement involving the payment to ARCHEMIX or any of its Affiliates of governmental research or grant funding or research or grant funding from a non-profit organization in the absence of a license, collaboration or similar agreement.

     1.5 “[***]” or “[***]” means the cleavage product of the [***] occurring predominantly as the [***], as described in [***].

     1.6 “Annual Development Plan” means, with respect to each Clinical Candidate and Contract Year, the written plan for the Development of such Clinical Candidate for such Contract

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

Year, as such written plan may be amended, modified or updated, as further described in section 4.3.

     1.7 “Annual Net Sales” means, with respect to any Calendar Year, the aggregate amount of the Net Sales during such Calendar Year.

     1.8 “Annual Research Plan” means the written plan describing the activities to be carried out by each Party during each Contract Year of the Research Program Term in conducting the Research Program pursuant to this Agreement, as prepared by the JPT and approved by the JMC, and as such written plan may be amended, modified or updated, as further described in Section 3.2.

     1.9 “Applicable Laws” means federal, state, local, national and supra-national laws, statutes, rules and regulations, including any rules, regulations or requirements of Regulatory Authorities, national securities exchanges or securities listing organizations, that are in effect from time to time during the Term and apply to a particular activity hereunder.

     1.10 “Aptamer” means (i) any naturally or non-naturally occurring oligonucleotide identified by ARCHEMIX through the SELEXÔ Process that binds with high specificity and affinity to a Target; and (ii) any oligonucleotide Derived from the oligonucleotide of (i) that has such high specifity and affinity.

     1.11 “Aptamer-Generic Patent Rights” means Patent Rights that cover only Aptamer-Generic Technology.

     1.12 “Aptamer-Generic Technology” means any Technology relating generally to aptamers, or their methods of use, that is not Program Aptamer Specific Technology.

     1.13 “ARCHEMIX Annual FTE Commitment” means the annual FTE commitment of ARCHEMIX to the Research Program, which shall equal [***] FTEs per Contract Year, unless otherwise agreed by the Parties.

     1.14 “ARCHEMIX Background Technology” means any Technology that is used by ARCHEMIX, or provided by ARCHEMIX for use, or that is otherwise necessary or useful in the performance of the Research Program, the Development or Co-Development of Lead Compounds, Clinical Candidates and/or the Commercialization of Products that is (a) Controlled by

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

ARCHEMIX as of the Effective Date or (b) Made by employees of, or consultants to, ARCHEMIX after the Effective Date other than in the conduct of ARCHEMIX Research Activities or ARCHEMIX Development Activities and without the use in a material respect of any ELAN Technology, ELAN Materials, ELAN Patent Rights, ELAN Product Patent Rights, ELAN Product Technology or Program Technology. For purposes of clarity, ARCHEMIX Background Technology (a) shall include the SELEX™ Process and SELEX™ Technology and (b) shall not include, and shall not be included in, ARCHEMIX Program Technology or ARCHEMIX’ interest in Joint Technology.

     1.15 “ARCHEMIX Co-Development Percentage” means a whole number percentage less than or equal to [***] percent ([***]%) and greater than or equal to [***] percent ([***]%) specified by ARCHEMIX pursuant to Sections 4.11.1 and 4.11.2.

     1.16 “ARCHEMIX Decision” means a decision with respect to the following issues: (a) how to perform the [***] against [***] identified for inclusion in the Research Program in accordance with Section 3.5.1; (b) the expansion, [***], of the number of FTEs to be provided by ARCHEMIX under the Research Program in any Contract Year beyond the ARCHEMIX Annual FTE Commitment (including without limitation, the application of additional ARCHEMIX FTEs beyond the ARCHEMIX Annual FTE Commitment to the [***]); (c) any activity requiring ARCHEMIX to apply significantly (i.e., at least [***]%) more resources (other than FTEs) to the Research Program than are specified by the Annual Research Plan; (d) to incur any [***] except as provided in Section 3.3.5; (e) whether ELAN has nominated as a Program Target a Target that ARCHEMIX determines in good faith, after consultation with, and, if requested by ELAN, obtaining a letter from, ARCHEMIX’ outside counsel (which counsel shall be of nationally recognized reputation in the life sciences field) confirming such determination, that an executed written agreement between ARCHEMIX and a Third Party prohibits ARCHEMIX from allowing ELAN to designate such Target as a Program Target; provided, that, to the extent permitted by any such agreement, ARCHEMIX shall provide ELAN with a redacted copy of such agreement which shall include those provisions that are reasonably relevant to such determination, subject to the confidentiality obligations hereunder; and (f) whether ARCHEMIX should [***] obtain a license to a Blocking Third Party Patent or any other Third Party Patent Rights. Notwithstanding

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

the foregoing, the characterization of the matters described in Section 1.16(b) above as an ARCHEMIX Decision shall not affect the agreement of ARCHEMIX to reasonably consider in good faith using its commercially reasonable discretion any requests of ELAN to increase the number of ARCHEMIX FTEs to be provided in the Research Program beyond the ARCHEMIX Annual FTE Commitment or to increase other resources to be utilized by ARCHEMIX in the Research Program.

     1.17 “ARCHEMIX Development Activities” means all Development or Co-Development activities specified to be conducted by ARCHEMIX in any Annual Development Plan (or amendment thereto) and approved by ARCHEMIX’ representatives on the JMC.

     1.18 “ARCHEMIX Field” means the use of Aptamers for all therapeutic purposes and applications.

     1.19 “ARCHEMIX-Gilead License Agreement” means the License Agreement between Gilead Sciences, Inc. and ARCHEMIX dated October 21, 2001, and any amendments thereto.

     1.20 “ARCHEMIX Materials” means any Proprietary Materials that are Controlled by ARCHEMIX and used by ARCHEMIX, or provided by ARCHEMIX for use, in the Research Program, the Development Program and/or any other activities conducted hereunder, and that are not Joint Technology or Program Technology. For purposes of clarity, ARCHEMIX Materials shall include all Aptamers Controlled by ARCHEMIX and provided by ARCHEMIX for use in the Research Program and/or for the Development of Clinical Candidates that are not Joint Technology or Program Technology.

     1.21 “ARCHEMIX Patent Rights” means any Patent Rights Controlled by ARCHEMIX that contain one or more claims that cover ARCHEMIX Technology.

     1.22 “ARCHEMIX Program Technology” means any Program Technology that (a) is not ELAN Product Technology or Joint Technology, (b) is Made by or through employees of, or consultants to, ARCHEMIX, alone or with a Third Party, and (c) does not use in a material respect or benefit in a material respect from any ELAN Technology, ELAN Product Technology, ELAN Product Patent Rights, ELAN Materials, ELAN Patent Rights or Joint Technology.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

     1.23 “ARCHEMIX Research Activities” means all activities specified to be conducted by ARCHEMIX in any Annual Research Plan (or amendment thereto) that are (a) approved by the JMC and (b) to the extent involving matters that are ARCHEMIX Decisions, approved by ARCHEMIX in accordance with Section 2.1.5.

     1.24 “ARCHEMIX-SomaLogic Agreement” means the License Agreement by and between ARCHEMIX and SomaLogic, Inc. dated as of September 4, 2003, and any amendments thereto.

     1.25 “ARCHEMIX Technology” means, collectively, ARCHEMIX Background Technology and ARCHEMIX Program Technology.

     1.26 “Calendar Year” means each successive period of twelve (12) months commencing on January 1 and ending on December 31.

     1.27 “Change of Control” means, with respect to a Party, (a) a merger, consolidation, share exchange or other similar transaction involving such Party and any Third Party which results in the holders of the outstanding voting securities of such Party immediately prior to such merger, consolidation, share exchange or other similar transaction ceasing to hold more than fifty percent (50%) of the combined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange or other similar transaction, (b) any transaction or series of related transactions (other than an investment transaction by an entity not engaged in the pharmaceutical or biotechnology business, the purpose of which is to raise capital for a Party) in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party, or (c) the sale or other transfer to a Third Party of all or substantially all of such Party’s assets which relate to this Agreement.

     1.28 “Clinical Candidate Selection Criteria” or “CCSC” means the guideline criteria for selecting Lead Compounds that are sufficiently promising to warrant further Development as Clinical Candidates (a) as set forth in Schedule 7 attached hereto for IL-23, and (b) as such Schedule 7 shall be amended from time to time by the JMC with respect to the other Program Targets listed on Schedule 1 as of the Effective Date and/or to any other Program Target

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

to be included in the Research Program, which amendment shall occur before any activities with respect to such Program Target are initiated, in any material respect, in the Research Program.

     1.29 “Co-Developed Product” means a Psoriatic Diseases Co-Developed Product and/or a Non-Parenteral Co-Developed Product.

     1.30 “Co-Development” means Development of a Co-Developed Product after ARCHEMIX’ exercise of a Co-Development Option as described in Section 4.11.1.

     1.31 “Co-Development Territory” means any or all of: (a) the United States of America and its territories and possessions; (b) all countries that comprise the European Union; and/or (c) all countries other than those described in (a) or (b).

     1.32 “Collaboration” means the alliance of ARCHEMIX and ELAN established pursuant to this Agreement for the purposes of identifying, researching and Developing Collaboration Aptamers and Commercializing Products in the Territory.

     1.33 “Collaboration Aptamer” means any or all of IL-23 Aptamers, Development Leads, Collaboration Compounds, Program Aptamers, Patented Aptamers, Lead Compounds, Clinical Candidates and/or Products.

     1.34 “Collaboration Compound” means any Program Aptamer that binds a Program Target other than IL-23 that is identified by performing the SELEX™ Process against a Program Target other than IL-23 in the conduct of the Research Program or any Aptamer Derived therefrom that binds a Program Target other than IL-23.

     1.35 “Collaboration Product” means any pharmaceutical or medicinal item, substance or formulation that contains, incorporates or comprises a Collaboration Compound or any Aptamer Derived therefrom that binds a Program Target other than IL-23.

     1.36 “Combination Product” means a combination or bundled product that is sold together in a single package or as a unit at a single price by a Party, its Affiliate or Sublicensee and that includes: (a) a Product; and (b) a Supplemental Product that is not within the Licensed Patent Rights, where both the Product and the Supplemental Product are required to treat the intended Indication and/or to achieve the intended use or effect.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

     1.37 “Commercialization” means any and all activities related to the offering for sale and/or sale of a Product after Commercialization Regulatory Approval has been obtained, including but not limited to activities related to marketing, manufacturing for commercial distribution, educating providers and consumers, contracting, pharmacoeconomics studies, payer reimbursement, promoting, detailing, distributing, importing, conducting post-marketing human clinical studies and interacting with Regulatory Authorities regarding the foregoing. When used as a verb, to “Commercialize” or “Commercializing” means to engage in Commercialization and “Commercialized” has a corresponding meaning.

     1.38 “Commercially Reasonable Efforts” means (a) with respect to activities of ARCHEMIX in the Research Program, or, with respect to the conduct of ARCHEMIX Development Activities, or the Commercialization of Co-Developed Products, if any, the efforts and resources comparable to those undertaken by ARCHEMIX in pursuing the research, discovery, development and intellectual property protection of proprietary materials and the development of product candidates and commercialization of products, as applicable, that are not subject to the Collaboration and that are at an equivalent stage of development or commercialization and have similar market potential and are at a similar stage in their lifecycle, and (b) with respect to activities of ELAN in the Research Program, the Development of a particular Clinical Candidate or the Commercialization of a particular Product, the efforts and resources comparable to those undertaken by ELAN in pursuing intellectual property protection and development of product candidates and commercialization of products, as applicable, that are not subject to the Collaboration and that are at an equivalent stage of development or commercialization and have similar market potential and are at a similar stage in their lifecycle. For purposes of both (a) and (b) above, all relevant factors as measured by the facts and circumstances at the time such efforts are due shall be taken into account, including, as applicable D and without limitation, mechanism of action; efficacy and safety; product profile; actual or anticipated Regulatory Authority approved labeling; the nature and extent of market exclusivity (including patent coverage, proprietary position and regulatory exclusivity; cost, time required for and likelihood of obtaining Commercialization Regulatory Approval; competitiveness of

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

alternative products and market conditions; actual or projected profitability and availability of capacity to manufacture and supply for commercial sale).

     1.39 “Commercialization Regulatory Approval” means, with respect to any Product, the Regulatory Approval required by Applicable Laws to sell such Product in a country or region. “Commercialization Regulatory Approval” shall include, without limitation, the approval of any Drug Approval Application. For purposes of clarity, “Commercialization Regulatory Approval” in the United States shall mean final approval of an NDA for a first Indication or sNDA for a second or later Indication permitting marketing of the applicable Product in interstate commerce in the United States. “Commercialization Regulatory Approval” in the European Union shall mean marketing authorization for the applicable Product pursuant to Council Directive 2001/83/EC, as amended, or Council Regulation 2309/93/EEC, as amended; and “Commercialization Regulatory Approval” in Japan shall mean final approval of an application submitted to the Ministry of Health, Labor and Welfare and the publication of a New Drug Approval Information Package permitting marketing of the applicable Product in Japan, as any of the foregoing may be amended from time to time.

     1.40 “Competitive Entity” means any Third Party in the top [***] ([***]) companies ranked by [***] in the most recently completed Calendar Year for which such ranking is readily available from an unaffiliated Third Party.

     1.41 “Competitive Program” means any research, development or commercialization activity that involves an aptamer that targets a Program Target.

     1.42 “Confidential Information” means (a) with respect to ARCHEMIX, all embodiments of ARCHEMIX Technology and ARCHEMIX shall be deemed the “disclosing party” and ELAN the “receiving party” with respect thereto; (b) with respect to ELAN, all embodiments of ELAN Technology and/or ELAN Product Technology and ELAN shall be deemed the “disclosing party” and ARCHEMIX the “receiving party” with respect thereto; and (c) with respect to each Party, each of which shall be deemed both the “disclosing party” and “receiving party” with respect thereto, (i) all embodiments of Joint Technology, (ii) all information, Technology and Proprietary Materials, to the extent not described in (a) or (b), disclosed or provided by or on behalf of such Party (the “disclosing Party”) to the other Party (the

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

“receiving Party”) or to any of the receiving party’s employees, consultants, Affiliates or Sublicensees, (iii) the terms of this Agreement and (iv) all Technology generated hereunder in connection with the Research Program, the Development (including the Co-Development) of Clinical Candidates, and the Commercialization of Products; provided that none of the foregoing shall be Confidential Information if: (A) as of the date of disclosure, it is known to the receiving Party or its Affiliates, as demonstrated by credible written documentation, other than by virtue of a prior confidential disclosure by or on behalf of the other Party; (B) as of the date of disclosure it is in the public domain, or it subsequently enters the public domain through no unauthorized disclosure and no fault of the receiving Party; (C) it is obtained by the receiving Party from a Third Party having a lawful right to make such disclosure free from any obligation of confidentiality to the other Party; or (D) it is independently developed by or for the receiving Party without benefit from, reference to or use of any Confidential Information of the other Party as demonstrated by credible written documentation. For purposes of clarity, unless excluded from Confidential Information pursuant to the proviso at the end of the preceding sentence or otherwise allocated to one or both of the Parties pursuant to (a), (b) or (c) above, (1) any scientific, technical or financial information Controlled, as between the Parties, solely by one Party and disclosed at any meeting of the JMC or JPT, or disclosed through an audit or other report under this Agreement, shall constitute Confidential Information of the Controlling Party, and (2) any data, documentation or other information regarding an Amyloid Beta Agreement disclosed by or on behalf of ARCHEMIX pursuant to Section 4.10.2 shall constitute Confidential Information of ARCHEMIX.

     1.43 “Contract Year” means (a) the period beginning on the Effective Date and ending on the first anniversary of the last day of the calendar month in which the Effective Date falls and (b) each succeeding twelve (12) month period thereafter.

     1.44 “Control” or “Controlled” means (a) with respect to Technology or Patent Rights, the possession by a Party of the right to grant a license or sublicense to such Technology or Patent Rights as provided herein without the payment of additional consideration to, and without violating the terms of any agreement or arrangement with, any Third Party and without violating any Applicable Laws and (b) with respect to Proprietary Materials, the possession by a

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

Party of the right to supply such Proprietary Materials to the other Party as provided herein without the payment of additional consideration to, and without violating the terms of any agreement or arrangement with, any Third Party and without violating any Applicable Laws.

     1.45 “Derived” means identified, obtained, developed, created, synthesized, generated, designed or resulting from; based upon; containing or incorporating; conjugated to or complexed with (whether directly or indirectly, or in whole or in part).

     1.46 “Development” or “Develop” means all pre-clinical and clinical activities performed to obtain Regulatory Approval of a product up to and including the obtaining of Commercialization Regulatory Approval of such product. For purposes of clarity, these activities include, without limitation, test method development and stability testing, regulatory toxicology studies, formulation, process development, manufacturing, manufacturing scale-up, development-stage manufacturing, quality assurance/quality control development, statistical analysis and report writing, clinical trial design and operations, preparing and filing Drug Approval Applications, and all regulatory affairs related to the foregoing. When used as a verb, “Developing” means to engage in Development and “Developed” has a corresponding meaning.

     1.47 “Development Costs” means the reasonable out-of-pocket costs and internal costs incurred by a Party (or for its account by an Affiliate or a Third Party) consistent with the respective Development activities of such Party as set forth in the Annual Development Plan or as mutually agreed by the Parties, and specifically attributable to Development or Co-Development of a Development Lead, Clinical Candidate or Product. For purposes of this definition (a) out-of-pocket costs means the actual amounts paid to a Third Party for specific external Development or Co-Development activities applicable to a Development Lead, Clinical Candidate or Product, including, without limitation, Manufacturing Costs and all filing fees required for and other costs associated with, any Regulatory Filings; (b) internal costs means the applicable FTE Rate multiplied by the number of FTE hours utilized in the relevant period on activities directly relating to the Development or Co-Development of a Development Lead, Clinical Candidate or Product in accordance with the Annual Development Plan or as mutually agreed by the Parties; and (c) the reasonable out-of-pocket and internal costs of obtaining Development Leads, Clinical Candidates or Products for use in the activities in clause (a), including without limitation internal

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Manufacturing Costs. For the avoidance of doubt, Development Costs shall include the costs incurred by either Party in conducting clinical trials with respect to a Development Lead, Clinical Candidate or Product.

     1.48 “Development Lead” means [***] (a) [***] the [***]and (b) [***] in [***] by [***] for the [***] of [***].

     1.49 “Development Program” means, with respect to each Clinical Candidate, the Development activities to be conducted during the Term with respect to such Development Lead or Clinical Candidate pursuant to the Annual Development Plan, with the objective of developing such Development Lead or Clinical Candidate into a Product.

     1.50 “Diagnosis” means (a) the determination or monitoring of (i) the presence or absence of a disease, (ii) the stage, progression or severity of a disease or (iii) the effect on a disease of a particular treatment; and/or (b) the selection of patients for a particular treatment with respect to a disease. For purposes of clarity, the term Diagnosis shall not include the delay of onset or progression of, or treatment or prevention of, an Indication.

     1.51 “Diagnostic Product” means In Vitro Diagnostics, In Vivo Diagnostic Agents and any product used for Diagnosis.

     1.52 “Diligence Indication” means (i) for IL-23 Aptamers, each of Crohn’s Disease, multiple sclerosis, psoriasis and rheumatoid arthritis, and (ii) for Collaboration Compounds other than IL-23 Aptamers, any single Indication.

     1.53 “Drug Approval Application” means, with respect to a Product in a particular country or region, an application for Commercialization Regulatory Approval for such Product in such country or region, including without limitation: (a) an NDA or sNDA; (b) a counterpart of an NDA or sNDA in any country or region in the Territory; and (c) all supplements and amendments to any of the foregoing.

     1.54 “Early Stage Development Costs” means, with respect to a Co-Developed Product, all Development Costs incurred by ELAN with respect to such Co-Developed Product during the period commencing on the date of designation by ELAN of the Development Lead or Clinical Candidate from which such Co-Developed Product was Derived, or constituting such Co-

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Developed Product, and continuing up to the date that the Parties begin Co-Developing that Co-Developed Product.

     1.55 “ELAN Background Technology” means any Technology that is used by ELAN, or provided by ELAN for use, or that is otherwise necessary or useful in the performance of the Research Program, the Development or Co-Development of Lead Compounds or Clinical Candidates and/or the Commercialization of Products that is (a) Controlled by ELAN as of the Effective Date or (b) Made by employees of, or consultants to, ELAN after the Effective Date other than in the conduct of ELAN Research Activities or ELAN Development Activities and without the use in a material respect of any ARCHEMIX Technology, ARCHEMIX Patent Rights, ARCHEMIX Materials or Program Technology. For purposes of clarity, ELAN Background Technology (a) shall not include, and shall not be included in, ELAN Program Technology, ELAN Product Technology or ELAN’s interest in Joint Technology.

     1.56 “ELAN Decision” means any decision with respect to the following issues: (a) subject to Section 3.5.1(b), the replacement of any Program Target with another Target; (b) the nomination of an IL-23 Aptamer or a Collaboration Compound as a Lead Compound; (c) the nomination of a Lead Compound as a Clinical Candidate; (d) the [***] of [***] to be [***] in [***] to the [***]; (e) the use or application by ELAN of [***] and/or [***] and [***] in the conduct of the Research Program and/or the Development of Clinical Candidates; and (f) whether ELAN should [***] obtain a license to a Blocking Third Party Patent or any other Third Party Patent Rights.

     1.57 “ELAN Development Activities” means all Development activities specified to be conducted by ELAN in any Annual Development Plan (or amendment thereto).

     1.58 “ELAN Materials” means any Proprietary Materials that are Controlled by ELAN and used by ELAN, or provided by ELAN for use, in the Research Program, the Development Program and/or any other activities conducted hereunder, and that are not Joint Technology or Program Technology.

     1.59 “ELAN Patent Rights” means any Patent Rights Controlled by ELAN that contain one or more claims that cover ELAN Technology.

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     1.60 “ELAN Product Patent Rights” means any Patent Rights that contain one or more claims that cover ELAN Product Technology.

     1.61 “ELAN Product Technology” means any Technology that is Made by employees of, or consultants to, ELAN, alone or jointly with any other entity (including ARCHEMIX) in the course of Development (but not Co-Development) of Development Leads and Clinical Candidates and/or Commercialization of Products other than Co-Developed Products; provided however, that any Technology that relates to the conduct of the SELEX™ Process or the use of the SELEX™ Technology shall not be considered to be ELAN Product Technology. For purposes of clarity, ELAN Product Technology shall not be included in Joint Technology.

     1.62 “ELAN Program Technology” means any Program Technology that (a) is not ELAN Product Technology or Joint Technology; (b) is Made by or through employees of, or consultants to, ELAN, alone or with any Third Party; and (c) does not use in a material respect or benefit in a material respect from any ARCHEMIX Technology, ARCHEMIX Materials, ARCHEMIX Patent Rights or Joint Technology.

     1.63 “ELAN Research Activities” means (a) all activities specified to be conducted by ELAN in any Annual Research Plan (or amendment thereto) that are (i) approved by the JMC and (ii) to the extent involving matters that are ELAN Decisions, approved by ELAN in accordance with Section 2.1.5, and (b) all research activities conducted by ELAN with respect to any Development Leads, Lead Compounds and Clinical Candidates undergoing Development and Products undergoing Commercialization.

     1.64 “ELAN Technology” means, collectively, ELAN Background Technology and ELAN Program Technology.

     1.65 “Enriched Pool” means a pool of oligonucleotides used to perform the SELEX™ Process against a Program Target in the performance of the Research Program that (a) has undergone [***] or more [***] of [***] and (b) wherein, using an [***] with [***] of [***] (i.e., [***] and [***] of the applicable Program Target, at least [***]% of the input pool of [***] is [***] in the assay by the Program Target and the [***] fraction of the [***] pool is at least [***] to the [***] fraction for [***] (i.e., [***]) pool of [***].

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     1.66 “Effective Date” means the date first set forth above.

     1.67 “Excepted Decision” means any of the following decisions requiring the unanimous approval of all members of the JMC: (a) any decision as to whether a milestone has been achieved under this Agreement for which a milestone payment is payable; (b) any Significant Co-Development Decision made [***] Phase III Clinical Trials with respect to the Co-Development of a [***] in a [***]; and (c) any disagreement between the Parties on the appropriate method of determining royalties for a Combination Product in accordance with Section 5.4.1(f).

     1.68 “Excluded Aptamer” means any Aptamer listed on Schedule 5.

     1.69 “Excluded Target” means any Target listed on Schedule 2.

     1.70 “Failed Target” means any Program Target or proposed Program Target as to which the JPT concludes and the JMC agrees that, after using Commercially Reasonable Efforts to identify Aptamers, or based on prior activities of ARCHEMIX, [***] is unable or unlikely to identify [***] against such Program Target.

     1.71 “FDA” means the United States Food and Drug Administration or any successor agency or authority thereto.

     1.72 “FDCA” means the United States Federal Food, Drug, and Cosmetic Act, as amended.

     1.73 “First Commercial Sale” means, with respect to a Product in a country in the Territory, the first sale, transfer or disposition for value to an end-user of such Product in such country.

     1.74 “Force Majeure” means any occurrence beyond the reasonable control of a Party that (a) prevents or substantially interferes with the performance by such Party of any of its obligations hereunder and (b) occurs by reason of any act of God, flood, fire, explosion, earthquake, strike, lockout, labor dispute, casualty or accident, or war, revolution, civil commotion, act of terrorism, blockage or embargo, or any injunction, law, order, proclamation,

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative of any such government, to the extent and for the duration of such occurrence.

     1.75 “FTE” shall mean [***] hours of work devoted to or in support of the ARCHEMIX Research Activities or the ARCHEMIX Development Activities that is carried out by one or more employees, contract personnel or consultants of ARCHEMIX, measured in accordance with ARCHEMIX’ time allocation practices from time to time.

     1.76 “FTE Cost” means, for any period, the FTE Rate multiplied by the applicable number of FTEs in such period.

     1.77 “FTE Rate” means [***] Dollars (US $[***]); provided that on January 1 of each Calendar Year in the Term, commencing with January 1, 2007, the FTE Rate will be [***] by multiplying the FTE Rate applicable on December 31 of the immediately preceding Calendar Year by [***], where [***] is the Consumer Price Index for All Urban Consumers in the Boston Metropolitan Area published by the Bureau of Labor Statistics of the United States Department of Labor for [***] in the immediately preceding [***] and [***] is the Consumer Price Index for All Urban Consumers in the Boston Metropolitan Area published by the Bureau of Labor Statistics of the United States Department of Labor (i) for the [***] the Effective Date for the period commencing on the Effective Date and continuing until the [***] of the [***] ended [***] and (ii) for each [***] thereafter, for the [***] in the immediately preceding [***] (e.g. in [***] is [***] as at [***] and [***] is [***] as at [***]). Any such [***] shall be rounded to the nearest [***] US Dollars ($[***]).

     1.78 “Fully-Exercised Co-Developed Product” means any Co-Developed Product with respect to which the ARCHEMIX Co-Development Percentage is [***] percent ([***]%).

     1.79 “GAAP” means United States generally accepted accounting principles, consistently applied.

     1.80 “Hatch-Waxman Act” means the Drug Price Competition and Patent Term Restoration Act of 1984, as amended.

     1.81 “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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     1.82 “IL-23” means the Program Target designated and defined as IL-23 on Schedule 1 attached hereto.

     1.83 “IL-23 Aptamer” means (a) any Program Aptamer that binds IL-23 that is identified by performing the SELEX™ Process against IL-23 in the conduct of the Research Program or any Aptamer Derived therefrom that binds IL-23, and/or (b) any Aptamer that binds IL-23 that is covered by one or more of the claims of the IL-23 Patent Applications or any Aptamer that binds IL-23 Derived therefrom. For purposes of clarity, IL-23 Aptamers include, without limitation, ARC2350 and all IL-23 Back-Up Compounds.

     1.84 “IL-23 Back_Up Compounds” means all IL-23 Aptamers other than ARC2350.

     1.85 “IL-23 Patent Applications” means (a) the following patent applications: (i) United States Patent Application Serial No. 11/075649; (ii) PCT Patent Application Serial No. US2005/007666; and (iii) United States Patent Application Serial No. 11/234676 and (b) all applications, substitutions, continuations, continuations-in-part, divisions, renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof, and all foreign counterparts of any of the foregoing.

     1.86 “IL-23 Product” means any pharmaceutical or medicinal item, substance or formulation that contains, incorporates or comprises an IL-23 Aptamer or an Aptamer Derived therefrom that binds specifically to IL-23.

     1.87 “IND” means: (a) an Investigational New Drug Application as defined in the FDCA and regulations promulgated thereunder or any successor application or procedure required to initiate clinical testing of a Clinical Candidate in humans in the United States; (b) a counterpart of an Investigational New Drug Application that is required in any other country or region in the Territory before beginning clinical testing of a Clinical Candidate in humans in such country or region; and (c) all supplements and amendments to any of the foregoing.

     1.88 “IND Acceptance” means, with respect to an IND, the earlier of the receipt of notification of acceptance of such IND from the FDA or the expiration of thirty (30) days from the date of filing of such IND with the FDA.

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     1.89 “Indication” means any human disease or condition which can be treated, prevented, cured or the onset or progression of which can be delayed and which would require the filing of a separate NDA or sNDA to obtain Commercialization Regulatory Approval for such disease or condition.

     1.90 “Initiation” means, with respect to a human clinical trial, the first date that a subject or patient is dosed in such clinical trial.

     1.91 “In Vitro Diagnostics” means the use of the SELEX™ Process or Aptamers or PhotoAptamers identified through the use of the SELEX™ Process in the assay, testing or determination, outside of a living organism, of a substance in a test material. In Vitro Diagnostics shall include, among other things, the use of the SELEX™ Process or Aptamers or PhotoAptamers identified through the use of the SELEX™ Process in the assay, testing or determination: (a) outside of a living organism, (i) of a human substance in a test material, often to identify or follow the progression of a disease or disorder, or to select a patient for treatment; (ii) of a plant substance, animal substance or other substance in a test material, often to identify or follow the progression of a disease, process, or disorder in a human or non-human organism; and (iii) of environmental substances (as in water quality testing); and (b) of a substance on a test material such as cells (as in FACS analysis or other measurements of pathogens within biological samples).

     1.92 “In Vivo Diagnostic Agent” means any product containing one or more Aptamers that is used for any human in vivo diagnostic purpose related to (inter alia) the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state.

     1.93 “Joint Management Committee” or “JMC” means the committee composed of ARCHEMIX and ELAN representatives established pursuant to Section 2.1.

     1.94 “Joint Patent Rights” means Patent Rights that contain one or more claims that cover Joint Technology.

     1.95 “Joint Project Team” or “JPT” means the committee composed of ARCHEMIX and ELAN representatives established pursuant to Section 2.2.

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     1.96 “Joint Technology” means (a) any Program Technology that is (i) jointly Made by employees of, or consultants to, ELAN and employees of, or consultants to, ARCHEMIX in the performance of the Research Program, or (ii) Made solely by employees of, or consultants to, either Party with the use in a material respect of any Technology, Patent Rights or Proprietary Materials Controlled by the other Party or any other Joint Technology; (b) any Program Aptamer; (c) any Patented Aptamer; and (d) any Program Technology that relates to Pegylation. For purposes of clarity, (i) any Program Technology that relates to the conduct of the SELEX™ Process or the use of the SELEX™ Technology shall not be considered to be Joint Technology, and (ii) Joint Technology shall not include any IL-23 Aptamers Made by ARCHEMIX as of the Effective Date, and any Product Derived from any such IL-23 Aptamers without the use in a material respect of any Technology, Patent Rights or Proprietary Materials Controlled by ELAN.

     1.97 “Knowledge” means, with respect to a Party, the actual knowledge of the chief executive officer or any vice president of such Party.

     1.98 “Lead Selection Criteria” or “LSC” means the guideline criteria for selecting Collaboration Compounds or IL-23 Aptamers that are sufficiently promising to warrant further research as a Lead Compound, such criteria to be set forth in the Annual Research Plan with respect to the Program Targets listed on Schedule 1 as of the Effective Date and/or to any other Program Target to be included in the Research Program before any activities with respect to such Program Target are initiated in the Research Program. For purposes of clarity, the LSC for a Program Target shall include, at a minimum, binding affinity, specificity, activity and size criteria but shall not include animal efficacy, animal toxicology, process development or cost of goods criteria.

     1.99 “Licensed Patent Rights” means any ARCHEMIX Patent Rights and ARCHEMIX’ interest in Joint Patent Rights that (a) contain one or more claims that cover any Collaboration Aptamer, including its manufacture or its formulation or a method of its delivery or of its use, or (b) claim inventions that are necessary for ELAN to exercise the licenses granted to it pursuant to Sections 7.1.1 and 7.2.1 under the Licensed Patent Rights described in subsection (a). For purposes of clarity, (a) the Licensed Patent Rights shall exclude any Patent Rights that relate to the conduct of the SELEX™ Process and/or the use of the SELEX™ Technology; (b) the

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Licensed Patent Rights as of the Effective Date include without limitation the Patent Rights listed on Schedule 3 attached hereto; and (c) ARCHEMIX shall update Schedule 3 not less than annually during the Term to add any additional Patent Rights that become Licensed Patent Rights.

     1.100 “Licensed Technology” means any ARCHEMIX Technology and ARCHEMIX’ interest in Joint Technology that (a) relates to any Collaboration Aptamer, including its manufacture or its formulation or a method of its delivery or of its use or (b) is necessary for ELAN to exercise the licenses granted to it pursuant to Section 7.1.1 and 7.2.1 under the Licensed Technology described in subsection (a).

     1.101 “Made” means (a) with respect to patentable Technology, discovered, conceived or first reduced to practice, whether actively or constructively, and (b) with respect to all other Technology, first generated, identified, synthesized or developed.

     1.102 “Major Market Country” means [***] of the [***] and [***]For [***] of [***] the[***] and [***]

     1.103 “NDA” means a New Drug Application, as defined in the FDCA and regulations promulgated thereunder or any successor application or procedure required to sell a Product in the United States.

     1.104 “Net Sales” means the gross amount billed or invoiced by ELAN or any of its Affiliates or Sublicensees to Third Parties throughout the Territory for sales or other dispositions or transfers for value of Products less (i) allowances for normal and customary trade (including those granted in core distribution agreements and inventory management agreements), quantity and cash discounts actually allowed and taken, (ii) transportation, insurance and postage charges, if paid by ELAN or any Affiliate or Sublicensee of ELAN and included on any such entity’s bill or invoice as a separate item, (iii) credits, chargebacks, rebates, returns pursuant to agreements (including, without limitation, managed care agreements) or government regulations, to the extent actually allowed, and (iv) any tax, tariff, customs duty, excise or other duty or other governmental charge (other than a tax on income) levied on the sale, transportation or delivery of Product and actually paid by ELAN, or any of its Affiliates or Sublicensees. In addition, Net Sales are subject to the following:

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          (a) If ELAN or any of its Affiliates or Sublicensees effects a sale, disposition or transfer of a Product to a customer in a particular country other than on customary commercial terms or as part of a package of products and services (but not in a Combination Product), the Net Sales of such Product to such customer shall be deemed to be “the fair market value” of such Product. For purposes of this subsection (a), “fair market value” shall mean the value that would have been derived had such Product been sold as a separate product to another customer in the country concerned on customary commercial terms.

          (b) In the case of pharmacy incentive programs, hospital performance incentive program chargebacks, disease management programs, similar programs or discounts on “bundles” of products, all discounts and the like shall be allocated among products on the basis on which such discounts and the like were actually granted or, if such basis cannot be determined, in proportion to the respective list prices of such products.

          (c) For purposes of clarity, use of any Product in clinical trials, pre-clinical studies or other research or development activities, or disposal or transfer of Products for a bona fide charitable purpose or purposes of a commercially reasonable sampling program shall not give rise to any Net Sales.

     1.105 “Non-Parenteral” means all methods of administering a therapeutic substance or medication to a patient that do not involve puncture of the skin or any active delivery through the skin through the use of a device.

     1.106 “Non-Parenteral Co-Development Option” means any Co-Development Option for an IL-23 Product intended to treat any Indication in a Non-Parenteral formulation.

     1.107 “Non-Parenteral Co-Developed Product” means any (a) IL-23 Product or (b) IL-23 Aptamer in Development as a Development Lead or a Clinical Candidate, in either case that is intended to treat any Indication in a Non-Parenteral formulation and as to which ARCHEMIX has exercised the Non-Parenteral Co-Development Option.

     1.108 “Non-Parenteral Option Termination Date” means, with respect to each potential IL-23 Product Developed to treat any Indication in a Non-Parenteral formulation, the

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date estimated in good faith by ELAN to be [***] days before the date of Initiation of the initial Phase II Clinical Trial with respect to such potential IL-23 Product.

     1.109 “Operating Income (Loss)” has the meaning set forth on Schedule 4 attached hereto.

     1.110 “Option Termination Date” means a Psoriatic Diseases Option Termination Date or a Non-Parenteral Option Termination Date.

     1.111 “Patent Rights” means issued patents and pending patent applications (which, for purposes of this Agreement, include certificates of invention, applications for certificates of invention and priority rights) in any country or region, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof, and all foreign counterparts of any of the foregoing.

     1.112 “Patented Aptamer” means any Aptamer claimed in or covered by Program Aptamer-Specific Patent Rights.

     1.113 “Pegylation” means Technology relating to the covalent or non-covalent linking of any polyalkylene oxide and/or polyalkylene ether moiety (including but not limited to polyethylene glycol and polypropylene glycol) to another compound, such as an Aptamer.

     1.114 “Permitted Screening Activities” means, [***] to any [***]any [***] ARCHEMIX [***] to such [***] for [***] for [***] for the [***] of [***] Aptamers [***] to a [***] a [***]; provided, however, [***] of a [***] as a [***] be a [***] if and only if (a) [***] with [***] (i.e., [***] into a [***] ARCHEMIX [***] of any [***] or [***] as [***] under this [***] or if ARCHEMIX [***] ARCHEMIX [***] under this [***] or (b) [***] is no [***], ARCHEMIX [***] ELAN, [***] or [***] in the [***] ELAN, [***] as a[***] for such [***]

     1.115 “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or political subdivision, department or agency of a government.

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     1.116 “Phase I Clinical Trial” means a clinical trial conducted in accordance with a protocol approved by the JMC, in healthy humans or patients, which clinical trial is designed to establish the safety, drug-drug interactions and/or pharmacokinetics of an investigational drug given its intended use, and to support continued testing of such drug in Phase II Clinical Trials.

     1.117 “Phase II Clinical Trial” means a clinical trial conducted in patients with a particular disease or condition in accordance with a protocol approved by the JMC, which clinical trial is designed to establish the safety, appropriate dosage and pharmacological activity of an investigational drug given its intended use, and to initially explore its efficacy for such disease or condition.

     1.118 “Phase III Clinical Trial” means a pivotal clinical trial conducted in patients with a particular disease or condition in accordance with a protocol approved by the JMC, which clinical trial is designed to ascertain efficacy and safety of an investigational drug for its intended use and to define warnings, precautions and Adverse Events that are associated with the Clinical Candidate in the dosage range intended to be prescribed, with the purpose of preparing and submitting applications for Regulatory Approval or label expansion to the pertinent Regulatory Authority in any country.

     1.119 “Product” means any IL-23 Product and/or any Collaboration Product.

     1.120 “Product Commercialization Plan” means, with respect to each Product, the written plan for the Commercialization of such Product in the Territory (including, without limitation, expected manufacturing scale-up, manufacture, formulation and filling requirements for such Product and a detailed strategy, budget and proposed timelines), as such plan may be amended or updated.

     1.121 “Product Trademarks” means any trademark or trade name, whether or not registered, or any trademark application or renewal, extension or modification thereof, in the Territory, or any trade dress and packaging, in each case (a) that are applied to or used with any Product by ELAN and (b) together with all goodwill associated therewith and promotional materials relating thereto.

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     1.122 “Program Aptamer” means any Program Oligonucleotide that is an Aptamer that binds a Program Target and that is identified in the performance of the Research Program or during Development and/or any Aptamer that binds a Program Target that is Derived from such Program Oligonucleotide, regardless of its stage of research or Development, including, without limitation, Lead Compounds and Clinical Candidates.

     1.123 “Program Aptamer-Specific Patent Rights” means all Patent Rights that cover only Program Aptamer-Specific Technology.

     1.124 “Program Aptamer-Specific Technology” means any Program Technology that relates specifically and solely to (i) any Program Aptamer, IL-23 Aptamer or Product or (ii) the manufacture, formulation, delivery or use of a Program Aptamer, IL-23 Aptamer or Product.

     1.125 “Program Oligonucleotide” means the [***] and [***] obtained from an [***] and [***] and [***] in the performance of [***] against a [***] that is not a [***].

     1.126 “Program Technology” means any Technology (including, without limitation, any new and useful process, method of manufacture or composition of matter) or Proprietary Materials that are Made by either Party in the conduct of the Research Program or the Co-Development of Clinical Candidates and/or Co-Developed Products. For the avoidance of doubt, Program Technology does not include, and is not included in, ELAN Background Technology, ARCHEMIX Background Technology or ELAN Product Technology.

     1.127 “Program Target” means the Targets listed on Schedule 1, as amended from time to time in accordance with Section 3.5; provided, however, that there shall be no more than four (4) Targets listed on Schedule 1 at any point in time, and each of these shall be a Target that ELAN reasonably believes based on publicly available literature or proprietary data has activity in the Target Selection Field. For purposes of clarity, the term Program Target shall include as the Target against which the SELEX™ Process may be performed (a) in the case of a ligand, (i) the designated ligand and the designated components or subunits [***] and (ii) [***] to which [***] and the [***] or [***] of such [***]but [***] any other [***] or other [***] that [***] with such [***] or [***] or such [***] or [***]; (b) [***] of a [***], (i) the [***] and the [***] or [***] of such [***], and (ii) a [***] to which [***] and the [***] or [***] of such [***] but [***] any

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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other [***] or other [***] that [***] a [***] with such [***] or [***] or such [***] or[***]; (c) [***] of a [***] or [***] of a [***], (i) the [***], and (ii) a [***] to which [***] and the [***]or [***] of such [***] but [***] any other [***] or other [***]that [***] a [***] with such [***] or [***] or such [***] or [***]; and (d) [***] of a [***] or [***] of a [***], (i) the [***] or [***], and (ii) a [***] to which [***] and the [***] or [***] of such [***]but [***] any other [***] or other[***] that [***] a [***] with such [***] or [***] or such [***] or [***]. By way of example, the [***] (i) the [***] and [***] and (ii) the [***] and [***].

     1.128 “Proprietary Materials” means tangible chemical, biological or physical materials (a) that are furnished by or on behalf of one Party to the other Party in connection with this Agreement, whether or not specifically designated as proprietary by the transferring Party or (b) that are otherwise first Made by a Party in the conduct of the Research Program or the Development Program.

     1.129 “Psoriatic Diseases” means psoriatic diseases, including without limitation psoriasis and psoriatic arthritis.

     1.130 “Psoriatic Diseases Co-Development Option” means any Co-Development Option for a parenteral formulation of an IL-23 Product intended to treat Psoriatic Diseases.

     1.131 “Psoriatic Diseases Co-Developed Product” means any (a) parenteral IL-23 Product or (b) IL-23 Aptamer in Development as a Development Lead or Clinical Candidate in a parenteral formulation, in either case that is intended to treat Psoriatic Diseases and as to which ARCHEMIX has exercised the Psoriatic Diseases Co-Development Option.

     1.132 “Psoriatic Diseases Option Termination Date” means, with respect to each parenteral formulation of a potential IL-23 Product Developed for the treatment of Psoriatic Diseases, the date estimated in good faith by ELAN to be [***] ([***]) days before the date of Initiation of the initial Phase II Clinical Trial with respect to that potential IL-23 Product.

     1.133 “Quarter” means the stub period beginning on the Effective Date and ending on the last day of the calendar quarter in which the Effective Date falls, and thereafter each successive period of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

25

     1.134 “Radio Therapeutic” means any product for human therapeutic use that contains one or more Aptamers that targets specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates (a) radionucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.

     1.135 “Regulatory Approval” means, with respect to any country or region in the Territory, any approval or license of any Regulatory Authority required for the manufacture, use, storage, importation, exportation, transport, sale or other distribution of a Product for use in such country or region.

     1.136 “Regulatory Authority” means the FDA, or any counterpart of the FDA outside the United States, or any other national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity with authority over the distribution, importation, exportation, manufacture, production, use, storage, transport, clinical testing or sale of a Product.

     1.137 “Regulatory Filings” means, collectively: (a) all INDs, license applications, drug master files, applications for designation as an “Orphan Product(s)” under the Orphan Drug Act, for “Fast Track” status under Section 506 of the FDCA (21 U.S.C. § 356) or for a Special Protocol Assessment under Section 505(b)(4)(B) and (C) of the FDCA (21 U.S.C. § 355(b)(4)(B)), NDAs, BLAs and all other similar filings (including, without limitation, counterparts of any of the foregoing in any country or region in the Territory); (b) all supplements and amendments to any of the foregoing; and (c) all data and other information contained in, and correspondence relating to, any of the foregoing.

     1.138 “Rejected Program Target” means any Program Target that is rejected by written notice from ELAN pursuant to Section 3.5.1(a).

     1.139 “Research Program” means the research program to be conducted by the Parties during the Research Program Term pursuant to the Annual Research Plan, including but not limited to the identification and initial testing of Collaboration Compounds and IL-23 Aptamers,

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

26

the selection of Lead Compounds from Collaboration Compounds and IL-23 Aptamers and the selection of Clinical Candidates from such Lead Compounds for further Development. For purposes of clarity, the Research Program does not include any Development activities performed in the course of the Development Program.

     1.140 “Research Program Term” means, subject to Section 13.2.1(b), the period beginning on the Effective Date and ending on the last day of the third Contract Year or such later date as the Parties may mutually agree in writing; provided, that, if this Agreement is terminated prior to the end of the Research Program Term, the effective date of such early termination specified in the termination notice shall become the last day of the Research Program Term.

     1.141 “Royalty-Bearing Product” means (a) any Product that is not a Co-Developed Product, (b) any Product contained in a Combination Product that is not a Co-Developed Product and (c) any Co-Developed Product to the extent sold outside of a Co-Development Territory or for an Indication or in a formulation other than one for which Co-Development occurs.

     1.142 “Royalty Term” means, with respect to each Royalty-Bearing Product in each country in the Territory, the period beginning on the date of First Commercial Sale of such Royalty-Bearing Product in such country and ending on the later to occur of (a) expiration of the last to expire Valid Claim of the Licensed Patent Rights or ELAN Joint Product Patent Rights in such country that covers such Royalty-Bearing Product or its identification, manufacture, use, import, offer for sale or sale or (b) [***] years from the date of the First Commercial Sale of such Royalty-Bearing Product in such country.

     1.143 “ROW” means all countries and territories of the world other than the United States and its territories and possessions and the Major Market Countries.

     1.144 “SELEX^TM  Portfolio” means those Patent Rights licensed by Gilead to ARCHEMIX pursuant to the ARCHEMIX-Gilead License Agreement.

     1.145 “SELEX^TM  Process” means any process for the identification or generation of a nucleic acid that binds to a Target by means other than Watson-Crick base-pairing, including without limitation any such process that (a) is covered by, or is described in, the SELEX™ Portfolio, including without limitation U.S. Patent Nos. [***] or [***], (b) is covered by, or is

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

27

described in, any other Patent Rights Controlled by ARCHEMIX, and (c) any continuations, divisionals and continuations-in part substitutions, renewals, reissues, re-examinations and extensions of and improvements to the inventions covered by, or described in, the foregoing Patent Rights.

     1.146 “SELEX^TM  Technology” means any process for modifying, optimizing and/or stabilizing an aptamer wherein such modification, optimization or stabilization includes, without limitation minimization, truncation, conjugation other than Pegylation, complexation, substitution, deletion and/or incorporation of modified nucleotides.

     1.147 “Serious Adverse Event” means an Adverse Event occurring at any dose of a drug that: results in death; poses an immediate risk of death; requires inpatient hospitalization; results in a persistent and/or significant disability, illness or incapacity; or results in a congenital anomaly or birth defect. An Adverse Event that does not fulfill the above criteria nonetheless may be considered a Serious Adverse Event when, based upon reasonable medical judgment, it may jeopardize the patient or subject and may require medical or surgical intervention to prevent one of the above outcomes.

     1.148 “Significant Co-Development Decision” means (i) [***] that would [***] be [***] to [***] the [***] of [***] and/or [***] to be [***]ARCHEMIX[***] a [***] with [***] and (ii) [***] with [***] to the [***] and [***] of [***] to, the [***] of [***] for, and [***] and [***] with the [***], such [***] for the [***] and [***].

     1.149 “sNDA” means a Supplemental New Drug Application, as defined in the FDCA and applicable regulations promulgated thereunder.

     1.150 “Sublicense Agreement” means any agreement entered into by ELAN with a Sublicensee.

     1.151 “Sublicensee” means any Third Party to which a Party grants a sublicense under the licenses granted to it under Section 7.1 or 7.2.

     1.152 “Supplemental Product” means a product having independent, supplementary or enabling therapeutic effect (e.g., as a catalyst or adjuvant) or diagnostic utility or that has independent function as a medical device or means of administration.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1.153 “Target” means a protein, cytokine, enzyme, receptor, transducer, transcription factor, antigen or any other non-nucleic acid molecule.

     1.154 “Target Selection Field” means the treatment or prevention in humans of any autoimmune or inflammatory Indication.

     1.155 “Technology” means, collectively, inventions, discoveries, improvements, trade secrets and proprietary methods, whether or not patentable, including without limitation: (a) methods of production or use of, and structural and functional information pertaining to, chemical compounds and (b) compositions of matter, data, formulations, processes, techniques, know-how and results (including without limitation any negative results).

     1.156 “Terminated Program Aptamer” means (a) all Program Aptamers that bind specifically to any Rejected Program Target, (b) upon any termination of this Agreement by ARCHEMIX pursuant to Section 10.2.3 or the first sentence of Section 10.2.2 or by ELAN pursuant to Section 10.2.1, all Collaboration Aptamers, and (c) upon any termination of ELAN’s license by ARCHEMIX pursuant to the last sentence of Section 10.2.2, the relevant Collaboration Aptamers binding specifically to the Program Target for which such license is terminated due to failure to meet its diligence obligations, as provided in Section 10.3.4.

     1.157 “Territory” means all countries and territories of the world.

     1.158 “Third Party” means a Person other than ELAN and ARCHEMIX and their respective Affiliates.

     1.159 “URC License Agreement” means the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead as successor in interest to NeXstar.

     1.160 “UTC” means University Technology Corporation, the successor to the University Research Corporation.

     1.161 “Valid Claim” means any claim of a pending patent application which has been pending for a period of ten (10) years or less from its earliest priority filing date or an issued unexpired patent that (a) has not been finally cancelled, withdrawn, abandoned or rejected by any

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

29

administrative agency or other body of competent jurisdiction, (b) has not been permanently revoked, held invalid, or declared unpatentable or unenforceable in a decision of a court or other body of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal, (c) has not been rendered unenforceable through disclaimer or otherwise, and (d) is not lost through an interference proceeding.

     Additional Definitions. In addition, each of the following definitions shall have the respective meanings set forth in the section of this Agreement indicated below:

Definition	Section
[***] Notice Period		4.10.2
[***] Opportunity Notice		4.10.2
[***]ROFN Notice		4.10.2
ARCHEMIX Change of Control Notice		13.2.1	(a)
ARCHEMIX Indemnitees		12.2
Back-up Collaboration Compound		3.8.1
Blocking Third Party Patent		9.4
Claims		12.1
Clinical Candidate		3.7
Co-Development Net Sales		4.12	(b)
Co-Development Option		4.11.1	(b)
Co-Development Option Notice		4.11.1	(b)
Collaboration Manager		2.2.6
Dedicated Equipment		3.3.5
Designated Senior Officers		2.1.5
Disputed Matter		2.1.5
Divestment Opportunity Notice		13.12
Divestment Opportunity Notice Period		13.12
Divestment Opportunity ROFN Notice		13.12
ELAN Change of Control Notice		13.2.2	(a)
ELAN Indemnitees		12.1
Filing Party		9.1.4
50/50 Offset		5.4.1	(c)
Final Offer		13.11
Gilead Indemnitee		12.5
Indemnified Party		12.5
Indemnifying Party		12.3
Infringement		9.2.1	(a)
Infringement Notice		9.2.1	(a)
Lead Compound		3.6.2
Losses		12.1
Non-Filing Party		9.1.4

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Definition	Section
Non-Parenteral Option Exercise Period		4.11.1	(b)
Patent Coordinator		8.4
Proprietary Chemistry		5.4.1	(c)
Psoriatic Diseases Option Exercise Period		4.11.1	(b)
Quarterly Report		4.12
R&D Costs		10.3.6
Recipient Party		3.10
Refunded Products		4.13
Roll-Over Payment		4.11.7
Supply Agreement		4.5.2
Term		10.1
Third Party License		5.4.1	(c)
Third Party Payments		5.4.1	(c)
Transferring Party		3.10

2. ADMINISTRATION OF THE COLLABORATION

     2.1 Joint Management Committee.

          2.1.1  Establishment. ARCHEMIX and ELAN hereby establish the Joint Management Committee. The JMC shall have and perform the responsibilities set forth in Section 2.1.4.

          2.1.2  Membership. Each Party shall designate, in its sole discretion, [***] members to the JMC, which shall be members of its, or its Affiliates’, management. Unless otherwise agreed by the Parties, one of ELAN’s designees shall be designated by ELAN as the Chair. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JMC, by giving written notice to the other Party. Initial designees of the Parties to the JMC shall be as follows:

For ARCHEMIX:	Duncan Higgons Page Bouchard Chuck Wilson
For ELAN:	Ivan Lieberburg Ted Yednock Elizabeth Messersmith

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          2.1.3 Meetings.

               (a) Schedule of Meetings; Agenda. The JMC shall establish a schedule of times for regular meetings, taking into account the planning needs of the Collaboration and its responsibilities. Special meetings of the JMC may be convened by any member upon [***] days (or, if such meeting is proposed to be conducted by teleconference, upon [***] days) written notice to the other members; provided that (i) notice of any such special meeting may be waived at any time, either before or after such meeting, and such waiver shall be the equivalent to the giving of a valid notice hereunder, and (ii) attendance of any member at a special meeting shall constitute a valid waiver of notice from such member. In no event shall the JMC meet less frequently than once in each Calendar Year. Regular and special meetings of the JMC may be held in person or by teleconference or videoconference; provided that meetings held in person shall alternate between the respective offices of the Parties. The Chair shall prepare and circulate to each JMC member an agenda for each JMC meeting not later than [***] prior to such meeting.

               (b) Quorum; Voting; Decisions. At each JMC meeting (i) the presence in person of at least [***] members designated by each Party shall constitute a quorum. The JMC shall use reasonable efforts in good faith to resolve by unanimous consent any issue within its jurisdiction. Alternatively, the JMC may act by written consent signed by [***] member designated by each Party, subject to Section 2.1.5. Whenever any action by the JMC is called for hereunder during a time period in which the JMC is not scheduled to meet, the chair of the JMC shall cause the JMC to take the action in the requested time period by calling a special meeting or by circulating a draft written consent. If the JMC is unable to unanimously agree with respect to any issue, notwithstanding the exercise of reasonable efforts, [***] shall have the tie-breaking vote as stated in Section 2.1.5. Representatives of each Party or of its Affiliates who are not members of the JMC, and consultants who are subject to confidentiality obligations no less stringent than those contained herein, may attend JMC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (c) Minutes. The JMC shall keep minutes of its meetings that record all decisions and all actions recommended or taken in reasonable detail. Drafts of the minutes shall be prepared and circulated to the members of the JMC within a reasonable time after the meeting, not to exceed [***] business days. The chair of the JMC shall have responsibility for the preparation and circulation of draft minutes. Each member of the JMC shall have the opportunity to provide comments on the draft minutes. The minutes shall be approved, disapproved and revised as necessary at the next JMC meeting or within [***] days of the meeting, whichever occurs first. Upon approval, final minutes of each meeting shall be circulated to the members of the JMC by the chair of the JMC.

               (d) Expenses. ARCHEMIX and ELAN shall each bear all expenses of their respective JMC members related to their participation on the JMC and attendance at JMC meetings.

          2.1.4 Responsibilities. The JMC shall be responsible for (a) overseeing the conduct and progress of the Research Program, and (b) providing a forum for the exchange of information between the Parties with respect to the Development of Program Aptamers, Lead Compounds and Clinical Candidates that are, or are eligible for designation as, Co-Developed Products and the Co-Development and Commercialization of Co-Developed Products in the applicable Co-Development Territory(ies), Indication and formulation; provided however, that the JMC shall not be responsible for overseeing the Development or Commercialization of any Products. Without limiting the generality of the foregoing, the JMC shall have the following responsibilities:

               (a) overseeing the JPT’s performance of its responsibilities;

               (b) reviewing each Annual Research Plan, each Annual Development Plan for Clinical Candidates eligible for designation as Co-Developed Products and for Co-Developed Products in the applicable Co-Development Territory(ies), Indication and formulation, and, only if ELAN alone (rather than with or through a Sublicensee) is Commercializing a Co-Developed Product, each Product Commercialization Plan for a Co-Developed Product in the applicable Co-Development Territory(ies), Indication and formulation (including all budgets applicable thereto); provided, that, ELAN agrees to use Commercially

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

33

Reasonable Efforts to include the JMC rights set forth in this Section 2.1.4(b) in each Sublicense Agreement;

               (c) approving any Annual Research Plan;

               (d) directing the preparation of, and reviewing each amendment to, any Annual Research Plan and/or budget applicable thereto;

               (e) approving any amendment or update to an Annual Research Plan;

               (f) reviewing data, reports or other information submitted to it by the JPT from time to time;

               (g) discussing the progress of the Commercialization of each Co-Developed Product in the applicable Co-Development Territory(ies), Indication and formulation in accordance with the applicable Product Commercialization Plan, if ELAN alone (rather than with or through a Sublicensee) is marketing a Co-Developed Product; provided, that, ELAN agrees to use Commercially Reasonable Efforts to include the JMC rights set forth in this Section 2.1.4(g) in each Sublicense Agreement;

               (h) resolving all JPT matters that are in dispute;

               (i) reviewing any proposal of the JPT to nominate any Collaboration Compound or IL-23 Aptamer as a Lead Compound or any proposal of the JPT to nominate any Lead Compound as a Clinical Candidate; and

               (j) making such other decisions as may be delegated to the JMC pursuant to this Agreement or by mutual written agreement of the Parties after the Effective Date.

          2.1.5 Dispute Resolution. The JMC members shall use reasonable efforts to reach agreement on any and all matters. In the event that, despite such reasonable efforts, agreement on a particular matter cannot be reached by the JMC within [***] days after the JMC first meets to consider such matter (each such matter, a “Disputed Matter”), then, if the Disputed Matter involves an ELAN Decision or any matter other than an Excepted Decision or an ARCHEMIX Decision, and except as set forth in the last sentence of this section, ELAN shall

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

34

have the right to make the final decision on such Disputed Matter, but shall only exercise such right in good faith using its commercially reasonable discretion after consideration of the positions of both Parties. Notwithstanding the foregoing, (i) if the Disputed Matter involves an ARCHEMIX Decision, then ARCHEMIX shall have the right to make the final decision on such Disputed Matter but shall only exercise such right in good faith using its commercially reasonable discretion after consideration of the positions of both Parties, and (ii) if the Disputed Matter involves an Excepted Decision, the Chair of the JMC shall refer such Disputed Matter to the President of ARCHEMIX and the President (US) of ELAN (the “Designated Senior Officers”), who shall promptly initiate discussions in good faith to resolve such Disputed Matter. If the Disputed Matter is not resolved by the Designated Senior Officers within thirty (30) days after the date the Designated Senior Officers first met to consider such Disputed Matter or sixty (60) days after the date the JMC first met to consider such Disputed Matter, then subject to Section 13.1, either Party may seek any remedy, at law or in equity, that may be available. For purposes of clarity, under no circumstances shall the determination of whether ELAN or ARCHEMIX has used or is using Commercially Reasonable Efforts be submitted for resolution under this Section 2.1.5.

     2.2 Joint Project Team.

          2.2.1 Establishment. ARCHEMIX and ELAN hereby establish the Joint Project Team. The JPT shall have and perform the responsibilities set forth in Section 2.2.4.

          2.2.2 Membership. Each Party shall designate, in its sole discretion, [***] members to the JPT (which members shall be employees or consultants of such Party or an Affiliate of such Party). Unless otherwise agreed by the Parties, one of ARCHEMIX’ designees shall be designated by ARCHEMIX as the chair of the JPT. Each Party shall have the right at any time to substitute individuals, on a permanent or temporary basis, for any of its previously designated representatives to the JPT, by giving written notice to the other Party. Initial designees of the Parties to the JPT shall be as follows:

For ARCHEMIX: Shannon Pendergrast
Sharon Cload
Page Bouchard (Chair)

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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For ELAN: Nicki Vasquez
Brian Wipke
Jane Gunther

          2.2.3 Meetings.

               (a) Schedule of Meetings; Agenda. The JPT shall establish a schedule of times for regular meetings, in no event less frequently than once per [***] taking into account, without limitation, the planning needs of the Research Program and its responsibilities. In addition, special meetings may be convened by any member upon [***] days (or, if such meeting is proposed to be conducted by teleconference, upon [***] days) written notice to the other members; provided that (i) notice of any such special meeting may be waived at any time, either before or after such meeting, and such waiver shall be the equivalent to the giving of a valid notice hereunder, and (ii) attendance of any member at a special meeting shall constitute a valid waiver of notice from such member. Regular and special meetings of the JPT may be held in person or by teleconference or videoconference; provided that meetings held in person shall alternate between the respective offices of the Parties. The Chair shall prepare and circulate to each JPT member an agenda for each JPT meeting no later than [***] prior to such meeting.

               (b) Quorum; Voting; Decisions. At each JPT meeting, (i) the presence in person of at least [***] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who are present shall have [***] on all matters before the JPT at such meeting. All decisions of the JPT shall be made by unanimous vote. Alternatively, the JPT may act by written consent signed by at least [***] members designated by each Party. Whenever any action by the JPT is called for hereunder during a time period in which the JPT is not scheduled to meet, the Chair shall cause the JPT to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JPT (including, without limitation, the Patent Coordinators) may attend JPT meetings as non-voting observers without the consent of the other Party. In the event that the JPT is unable to resolve any matter before it, such matter shall be referred to the JMC to be resolved in accordance with Section 2.1.5.

               (c) Minutes. The JPT shall keep minutes of its meetings that record all decisions and all actions recommended or taken in reasonable detail. Drafts of the minutes

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

36

shall be prepared and circulated to the members of the JPT within a reasonable time after the meeting, not to exceed [***] business days. The chair shall have responsibility for the preparation and circulation of draft minutes. Each member of the JPT shall have the opportunity to provide comments on the draft minutes. The minutes shall be approved, disapproved and revised as necessary at the next JPT meeting. Upon approval, the chair of the JPT shall circulate final minutes of each meeting to the members of the JPT.

               (d) Expenses. ARCHEMIX and ELAN shall each bear all expenses of their respective JPT members related to their participation on the JPT and attendance at JPT meetings.

          2.2.4 Responsibilities. The JPT shall be responsible for (i) overseeing the conduct and progress of the Research Program and (ii) recommending Program Aptamers to the JMC for nomination as Lead Compounds and Clinical Candidates. Without limiting the generality of the foregoing, the JPT shall have the following responsibilities:

               (a) preparing or directing the preparation of, and recommending to the JMC for its approval, all Annual Research Plans and budgets therefor;

               (b) preparing or directing the preparation of all amendments to JMC-approved Annual Research Plans as it deems appropriate in furtherance of the objectives of the Research Program as set forth in the Annual Research Plan and submitting such amendments to the JMC for its consideration;

               (c) monitoring the progress of each Annual Research Plan and of each Party’s activities thereunder;

               (d) providing a forum for consensual decision making with respect to the Research Program;

               (e) reviewing data, reports or other information submitted by either Party with respect to work conducted in the Research Program;

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

37

               (f) preparing for the JMC on at least a semi-annual basis a progress report for the Research Program in reasonable detail and providing to the JMC such additional information as it may request;

               (g) recommending amendments to the Lead Selection Criteria and Clinical Candidate Selection Criteria as it deems appropriate, in furtherance of the objectives of the Research Program as set forth in the Research Plan;

               (h) considering the need for, and recommending as appropriate, the identification and research of Back-Up Collaboration Compounds;

               (i) nominating Collaboration Compounds or IL-23 Aptamers as Lead Compounds for acceptance by the JMC;

               (j) nominating Lead Compounds as Clinical Candidates for acceptance by the JMC;

               (k) discussing all Annual Development Plans for Co-Developed Products in the applicable Co-Development Territory(ies), Indication and formulation;

               (l) discussing all amendments to the Annual Development Plans described in Section 2.2.4(k), above and submitting such amendments to the JMC for its consideration;

               (m) reviewing data, reports or other information submitted by either Party with respect to work conducted in the Development of Clinical Candidates that are, or are eligible for designation as, Co-Developed Products;

               (n) preparing for the JMC on at least an annual basis a reasonably detailed progress report regarding the Development of Development Leads and Clinical Candidates that are, or are eligible for designation as, Co-Developed Products in the applicable Co-Development Territory(ies), Indication and formulation and providing to the JMC such additional information as it may reasonably request on this subject;

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (o) implementing a mutually acceptable mechanism for reporting Adverse Events between the Parties for each Development Lead, Clinical Candidate and Product;

               (p) discussing strategies for the promotion and marketing of all Co-Developed Products in the applicable Co-Development Territory(ies), Indication and formulation if ELAN alone (rather than with or through a Sublicensee) is or will be promoting and marketing a Co-Developed Product; provided, that, ELAN agrees to use Commercially Reasonable Efforts to include the JPT rights set forth in this Section 2.2.4(p) in each Sublicense Agreement;

               (q) discussing the Product Commercialization Plan for each Co-Developed Product in the applicable Co-Development Territory(ies), Indication and formulation, if ELAN alone (rather than with or through a Sublicensee) is or will be Commercializing a Co-Developed Product; provided, that, ELAN agrees to use Commercially Reasonable Efforts to include the JPT rights set forth in this Section 2.2.4(q) in each Sublicense Agreement;

               (r) discussing the short-term and long-term sales forecasts for Co-Developed Products in the applicable Co-Development Territory(ies), Indication and formulation if ELAN alone (rather than with or through a Sublicensee) is or will be Commercializing a Co-Developed Product; provided, that, ELAN agrees to use Commercially Reasonable Efforts to include the JPT rights set forth in this Section 2.2.4(r) in each Sublicense Agreement;

               (s) discussing all recalls, market withdrawals and any other corrective actions related to Co-Developed Products in the applicable Co-Development Territory(ies), Indication and formulation; and

               (t) making any other decisions and performing such activities as may reasonably be delegated to the JPT pursuant to this Agreement or by mutual written agreement of the Parties after the Effective Date.

          2.2.5 Interests of the Parties. Notwithstanding any other provisions of this Agreement, all decisions made and all actions taken by the JPT shall be made or taken in the best interest of the Collaboration.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          2.2.6 Alliance Management. Each Party shall appoint a person who shall oversee contact between the Parties for all matters related to the Collaboration between meetings of the JMC and JPT and shall have such other responsibilities as the Parties may mutually agree in writing after the Effective Date (each, a “Collaboration Manager”). Each Party may replace its Collaboration Manager at any time by notice in writing to the other Party. The initial Collaboration Managers shall be:

For ARCHEMIX:	Page Bouchard
For ELAN:	Brian Wipke

3. RESEARCH PROGRAM

     3.1 Implementation of the Research Program. The objectives of the Research Program shall be the identification of (i) Collaboration Compounds or IL-23 Aptamers for nomination by the JPT to the JMC for approval as Lead Compounds and (ii) Lead Compounds for recommendation by the JPT to the JMC as Clinical Candidates for Development with a view to the subsequent Commercialization of Products Derived therefrom. Except for the ELAN Research Activities, if any, which shall be conducted by ELAN at its sole expense, ARCHEMIX shall conduct the Research Program.

     3.2 Research Plan; Annual Research Plans. The initial Annual Research Plan and budget, which describes the research activities to be carried out by each Party during the first Contract Year of the Research Program Term, shall be prepared by the JPT, submitted to the JMC for its approval and attached hereto as Exhibit A within [***] days of the Effective Date. For each Contract Year during the Research Program Term commencing with the second Contract Year, an Annual Research Plan and budget shall be prepared by or at the direction of the JPT and submitted to the JMC for its approval. The JPT shall manage the preparation of each Annual Research Plan in a manner designed to obtain JMC approval no later than [***] days prior to the end of the then-current Contract Year. Each Annual Research Plan shall: (a) set forth (i) the research objectives and activities to be performed for the Contract Year covered by the Annual Research Plan with reasonable specificity, (ii) the research plans and protocols to be employed to complete each stage of the Research Program, (iii) changes to the LSC, CCSC and

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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other criteria or changes thereto that the JPT will utilize to evaluate the results of the Research Program to nominate Lead Compounds and Clinical Candidates, (iv) the Party that shall be responsible for performing such activities, (v) a timeline and budget for such activities, and (vi) with respect to ARCHEMIX Research Activities and ELAN Research Activities, the number of FTEs estimated to be required to perform such activities and the corresponding FTE Cost for such activities; and (b) shall be consistent with the other terms of this Agreement. Without limiting the generality of the foregoing, the objectives of each Annual Research Plan shall include, as appropriate from time to time during the Research Program Term, conducting the necessary research activities to identify Collaboration Compounds or IL-23 Aptamers or to determine whether Collaboration Compounds, IL-23 Aptamers or Lead Compounds should be nominated to the JMC as Lead Compounds or Clinical Candidates, as applicable.

     Except as provided in Section 5.2.1, ELAN shall fund a minimum of [***] ARCHEMIX FTEs in the aggregate during the three (3) year Research Program Term. Unless otherwise agreed by the Parties, the annual distribution of ARCHEMIX FTEs funded by ELAN shall equal the ARCHEMIX Annual FTE Commitment. The JPT shall have the right to increase the number of FTEs to be provided by ARCHEMIX for any Contract Year; provided, that, any increase, at ELAN’s request, in excess of the ARCHEMIX Annual FTE Commitment for any Contract Year shall be an ARCHEMIX Decision. Any Annual Research Plan may be amended from time to time by the JPT and submitted for approval by the JMC pursuant to 2.1.4. Each amendment, modification and update to the Annual Research Plan shall include the resulting changes to the budget and shall be set forth in a written document prepared by, or at the direction of, the JPT and approved by the JMC, shall specifically state that it is an amendment, modification or update to the Annual Research Plan and shall be attached to the minutes of the meeting of the JMC at which such amendment, modification or update was approved by the JMC. Without limiting the nature or frequency of any other amendments, modifications or updates to the Research Plan that may be approved by the JMC, the Annual Research Plan shall be updated at least once prior to the end of each Contract Year to describe the research activities to be carried out by each Party during the following Contract Year during the Research Program Term in conducting the Research Program pursuant to this Agreement.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     3.3 Conduct of Research Program.

          3.3.1 ARCHEMIX Responsibilities. During the Research Program Term, ARCHEMIX shall, subject to the provisions of Section 1.16, (a) use Commercially Reasonable Efforts to conduct the ARCHEMIX Research Activities assigned to it, using the number of FTEs set forth in the Annual Research Plan and (b) commit such resources other than personnel as are reasonably necessary to conduct such ARCHEMIX Research Activities. In the event that ARCHEMIX reasonably concludes in good faith that a Program Target may be a Failed Target, ARCHEMIX shall provide written notice to the JPT within [***] days of reaching such conclusion, providing bona fide scientific evidence in support of such conclusion. The JPT shall discuss the data and information generated with respect to such Program Target, and shall determine whether such Program Target shall be proposed to the JMC for designation as a Failed Target, as described in Section 3.9.

          3.3.2 ELAN Responsibilities. During the Research Program Term, ELAN shall (a) pay ARCHEMIX the FTE Rate per FTE per Contract Year in accordance with Section 5.2, (b) commit such resources as are reasonably necessary to conduct the ELAN Research Activities set forth in the Annual Research Plan, and (c) use Commercially Reasonable Efforts to conduct the ELAN Research Activities set forth in the Annual Research Plan.

          3.3.3 Compliance and Funding. Each Party shall perform its obligations under each Annual Research Plan and this Agreement using Commercially Reasonable Efforts in good faith and in compliance in all material respects with all Applicable Laws. For purposes of clarity, with respect to each activity performed under an Annual Research Plan or Annual Development Plan that will or would reasonably be expected to generate data to be submitted to a Regulatory Authority in support of a Regulatory Filing or Drug Approval Application, the Party performing such activity shall comply in all material respects with the regulations and guidance of the FDA that constitute Good Laboratory Practice or Good Manufacturing Practice (or, if and as appropriate under the circumstances, International Conference on Harmonization (ICH) guidance or other comparable regulation and guidance of any Regulatory Authority in any country or region in the Territory). Each Party shall be solely responsible for paying the salaries

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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and benefits of its employees and amounts due to consultants conducting its activities under Annual Research Plans.

          3.3.4 Cooperation. Scientists at ARCHEMIX and ELAN shall cooperate in the performance of the Research Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as are reasonably necessary or useful for the other Party to perform its obligations under any Annual Research Plan.

          3.3.5 Purchase of Dedicated Equipment. If, during the Term of this Agreement, ELAN determines in its sole discretion that it is necessary or advisable to purchase Dedicated Equipment in order for ARCHEMIX to perform any ARCHEMIX Research Activities under the Research Program, then ELAN shall provide ARCHEMIX with written notice of such determination, and ARCHEMIX shall provide ELAN with the estimated price for such purchase and quality parameters for such Dedicated Equipment, for ELAN’s approval of such price and features. Promptly after the consummation of such purchase, if approved, ARCHEMIX shall provide ELAN with a copy of the invoice or invoices reflecting such purchase, and ELAN shall reimburse ARCHEMIX for the purchase of all such Dedicated Equipment within thirty (30) days of its receipt of such invoice; provided, however, that no costs reimbursed by ELAN hereunder (or depreciation of such purchased equipment or instruments) shall be included within the calculation of any Development Costs under this Agreement. ELAN shall retain title and ownership of all such Dedicated Equipment and, at its expense upon reasonable notice to ARCHEMIX, shall have the right to remove such Dedicated Equipment from ARCHEMIX’ facilities, at such time as such Dedicated Equipment is no longer required for use by ARCHEMIX in the conduct of the Research Program. As used in this section, “Dedicated Equipment” means any equipment, instrument or machinery used by ARCHEMIX exclusively in the conduct of the Research Program.

     3.4 Records.

          3.4.1 Record Keeping.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (a) Research Program Records. Each Party shall maintain complete and accurate records of its activities in the Research Program in sufficient detail, in good scientific manner and otherwise in a manner that reflects all work done and results achieved. Subject to Article 6, each Party shall provide the other Party with access during normal business hours and upon reasonable advance notice to inspect and copy such records, including without limitation laboratory notebooks, to the extent reasonably required for the performance of the requesting Party’s obligations and/or exercise of the requesting Party’s rights under this Agreement, provided that the audited Party may redact information not relevant to the Research Program prior to such audit. Notwithstanding the foregoing, except for purposes of the information-sharing and cooperation provisions of Articles 8 and 9, ELAN shall not have the right to audit or copy any records that relate to work done on any Terminated Program Aptamer after the date that an Aptamer or Collaboration Compound has become a Terminated Program Aptamer.

               (b) Record-Keeping Policies. Without limiting the generality of Section 3.4.1(a), each Party agrees to maintain a policy that requires its employees and consultants to record and maintain all data and information developed during the Research Program.

          3.4.2 Reports. ARCHEMIX shall keep the JPT regularly informed of the progress of the Research Program. Without limiting the generality of the foregoing, ARCHEMIX shall, at least once each [***] during the Research Program Term, (a) provide reports to the JPT in reasonable detail regarding the status of its activities under the Research Program, (b) advise the JPT of its identification of Collaboration Compounds and IL-23 Aptamers and provide the JPT with any supporting data applicable to such Collaboration Compounds and IL-23 Aptamers, (c) provide the JPT with the results of activities conducted in the Research Program with respect to each Collaboration Compound and IL-23 Aptamer so as to enable the JPT to determine whether such Collaboration Compound or IL-23 Aptamer meets the LSC and should be proposed to the JMC as a Lead Compound, (d) provide the JPT with the results of activities conducted in the Research Program with respect to each Lead Compound so as to enable the JPT to determine whether such Lead Compound meets the CCSC and should be

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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proposed to the JMC as a Clinical Candidate and (e) provide to the JPT such additional information that it has in its possession as may be reasonably requested from time to time by the JPT. ELAN shall provide the JPT, on at least a [***], with reports in reasonable detail regarding the status of all ELAN Research Activities and such additional information that it has in its possession as may be reasonably requested from time to time by the JPT.

     3.5 Selection of Program Targets.

          3.5.1 Selection of Program Targets.

               (a) Selection and Rejection of Program Targets. The Parties hereby acknowledge that (i) three (3) initial Program Targets in addition to IL-23 have been designated by the Parties as of the Effective Date, and (ii) the Research Program will initially include work on IL-23 and [***] as Program Targets, as set forth in the Annual Research Plan. If, at any time during the Research Program Term, ELAN decides that it wishes to replace a Program Target with another Target, then (a) it shall provide written notice of such decision to ARCHEMIX, which notice shall state the reason for ELAN’s decision, (b) all activities with respect to such Program Target under the Research Program shall immediately cease, and (c) such Program Target shall be deemed to be a Rejected Program Target as of the date of such written notice.

               (b) Replacement of Program Targets.

                    (i) Replacement Right. ELAN shall have the right at any time during the Research Program Term to propose that any additional Target that ELAN reasonably believes based on published literature or proprietary data is useful within the Target Selection Field and that is not an Excluded Target replace a Program Target, by providing written notice to ARCHEMIX. ARCHEMIX shall accept or refuse the additional Target within [***] days after receipt of such notice from ELAN. A Target proposed by ELAN for inclusion in the Research Program shall only be refused by ARCHEMIX in good faith, and only if: (1) it is an [***], (2) ARCHEMIX is prohibited by an executed contract from licensing Aptamers against such Target to ELAN, subject to the procedure set forth in the definition of ARCHEMIX Decision (Section 1.16(e)), (3) ARCHEMIX is in active negotiations, as[***] by [***] with a Third Party with respect to a license, collaboration or similar agreement relating to Aptamers against such Target,

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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(4) ARCHEMIX is developing, and has not ceased developing, for its own benefit, Aptamers against such Target as [***] by the [***] of the [***] such [***] ARCHEMIX’ [***] (or [***]) of the [***] of such [***], or (5) it is a [***]. As promptly as practicable after designation of a new Program Target or the decision to initiate research on a Program Target listed on Schedule 4 as of the Effective Date, the JPT shall (A) develop and submit to the JMC for its approval the LSC and CCSC for such Target and (B) prepare an update to the Annual Research Plan to include the ARCHEMIX Research Activities to be conducted to identify Collaboration Compounds against such Program Target for potential nomination as a Lead Compound and to identify one or more Lead Compounds against such Program Target for potential nomination as a Clinical Candidate.

                    (ii) Designation by ELAN. At the time of nomination of a new or replacement Program Target, ELAN shall (a) designate the Program Target (describing the applicable ligand, receptor and any subunits [***]) to be [***] in [***]the [***], such [***] to be [***] on [***] in the[***] or [***] ELAN, and (b) [***] ARCHEMIX’ [***] ARCHEMIX [***] ELAN [***] in [***] such [***] such [***] and any [***] and [***]). In [***], if [***] the [***] of a [***] and its [***] or [***], ELAN [***] on [***] or [***] that the [***] other [***] or [***], ELAN [***] ARCHEMIX [***] which [***] such [***] or [***] and (b) [***] ARCHEMIX’ [***] the [***] upon [***] ELAN [***] in [***] such [***] or [***] ARCHEMIX’ [***] of such [***], such [***] or [***] shall be [***] to be [***] of the [***]such [***] or [***] may be [***] ARCHEMIX [***]Section 3.5.1(b). [***] to the [***], ARCHEMIX’ [***] of the [***] such [***] or [***] to the [***]ELAN’s [***] shall not be [***] to be a [***] of this [***].

                    (iii) Release of Restrictions. ARCHEMIX shall give ELAN prompt written notice during the Research Program Term if the restrictions on any Excluded Target described in Sections 3.5.1(b)(i)(1)(2)(3) or (4) lapse, or are otherwise terminated, such that the previously refused Target becomes eligible for inclusion as a Program Target.

                    (iv) Termination of Replacement Right. Notwithstanding anything to the contrary in this Agreement, ELAN’s right to replace Program Targets pursuant to Section 3.5.1(b)(i) shall terminate on the [***] of [***] of the [***] by [***] of the [***].

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          3.5.2 Limitation on Number of Program Targets. ARCHEMIX shall not be required to work on more than [***] Program Targets (including IL-23) at any given time during the Research Program Term; provided, that (a) any Program Target that becomes a [***] or [***] shall not be counted as a Program Target for purposes of this limitation, and (b) this Section 3.5.2 shall not limit or otherwise affect ARCHEMIX’ obligation to consider in good faith using its commercially reasonably discretion any request of ELAN to work on additional Program Targets and/or apply additional resources to the Research Program beyond those contemplated by the Annual Research Plan.

     3.6 Identification of Collaboration Compounds, IL-23 Aptamers and Lead Compounds.

          3.6.1 Identification of Program Oligonucleotides. ARCHEMIX shall use Commercially Reasonable Efforts in good faith to perform the SELEX™ Process to identify Program Oligonucleotides in accordance with each Annual Research Plan, as amended.

          3.6.2 Lead Compounds. Within [***] days after its receipt of each report from ARCHEMIX identifying a Collaboration Compound or IL-23 Aptamer which ARCHEMIX reasonably believes meets the applicable LSC (or which ARCHEMIX otherwise reasonably believes should be a Lead Compound), the JPT shall review the data and information and determine whether to nominate the Collaboration Compound or IL-23 Aptamer for designation by ELAN as a Lead Compound. Once the JPT has reached a decision regarding nomination of any such Collaboration Compound or IL-23 Aptamer as a Lead Compound, the JPT shall promptly furnish all available information to ELAN. ELAN shall consider such nomination within [***] days, and if ELAN determines that the Collaboration Compound or IL-23 Aptamer meets the LSC or is otherwise acceptable and so advises ARCHEMIX in writing, such Collaboration Compound or IL-23 Aptamer shall be designated a “Lead Compound” for purposes of this Agreement. As of the Effective Date, the ARC2350 Aptamer shall be deemed to be a Lead Compound.

     3.7 Clinical Candidates. Within [***] days after its receipt of each report from ARCHEMIX identifying a Lead Compound which ARCHEMIX reasonably believes meets the applicable CCSC (or which ARCHEMIX otherwise reasonably believes should be a candidate

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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for Development), the JPT shall review the data and information and determine whether to nominate the Lead Compound for designation as a Clinical Candidate. Once the JPT has reached a decision regarding nomination of any such Lead Compound, the JPT shall promptly furnish all available information to ELAN. ELAN shall consider such nomination within [***] days, and if ELAN determines that the Lead Compound meets the CCSC or is otherwise acceptable to ELAN and so advises ARCHEMIX in writing, such Lead Compound shall be designated a “Clinical Candidate” for purposes of this Agreement.

3.8 Identification of Back-up Collaboration Compounds.

          3.8.1 Back-Up Collaboration Compounds. Subject to the terms set forth in the definition of ARCHEMIX Decision, for each Lead Compound or Clinical Candidate approved by ELAN or the JMC, as applicable, upon the written request of ELAN, ARCHEMIX will use Commercially Reasonable Efforts to conduct ARCHEMIX Research Activities in order to deliver to ELAN [***] Aptamers, in [***] to the [***] or [***], which may be [***] as a [***] Aptamer [***] the [***] Aptamers [***] in [***] from such [***] or [***] Aptamer, a [***] All activities conducted by ARCHEMIX to identify each Back-Up Collaboration Compound shall be performed as ARCHEMIX Research Activities as part of the Research Program and the Annual Research Plan shall be amended accordingly. The rights and obligations of the Parties relating to each Back-Up Collaboration Compound shall be identical to those applicable to the accompanying Lead Compound or Clinical Candidate, except as may be otherwise expressly provided herein.

          3.8.2 Back-Up Notices. ELAN shall notify ARCHEMIX in writing in the event ELAN determines to replace a Lead Compound or Clinical Candidate with the applicable Back-Up Collaboration Compound or to Develop the Back-Up Collaboration Compound in addition to the Lead Compound or Clinical Candidate. Subsequent to such notice, any reference to the Lead Compound or Clinical Candidate shall be deemed (as applicable) either to include, or to be made to, the Back-Up Collaboration Compound for the purposes of this Agreement.

     3.9 Failed Targets. If at any time during the Research Program the JPT determines, and the JMC agrees, that a Program Target shall be designated as a Failed Target, all research activities directed to such Failed Target shall cease, and ELAN shall, to the extent and as

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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provided for in Section 3.5, select a new Program Target, and such Failed Target shall no longer be considered a part of the Research Program.

     3.10 Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials Controlled by the transferring Party for use in the Research Program. Each Recipient Party hereby agrees that (a) it shall not use the other party’s Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted in this Agreement; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials solely as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

     3.11 Research Program Term. The Research Program shall commence on the Effective Date and shall continue until the last day of the Research Program Term. In the event ELAN decides to seek an extension of the Research Program beyond the third Contract Year, it will promptly notify ARCHEMIX. ELAN will use commercially reasonable efforts to make any such decision and notify ARCHEMIX at least [***] months prior to the end of the then-current Research Program Term.

4. DEVELOPMENT PROGRAM; COMMERCIALIZATION OF PRODUCTS [***]

     4.1 Objectives of the Development Program. The objectives of the Development Program shall be the Development of Clinical Candidates to enable the Commercialization of Products in the Territory.

     4.2 Responsibility for Development of Clinical Candidates and Commercialization of Products. Except for the ARCHEMIX Development Activities, if any, to be conducted by ARCHEMIX and subject to Section 4.11.1(c), ELAN shall have the sole right

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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and responsibility (subject to Sections 4.6 and 7.3), at its sole expense, to conduct all aspects of the Development of Lead Compounds and Clinical Candidates in accordance with the applicable Annual Development Plan, and all aspects of the Commercialization of Products in accordance with the applicable Product Commercialization Plan, in the Territory, including, without limitation, the conduct of: (i) all IND-enabling non-clinical studies that are outside of the Research Program; (ii) all activities related to human clinical trials (including, without limitation, Phase I Clinical Trials, Phase II Clinical Trials and Phase III Clinical Trials); (iii) subject to ARCHEMIX’ rights under Section 4.5, all activities relating to the manufacture and supply of Clinical Candidates and Products (including all required process development and scale up work with respect thereto) for Development and Commercialization purposes; and (iv) all pre-marketing, marketing, promotion, sales, distribution, import and export activities (including securing reimbursement, conducting sales and marketing activities, recalls, withdrawals, any post-marketing trials or post-marketing safety surveillance, and maintaining databases) for Products, subject to the oversight of the JPT. Without limiting the generality of the foregoing, ELAN shall have the sole right and responsibility (subject to Section 4.6), at its sole expense, (i) to make all Regulatory Filings for Clinical Candidates and Products and file all Drug Approval Applications and otherwise seek Regulatory Approvals for Products, as well as to conduct all correspondence and communications with Regulatory Authorities regarding such matters and (ii) to report Adverse Events to Regulatory Authorities if and to the extent required by Applicable Laws. All Regulatory Approvals for Products shall be owned by ELAN, subject to Section 10.3 and 10.4.

     4.3 Annual Development Plans. Subject to Section 4.11.1(c), within [***] days after the designation pursuant to Section 3.7 of a Clinical Candidate eligible for designation as a Co-Developed Product, ELAN shall prepare an Annual Development Plan and budget for Development of such Clinical Candidate for the balance of the Contract Year during which the recommendation of such Clinical Candidate is approved. Thereafter, for each Contract Year during the Term in which such Clinical Candidate is so eligible, and for each Co-Developed Product in the applicable Co-Development Territory, Indication and formulation, ELAN shall prepare and submit to the JMC for its review, an Annual Development Plan and Development

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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budget for each Clinical Candidate and/or Co-Developed Product. Each Annual Development Plan shall: (a) set forth (i) the Development objectives, activities, priorities, timelines, budget and resources for the Contract Year covered by the Annual Development Plan with reasonable specificity, (ii) which activities are ARCHEMIX Development Activities, (iii) with respect to such ARCHEMIX Development Activities, the number of FTEs estimated to be required to perform such activities and the corresponding FTE Cost, and (iv) the expected Regulatory Filings and Drug Approval Applications to be prepared and filed and the expected timetable of completing such Development activities; and (b) be consistent with the other terms of this Agreement. The initial Annual Development Plan shall be prepared by ELAN and submitted to the JMC for its review within [***] days of the day on which the JMC approves the selection of a Clinical Candidate based on a Lead Compound and in any event, on or prior to the initiation of Development activities with respect to the initial Clinical Candidate. Each amendment, modification and update to any such Annual Development Plan shall include the resulting changes to the budget and shall be set forth in a written document prepared by ELAN and submitted to the JMC, shall specifically state that it is an amendment, modification or update to that Annual Development Plan and shall be attached to the minutes of the meeting of the JMC at which such amendment, modification or update was reviewed by the JMC. Without limiting the nature or frequency of any other amendments, modifications or updates to the Annual Development Plan, such Annual Development Plan shall be updated at least once prior to the end of each Contract Year in which an Annual Development Plan has been approved to describe the Development activities to be carried out by each Party during the following Contract Year in conducting the applicable Development Program pursuant to this Agreement.

     4.4 Product Commercialization Plans. Subject to Section 4.11.1(c), if ELAN alone (rather than with or through a Sublicensee) is marketing a Co-Developed Product, within [***] days after the Initiation of the first Phase III Clinical Trial for a Co-Developed Product, ELAN shall prepare and provide to the JPT for its review and discussion a Product Commercialization Plan for each Co-Developed Product in the applicable Co-Development Territory(ies), Indication and formulation, and shall update and submit such Product Commercialization Plan to the JPT for review and discussion not less than annually; provided, that, ELAN shall use Commercially

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Reasonable Efforts to include the obligations set forth in this Section 4.4 in each Sublicense Agreement.

     4.5 Supply of Products for Development and Commercialization.

          4.5.1 Negotiation by the Parties. The Parties shall discuss in good faith the manufacturing responsibilities for each Product that is Developed and Commercialized under this Agreement as set forth in this Section 4.5.

          4.5.2 ARCHEMIX Right to Supply Products. ARCHEMIX shall have the right, but not the obligation, to exercise a time-limited option to enter into negotiations with ELAN for a separate supply and quality agreement detailing the terms under which ARCHEMIX would manufacture by itself (not by or through a Third Party manufacturer), and supply the active pharmaceutical ingredient for any Product to ELAN (the “Supply Agreement”). ARCHEMIX may exercise its Supply Agreement option as to any Product by providing ELAN with written notice at any time prior to the Initiation of the first Phase III Clinical Trial for such Product. If ARCHEMIX provides such written notice and reasonably appears able to supply the Product without impeding the Product Commercialization Plan, delaying the timeframe planned for Regulatory Approval and Product launch or limiting the Product shelf life, ARCHEMIX and ELAN shall negotiate in good faith for up to [***] days following ELAN’s receipt of such notice to enter into the Supply Agreement, which would include, without limitation, the provisions described in Section 4.5.3. For clarity, nothing contained in this Section 4.5.2 shall constitute an offer by ARCHEMIX to sell any Product, and neither Party shall be obligated to enter into any Supply Agreement. If the Parties do not enter into a Supply Agreement for such Product within such time period, then ELAN shall have no further obligation to ARCHEMIX with respect to such Product.

          4.5.3 Essential Terms of Supply. Any Supply Agreement entered into between the Parties shall contain the following terms and conditions, as well as other terms and conditions typically contained in supply agreements for products of similar nature and market potential:

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (a) ELAN shall order amounts of Products, and ARCHEMIX shall deliver all such ordered amounts, in accordance with specified forecasting parameters, advance ordering timeframes and delivery timeframes to be agreed upon by the Parties;

               (b) ARCHEMIX shall deliver such amounts of Products meeting applicable specifications and legal requirements ordered in accordance with the foregoing (including such agreed upon timeframes) in a timely manner;

               (c) ELAN shall have appropriate remedies for the failure of ARCHEMIX to perform its obligations specified in (b), including without limitation that ELAN shall have the right to manufacture the Product itself or select a Third Party manufacturer if ARCHEMIX fails to perform such obligations;

               (d) the transfer price for supply of Product to ELAN shall be agreed upon by the Parties and set forth in such agreement,

               (e) all Products supplied by ARCHEMIX shall be supplied FCA place of manufacture, Incoterms 2000;

               (f) ARCHEMIX shall maintain a commercially reasonable backup supply of Product at one remote location to ensure ARCHEMIX’ ability to supply continuously Products to ELAN in accordance with such agreement;

               (g) ELAN shall have the right to establish a second source, within or outside of ELAN, if ELAN’s requirements of Products cannot be met despite ARCHEMIX’ meeting its obligations under (b);

               (h) ARCHEMIX shall provide reasonable assistance to ELAN and/or any Third Party manufacturer, as applicable, that assumes responsibility for manufacturing Product to enable ELAN or such Third Party to make Products in the manner then made by ARCHEMIX, and shall grant all licenses necessary for such purpose;

               (i) ELAN shall have the right to inspect the packaging and labeling prior to use, and upon reasonable notice to inspect the plant and premises used, and processes

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and records of the packaging and storage employed, by ARCHEMIX in connection with manufacture and supply of Product; and

               (j) If the Supply Agreement is terminated other than because of a material breach by ELAN, a provision similar in effect to Section 10.3.1(g) of this Agreement shall govern ARCHEMIX’ obligation to continue to supply Products to ELAN.

     4.6 Development and Commercialization Diligence.

          4.6.1 General Diligence Obligations. ELAN and its Affiliates shall exercise Commercially Reasonable Efforts during the Term to conduct the ELAN Development Activities and to Commercialize Products in the Territory. ARCHEMIX and its Affiliates shall exercise Commercially Reasonable Efforts during the Term to conduct ARCHEMIX Development Activities, as applicable.

          4.6.2 Specific Diligence Obligations.

               (a) Specific Diligence Obligations. During the Term, ELAN shall use Commercially Reasonable Efforts (i) to Develop at [***] Clinical Candidate targeted at IL-23 and to Commercialize [***]IL-23 Product for each Diligence Indication in the United States and a Major Market Country, and (ii) to Develop [***]Clinical Candidate targeted at each Program Target other than IL-23 and to Commercialize [***]Collaboration Product for each active Program Target other than IL-23 in the United States and a Major Market Country.

               (b) Effect of Breach of Diligence Obligations. If ARCHEMIX at any time believes that ELAN is not meeting a diligence obligation pursuant to Section 4.6.2(a), ARCHEMIX may give written notice to ELAN requesting written justification, in the form of detailed reasons that would support the proposition that ELAN is meeting such diligence obligations. In such event, ELAN shall provide such written justification to ARCHEMIX within [***] days after such notice is given. In the event that ARCHEMIX does not agree with such justification, then the Parties shall meet within [***] days after such justification is given to discuss the basis for ARCHEMIX’ belief that ELAN has failed to meet such diligence obligation. If ARCHEMIX does not receive ELAN’s justification within [***] days after ARCHEMIX first provides such a notice to ELAN, or if ARCHEMIX, following any such

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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meeting occurring within such [***] day time period, still believes that ELAN has not met its diligence obligation pursuant to Section 4.6.2(a), then ARCHEMIX shall have the right, in its sole discretion, to exercise any or all rights or remedies that it may have under this Agreement, at law or in equity.

     4.7 Compliance. Each Party shall perform its obligations under each Annual Development Plan and this Agreement using Commercially Reasonable Efforts in good faith and in compliance in all material respects with all Applicable Laws. For purposes of clarity, with respect to each activity performed under an Annual Development Plan that will or would reasonably be expected to generate data to be submitted to a Regulatory Authority in support of a Regulatory Filing or Drug Approval Application, the Party performing such activity shall comply in all material respects with, if and as applicable, the regulations and guidance of the FDA that constitute Good Laboratory Practice, Good Manufacturing Practice or Good Clinical Practices, (or, if and as appropriate under the circumstances, International Conference on Harmonization (ICH) guidance or other comparable regulation and guidance of any Regulatory Authority in any country or region in the Territory). Each Party shall be solely responsible for paying the salaries and benefits of its employees and amounts due to consultants conducting its activities under Annual Development Plans.

     4.8 Cooperation. Scientists at ARCHEMIX and ELAN shall cooperate in the performance of each Development Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as are reasonably necessary for the other Party to perform its obligations under any Annual Development Plan.

4.9 Exchange of Reports; Information; Updates.

          4.9.1 Development Program Reports. Each Party shall keep the JPT generally informed of the progress of its efforts to Develop Clinical Candidates in the Territory. Without limiting the generality of the foregoing, each Party shall, on at least a [***], provide the JPT with reports in reasonable detail regarding the status of all preclinical IND-enabling studies and activities (including toxicology and pharmacokinetic studies), clinical trials and other activities conducted by or on behalf of each Party under the Development Program with respect to any

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Development Lead or Clinical Candidate that is being Co-Developed or is eligible for Co-Development, or any Co-Developed Product, together with such additional information in its possession as may be reasonably requested from time to time by the JPT.

          4.9.2 Commercialization Reports. ELAN shall keep the JPT generally informed of the progress of ELAN’s efforts to Commercialize Products in the Territory through periodic updates. Without limiting the generality of the foregoing, if ELAN alone (rather than with or through a Sublicensee) is Commercializing a Co-Developed Product, ELAN shall provide the JPT with [***] written updates to each Product Commercialization Plan for each Co-Developed Product in the applicable Co-Development Territory(ies), Indication and formulation, which shall (a) summarize ELAN’s efforts to Commercialize such Co-Developed Product in the applicable Co-Development Territory(ies), Indications and formulations, (b) identify the Regulatory Filings and Drug Approval Applications with respect to such Co-Developed Product that ELAN or any of its Affiliates or Sublicensees have filed, sought or obtained in the prior [***] month period or reasonably expect to make, seek or attempt to obtain in the following [***] month period and (c) to the extent not prohibited by Applicable Laws, summarize all post-marketing clinical and other data generated by ELAN with respect to such Co-Developed Product in the applicable Co-Development Territory(ies), Indication and formulation; provided, that, ELAN agrees to use Commercially Reasonable Efforts to include the obligations set forth in this Section 4.9.2 in each Sublicense Agreement. In addition, each Party (but not a Sublicensee) shall be required to provide such additional information that it has in its possession as may be reasonably requested from time to time by the JPT and/or the JMC regarding the Commercialization of any Product; provided, that, ELAN agrees to use Commercially Reasonable Efforts to include the foregoing obligation in each Sublicense Agreement.

          4.9.3 Adverse Event Reports; Review of Regulatory Filings and Correspondence.

               (a) Adverse Events. In addition to the updates described in Section 4.9.1 and 4.9.2, ELAN shall provide ARCHEMIX with all Adverse Event information and product complaint information relating to Clinical Candidates or Products as such information is compiled or prepared by ELAN in the normal course of business within time frames consistent

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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with reporting obligations under Applicable Laws. All such Adverse Event and product complaint information shall be sent to ARCHEMIX in accordance with Section 13.1 and shall constitute Confidential Information of ELAN; provided, that, ARCHEMIX shall have the right to disclose any Serious Adverse Event to Third Parties solely to the extent required by Applicable Laws (including, without limitation, any applicable regulations of the FDA) or as required in writing by the FDA.

               (b) Preparation of Drug Approval Applications. Except as provided in Section 4.9.3(d) and (e), ELAN shall (i) consult with ARCHEMIX in good faith in the preparation of all Drug Approval Applications for Co-Developed Products for the applicable Indication and formulation and (ii) consider all comments of ARCHEMIX in good faith, taking into account the best interests of the Collaboration and of the Co-Development of the applicable Clinical Candidate and Commercialization of the applicable Co-Developed Product for the applicable Indication and formulation on a global basis.

               (c) Regulatory Meetings; Review of Other Regulatory Filings and Correspondence. Except as provided in Section 4.9.3(d), ELAN shall (i) use reasonable efforts to provide ARCHEMIX with at least [***] days advance notice of any meeting with the FDA or other Regulatory Authority regarding a Drug Approval Application relating to, or Regulatory Approval for, any Clinical Candidate that is being Co-Developed or is eligible for Co-Development, or any Co-Developed Product, and ARCHEMIX may elect to send one person reasonably acceptable to ELAN to participate (at ARCHEMIX’ sole cost and expense) solely as an observer in such meeting; (ii) subject to any Third Party confidentiality obligations, provide ARCHEMIX with drafts of each Regulatory Filing or other material regulatory document or correspondence with a Regulatory Authority pertaining to any Clinical Candidate that is being Co-Developed or is eligible for Co-Development or any Co-Developed Product and is prepared for submission to the FDA or other Regulatory Authority, sufficiently in advance of submission so that ARCHEMIX may review and comment on the substance of such Regulatory Filing or other document or correspondence; and (iii) promptly provide ARCHEMIX with copies of any document or other correspondence received from the FDA pertaining to any Clinical Candidate that is being Co-Developed or is eligible for Co-Development, or any Co-Developed Product. If

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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ARCHEMIX has not commented on such Regulatory Filing or other document or correspondence within [***] days (or, in the case of an IND, [***] days) after it is provided to ARCHEMIX, then ARCHEMIX shall be deemed to have no comments on such Regulatory Filing or other documents or correspondence. ELAN shall consider all comments of ARCHEMIX in good faith.

               (d) Co-Developed Products. ELAN shall (i) use reasonable efforts to provide ARCHEMIX with copies of each Regulatory Filing or other material regulatory document or correspondence with a Regulatory Authority pertaining to any Clinical Candidate that is being Co-Developed or is eligible for Co-Development and any Co-Developed Product so that ARCHEMIX may review and provide comment on the substance of such Regulatory Filing or other document or correspondence and (ii) promptly provide ARCHEMIX with copies of any document or correspondence received from the FDA pertaining to such Clinical Candidate or Co-Developed Product.

     4.10 Development and Commercialization Rights and Restrictions.

          4.10.1 Development and Commercialization Rights. Except as provided in this Section 4.10 or Section 4.11.1(c), ELAN shall have the exclusive right during the Term to Develop Clinical Candidates and Commercialize Products in the Territory.

          4.10.2 Right of First Negotiation for [***]. If at any time during the Term, ARCHEMIX determines to formally pursue an [***] Agreement, ARCHEMIX shall give written notice to ELAN (the “[***] Opportunity Notice”) describing and specifying the status of Development of the Technology, Patent Rights and particular products that ARCHEMIX reasonably expects to be involved in the [***] Agreement. ELAN shall have [***] days following the date that the [***] Opportunity Notice is given by ARCHEMIX (the “[***] Notice Period”) to give written notice to ARCHEMIX that it wishes to enter into negotiations with ARCHEMIX with respect to such [***] Agreement (an “[***]ROFN Notice”); provided that, if ELAN determines not to give an [***]ROFN Notice prior to expiration of the [***] Notice Period, it shall in good faith provide written notice to ARCHEMIX promptly upon such determination that it declines to enter into negotiations. If ELAN gives written notice within the [***] Notice Period that it wishes to enter into negotiations with ARCHEMIX, the Parties shall

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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negotiate in good faith with respect to an [***] Agreement for a period of up to [***] days from the end of the [***] Notice Period. If the Parties do not agree upon financial terms with respect to the [***] Agreement within the [***] day negotiation period, ARCHEMIX shall thereafter have no obligation to ELAN with respect thereto and shall have the unencumbered right to negotiate and execute an [***] Agreement with any Third Party.

     4.11 Co-Development Option.

          4.11.1 Exercise of Co-Development Options.

               (a) ELAN Notice. For each IL-23 Aptamer undergoing Development as a potential IL-23 Product, ELAN shall give written notice to ARCHEMIX of the Non-Parenteral Option Termination Date or Psoriatic Diseases Option Termination Date, if applicable, at least [***] days before such Option Termination Date. In the event ELAN revises its estimate of the date of Initiation of the relevant Phase II Clinical Trial to a later date, ELAN shall so notify ARCHEMIX and the relevant Option Termination Date shall be extended to the date [***] days before the revised estimated date of Initiation of the relevant Phase II Clinical Trial. In no event will any Psoriatic Diseases Option Termination Date or Non-Parenteral Option Termination Date occur any sooner than the date specified in ELAN’s initial written notice thereof. If ELAN fails to give any such written notice at least [***] days before an Option Termination Date, such Option Termination Date shall be [***] days after ELAN actually gives such notice, and if ELAN never gives such notice, such Option Termination Date shall be [***] days after ARCHEMIX has Knowledge of the actual Initiation of the relevant Phase II Clinical Trial.

               (b) Co-Development Option. ARCHEMIX shall have the option, exercisable on a one-time basis for each IL-23 Aptamer undergoing Development as a potential IL-23 Product (the “Co-Development Option”), but not the obligation, to Co-Develop any IL-23 Aptamer (within the applicable Indication and formulation and, as to the Psoriatic Diseases Co-Development Option, within the applicable Co-Development Territory(ies)), and to share a certain percentage of the Operating Income (Loss) applicable to that IL-23 Aptamer within the applicable Co-Development Territory(ies), Indication and formulation by providing written notice to ELAN, which notice shall specify the applicable potential IL-23 Aptamer, the

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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applicable Co-Development Territory(ies) (as to the Psoriatic Diseases Co-Development Option) and the applicable ARCHEMIX Co-Development Percentage (the “Co-Development Option Notice”). The Co-Development Option shall only be exercised upon ARCHEMIX’ payment of the applicable Co-Development Option Exercise Fee (as defined in Section 4.11.1(b) below) either (i) with respect to each Psoriatic Diseases Co-Development Option, at any time during the period commencing on the Effective Date and ending on the Psoriatic Diseases Option Termination Date (the “Psoriatic Diseases Option Exercise Period”) or (ii) with respect to each Non-Parenteral Co-Development Option, at any time during the period commencing on the Effective Date and ending on the Non-Parenteral Option Termination Date (the “Non-Parenteral Option Exercise Period”). If such payment is timely made as provided in the previous sentence, (i) the IL-23 Aptamer that is the subject of the Co-Development Option shall thereafter be deemed to be a Co-Developed Product (within the applicable Indication and formulation and, as to the Psoriatic Diseases Co-Development Option, for the applicable Co-Development Territory(ies)) for purposes of this Agreement, (ii) ARCHEMIX shall thereafter pay to ELAN the ARCHEMIX Co-Development Percentage of all Development Costs and Commercialization Costs applicable to that Co-Developed Product, either for the Territory and relevant formulations as to the Non-Parenteral Co-Development Option or for the applicable Co-Development Territory(ies), Indications and formulations as to the Psoriatic Diseases Co-Development Option, and (iii) ARCHEMIX shall share in the fraction of Operating Income (Loss) derived from such Co-Developed Product in the Territory for the relevant formulation (as to the Non-Parenteral Co-Development Option) or the applicable Co-Development Territory(ies), Indications and formulations (as to the Psoriatic Diseases Co-Development Option) in accordance with Section 4.11.3, equal to the applicable ARCHEMIX Co-Development Percentage multiplied by the applicable Operating Income (Loss) for that Co-Development Product within the applicable Co-Development Territory(ies), Indications and formulations. The Net Sales used to calculate Operating Income (Loss) for purposes of the Psoriatic Diseases Co-Development Option shall consist only of Net Sales derived from prescriptions written by Board-certified dermatologists and any other medical professionals whose prescriptions for Psoriatic Diseases (versus other Indications) are capable of being segregated, as reasonably determined in good faith by the JMC. The appropriate method of allocating Development Costs and Commercialization Costs on a Co-

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Development Territory by Co-Development Territory basis shall be discussed in good faith between the Parties at the time the Psoriatic Diseases Co-Development Option Notice is given to ARCHEMIX, and shall be subject to the dispute resolution procedure set forth in Section 13.1 if the Parties cannot mutually agree upon such matter within [***] days after such discussions commence. ARCHEMIX shall not be entitled to receive milestone payments or royalties for milestone events or Net Sales occurring with respect to such Co-Developed Product for the applicable Co-Development Territory (or the Territory for Non-Parenteral Co-Developed Products) and for the relevant Indications and formulations being Co-Developed, after ARCHEMIX has given the applicable Co-Development Option Notice. If ARCHEMIX does not timely exercise its Co-Development Option within the applicable Option Exercise Period and timely pay the applicable Co-Development Option Exercise Fee, ELAN shall be free thereafter to Develop the applicable IL-23 Aptamer and/or IL-23 Product on its own or have it Developed under sublicense to a Third Party for any and all Indications and formulations throughout the Territory with no further option exercisable by ARCHEMIX. Notwithstanding any of the foregoing, in no event shall ARCHEMIX be entitled to co-promote any Product (whether or not it has Co-Developed such Product) with ELAN.

               (c) Fully-Exercised Co-Developed Product. If an ARCHEMIX Co-Development Option Notice covers a Fully-Exercised Co-Developed Product in a Non-Parenteral formulation, all Significant Co-Development Decisions made on and after the Initiation of Phase III Clinical Trials with respect to Development of that Fully-Exercised Co-Developed Product in the Territory and the applicable Indications and formulations shall be [***] by the Parties and shall be [***]. [***] other decisions with respect to Development of any Co-Developed Products shall be made by [***].

               (d) Clarification. For purposes of clarity, (i) if ARCHEMIX exercises a Non-Parenteral Co-Development Option, it shall not have any right to Co-Develop any parenteral formulation of that Product that may later be Developed by ELAN unless such parenteral formulation is for any Psoriatic Diseases for which ARCHEMIX has exercised its Psoriatic Diseases Co-Development Option, and (ii) if ARCHEMIX exercises a Psoriatic

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Diseases Co-Development Option, it shall not have any right to Co-Develop that Clinical Candidate or Product for any non-Psoriatic Diseases.

          4.11.2 Specification of ARCHEMIX Co-Development Percentage. Subsequent to the exercise of a Co-Development Option as provided in Section 4.11.1, ARCHEMIX agrees to pay an amount equal to the aggregate Development Costs and Commercialization Costs that both Parties incur with respect to that Co-Developed Product for the relevant Co-Development Territory(ies), Indications and formulations, multiplied by the applicable ARCHEMIX Co-Development Percentage. The Parties hereby agree that (a) once a Co-Development Option has been exercised, the applicable ARCHEMIX Co-Development Percentage for that Co-Developed Clinical Candidate and Co-Developed Product shall be fixed and not subject to change and (b) if ELAN amends or adjusts its estimate, or either Party exceeds the budget, for Development Costs and Commercialization Costs with respect to the Co-Developed Product, ARCHEMIX shall remain obligated to pay the ARCHEMIX Co-Development Percentage of such revised estimate or increased expense.

          4.11.3 Co-Development Option Exercise Fee.

               (a) With respect to each Psoriatic Diseases Co-Developed Product, the term “Co-Development Option Exercise Fee” shall mean: (i) if the Co-Development Territory set forth in the Co-Development Option Notice includes the United States, a one-time payment equal to [***]% times the applicable ARCHEMIX Co-Development Percentage times the Early Stage Development Costs applicable to such Psoriatic Diseases Co-Developed Product; (ii) if the Co-Development Territory set forth in the Co-Development Option Notice includes only the European Union, a one-time payment equal to [***]% times the applicable ARCHEMIX Co-Development Percentage times the Early Stage Development Costs applicable to such Psoriatic Diseases Co-Developed Product; and (iii) if the Co-Development Territory set forth in the Co-Development Option Notice includes everywhere in the world other than the U.S. and the European Union, a one-time payment equal to [***]% times the applicable ARCHEMIX Co-Development Percentage times the Early Stage Development Costs applicable to such Psoriatic Diseases Co-Developed Product. For convenience, the option exercise percentage is calculated based upon three assumed elements: (1) that the market split by countries is assumed as United

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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States — [***]%, European Union — [***]% and everywhere in the world other than the U.S. and the European Union — [***]%; (2) that the market potential for Psoriasis is assumed as [***]% of the total IL-23 product market potential; and (3) that the premium for opting in to Co-Development at Phase II is [***]%. Therefore, the Co-Development Percentage for the United States is calculated as [***]%. For example, if ARCHEMIX were to exercise its Co-Development Option with respect to a Psoriatic Diseases Co-Developed Product, and in doing so (x) elected a [***] percent ([***]%) Co-Development Percentage, (y) elected the United States and the European Union as Co-Development Territories and (z) did not elect everywhere else in the world as a Co-Development Territory, then the Co-Development Option Exercise Fee would be a one-time payment equal to [***]% of the Development Costs and Commercialization Costs applicable to such Psoriatic Diseases Co-Developed Product (i.e., [***]).

               (b) With respect to the Non-Parenteral Development Option, the term “Co-Development Option Exercise Fee” shall mean: a one-time payment equal to [***] times the applicable ARCHEMIX Co-Development Percentage times the applicable Early Stage Development Costs applicable to such Non-Parenteral IL-23 Product.

          4.11.4 Additional Information; Estimated Development Costs. As soon as practicable following ARCHEMIX’ request after receipt of notice under Section 4.11.1, the Parties shall meet to discuss whether or not ARCHEMIX intends to exercise the applicable Co-Development Option. In addition, not less than once during the Psoriatic Diseases Option Exercise Period and/or Non-Parenteral Option Exercise Period, ELAN shall provide ARCHEMIX with (i) a schedule summarizing all Development Costs and Commercialization Costs incurred with respect to the relevant Non-Parenteral IL-23 Product(s) or Psoriatic Diseases IL-23 Product(s), as the case may be; (ii) ELAN’s non-binding good faith estimate of all Development Costs and Commercialization Costs it expects to incur with respect to such Non-Parenteral IL-23 Product(s) or Psoriatic Diseases IL-23 Product(s), as the case may be, over the next four (4) Quarters; and (iii) any additional information Controlled by ELAN that ELAN reasonably determines is necessary for ARCHEMIX to decide whether to exercise such Co-Development Option. In addition, ELAN shall provide prompt written updates of any material changes to any material and/or information provided to ARCHEMIX under this Section 4.11.4.

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          4.11.5 Estimated Development Costs. If ARCHEMIX exercises its Co-Development Option for an IL-23 Product as set forth in Sections 4.11.1 and 4.11.2, ELAN shall provide ARCHEMIX with ELAN’s revised non-binding, good faith estimate of all Development Costs and Commercialization Costs it expects to incur with respect to that Co-Developed Product (for the applicable Indications and formulations and, as to the Psoriatic Diseases Co-Development Option, Co-Development Territory(ies)) during the next four (4) Quarters on or before the first day of each full Quarter after the date of exercise.

          4.11.6 Reconciliation and Auditing of Development Costs and Commercialization Costs.

               (a) Reconciliation. Within [***] days following the end of each [***] following the exercise of the Co-Development Option applicable to a given Co-Developed Product, each of ARCHEMIX and ELAN shall submit to the other Party a written report setting forth in reasonable detail all Development Costs and Commercialization Costs incurred by each such Party over such Quarter for the Co-Developed Product for the applicable Indication formulation and Co-Development Territory(ies). Within [***] days following the receipt by ELAN of ARCHEMIX’ written report, ELAN shall prepare and submit to ARCHEMIX a written report setting forth in reasonable detail (a) the calculation of all such Development Costs and Commercialization Costs incurred by both Parties over such [***] and (b) the calculation of the net amount owed by ARCHEMIX to ELAN or by ELAN to ARCHEMIX in order to ensure the appropriate sharing of such Development Costs and Commercialization Costs in accordance with the ARCHEMIX Co-Development Percentage. The net amount payable shall be paid by ARCHEMIX or ELAN to the other, as applicable, within [***] days after the distribution by the JPT of such written report.

               (b) Records; Audit Rights. Each Party shall keep and maintain for [***] years complete and accurate records of Development Costs and Commercialization Costs incurred with respect to Co-Developed Products for the applicable Indications, formulations and Co-Development Territory(ies) in sufficient detail to allow confirmation of same by the JPT, the JMC and the other Party. Each Party shall have the right for a period of [***] Calendar Years after such Development Costs and Commercialization Costs are reconciled in accordance with

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Section 4.11.6(a) to appoint at its expense an independent certified public accountant reasonably acceptable to the other Party to audit the relevant records of the other Party and its Affiliates to verify that the amounts of such Development Costs and Commercialization Costs were correctly determined. The audited Party and its Affiliates shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from the auditing Party, solely to verify that such Development Costs and Commercialization Costs were correctly determined. Such audit right shall not be exercised by the auditing Party more than once in any Calendar Year and no period may be audited more than once. All records made available for audit shall be deemed to be Confidential Information of the audited Party. The results of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event there was an error in the amount of Development Costs and/or Commercialization Costs reported by the audited Party hereunder, (a) if the amount of such costs was over reported, the audited Party shall promptly (but in any event no later than [***] days after the audited Party’s receipt of the report so concluding) make payment to the auditing Party of the amount required to achieve the appropriate sharing of such costs, and (b) if the amount of such costs was under reported, the auditing Party shall promptly (but in any event no later than [***] days after the auditing Party’s receipt of the report so concluding) make payment to the audited Party of the amount required to achieve the appropriate sharing of such costs. The auditing Party shall bear the full cost of such audit unless such audit discloses an under-payment by the audited Party of more than [***] percent ([***]%) of its portion of the relevant amount of Development Costs and Commercialization Costs in any Calendar Year, in which case the audited Party shall reimburse the auditing Party for all costs incurred by the auditing Party in connection with such audit.

          4.11.7 Roll-Over Payments. If, in any [***], the actual Development Costs and Commercialization Costs to be borne by ARCHEMIX with respect to a Co-Developed Product for that [***] exceeds by greater than [***] percent ([***]%) ARCHEMIX’ share of ELAN’s last good faith estimate given before the start of the previous [***] as provided in Section 4.11.5,

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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ARCHEMIX may, upon written notice to ELAN, delay payment of its share of any such excess until the subsequent [***] (the “Roll-Over Payment”).

     4.12 Reconciliation and Auditing of Operating Income (Loss).

               (a) Quarterly Report. Unless otherwise delegated by the JPT or as otherwise agreed to by the Parties, ELAN shall be responsible for issuing a written report (each, a “Quarterly Report”) to the JPT and ARCHEMIX within [***] days after the end of the last month of each Quarter, which Quarterly Report shall include the following calculations for such preceding Quarter (for the applicable Indications, formulations and, as to Psoriatic Diseases Co-Developed Products, Co-Development Territory(ies)): (i) the quantity of Co-Developed Products sold by ELAN, its Affiliates or Sublicensees; (ii) the calculation of Net Sales with respect to such Co-Developed Products; (iii) the amount of Operating Income (Loss) calculated in accordance with Schedule 4; and (iv) the amount of Operating Income (Loss) that each Party is entitled to, based on the ARCHEMIX Co-Development Percentage.

               (b) Audit Rights. ELAN shall keep and maintain for [***] years complete and accurate records of Operating Income (Loss) and Net Sales of Co-Developed Products for the relevant Co-Development Territory(ies), Indications and formulations (“Co-Development Net Sales”) in sufficient detail to allow confirmation of same by the JPT, the JMC and ARCHEMIX. ARCHEMIX shall have the right for a period of [***] Calendar Years after such Operating Income (Loss) and Co-Development Net Sales are reconciled in accordance with Section 4.11.6(a) to appoint at its expense an independent certified public accountant reasonably acceptable to ELAN to audit the relevant records of ELAN and its Affiliates to verify that the amount of such Operating Income (Loss) and Co-Development Net Sales are correctly determined. ELAN and its Affiliates shall each make its relevant records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from ARCHEMIX, solely to verify that such Operating Income (Loss) and Co-Development Net Sales hereunder were correctly determined. Such audit right shall not be exercised by ARCHEMIX more than once in any Calendar Year and no period may be audited more than once. All records made available for audit shall be deemed to be Confidential Information of ELAN. The results

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of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event there was an error in the amount of such Operating Income (Loss) and Co-Development Net Sales reported by ELAN hereunder, (a) if the effect of the error resulted in an underpayment to ARCHEMIX, ELAN shall promptly (but in any event no later than [***] days after ELAN’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount, and (b) if the effect of the error resulted in an overpayment to ARCHEMIX, ARCHEMIX shall promptly (but in any event no later than [***] days after ARCHEMIX’ receipt of the report so concluding) make payment to ELAN of the overpayment amount. ARCHEMIX shall bear the full cost of such audit unless such audit discloses an underpayment by ELAN of more than [***] percent ([***]%) of the aggregate amount of ARCHEMIX’ share of Operating Income (Loss) in any Calendar Year, in which case ELAN shall reimburse ARCHEMIX for all reasonable costs incurred by ARCHEMIX in connection with such audit.

     4.13 Product Recalls; True-Up. In the event that any Regulatory Authority issues or requests a recall or takes similar action in connection with a Product, or in the event a Party reasonably believes that an event, incident or circumstance has occurred that may result in the need for a recall, market withdrawal or other corrective action regarding a Product, such Party shall promptly advise the other Party thereof by telephone or facsimile. Following such notification, ELAN shall decide and have control of (a) whether to conduct a recall or market withdrawal (except in the event of a recall or market withdrawal mandated by a Regulatory Authority, in which case it shall be required in the applicable country or countries) or to take other corrective action in any country and (b) the manner in which any such recall, market withdrawal or corrective action shall be conducted; provided that ELAN shall keep ARCHEMIX regularly informed regarding any such recall, market withdrawal or corrective action. Except with respect to events related to the manufacture of Product by ARCHEMIX as set forth in any Supply Agreement that may be executed by the Parties, ELAN shall bear all expenses of any such recall, market withdrawal or corrective action that does not involve a Co-Developed Product (including, without limitation, expenses for notification, destruction and return of the affected Product). If the recall involves a Co-Developed Product, then ARCHEMIX shall bear

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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that share of the recall, market withdrawal or corrective action expenses that is equal to the applicable ARCHEMIX Co-Development Percentage. Further, if any royalties have been paid to ARCHEMIX on Net Sales of affected Products which have subsequently become subject to a refund (“Refunded Products”) then, to the extent such refunds are actually paid by ELAN, ELAN shall have the right to offset the amount of royalties previously paid to ARCHEMIX that are applicable to such Refunded Products against future royalties paid by ELAN pursuant to Section 5.4.

5. PAYMENTS

     5.1 Upfront Fee. ELAN shall pay ARCHEMIX a non-refundable one-time upfront fee in the amount of Seven Million Dollars (US $7,000,000) by wire transfer within thirty (30) days of the Effective Date, according to instructions that ARCHEMIX shall provide.

5.2 R&D Funding.

          5.2.1 Payment of FTE Costs. ELAN shall pay ARCHEMIX the aggregate FTE Cost for all FTEs expended by ARCHEMIX in performing its activities under the Annual Research Plan(s) as described in Section 3.2, subject to this Section 5.2, based on the FTE Rate; provided however, that in the event of termination of this Agreement pursuant to Section 10.2.1 prior to expiration of the Research Program Term, no further payments for future FTE Costs shall be due after the date of the termination notice and any payment made by ELAN for FTE Costs that would have been incurred after the date of termination shall be promptly refunded to ELAN. On the Effective Date and on the first day of each subsequent Quarter during the Research Program Term, ELAN shall make a payment equal to the estimated FTE Cost for such Quarter, as reflected in the then-current Annual Research Plan and all then-current Annual Development Plans, but in no event shall such payment be less than [***] Dollars ($[***]). To enable ELAN to reconcile amounts paid hereunder, ARCHEMIX shall provide ELAN with quarterly reconciliation statements that specify the actual number of ARCHEMIX FTEs performing activities under the Research Program and Development Program to no fewer than [***] decimal places for the last Quarter in the aggregate, within [***] days of the completion of each Quarter during the Research Program Term. If, with respect to a particular Quarter (a) the FTE Cost attributable to the number of FTEs specified in the quarterly reconciliation statement

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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for such Quarter is more than the minimum amount set forth above but less than the estimated FTE Costs set forth in the Annual Research Plan and all Annual Development Plans for such Quarter in the aggregate and paid for by ELAN, ELAN shall have the right to immediately apply the excess paid by it towards the FTE Cost due to ARCHEMIX in subsequent Quarters until such balance is zero; or (b) the FTE Cost attributable to the number of FTEs specified in the quarterly reconciliation statement for such Contract Quarter is, due to the written request of ELAN for additional FTEs, more than the estimated FTE Costs set forth in the Annual Research Plan and all Annual Development Plans for such Quarter in the aggregate, ELAN shall pay the deficiency with its payment under this Section 5.2 for the next Quarter. If, upon the expiration or termination of the Research Program Term, ARCHEMIX was unable to make available [***] FTEs for the conduct of the Research Program, then, to the extent requested by ELAN (a) ARCHEMIX shall be obligated to provide ELAN, at no further cost to ELAN, with a number of FTEs equal to the difference between [***] FTEs and the number of FTEs actually made available by ARCHEMIX and (b) the Research Program Term shall be extended for an [***] until such FTEs have been [***] utilized.

          5.2.2 Application of R&D Funding Obligation. Notwithstanding anything to the contrary in this Section 5.2, if at any time during the third Contract Year of the Research Program Term, (a) ELAN is performing research, Development or Commercialization activities against each of three (3) separate Program Targets, and (b) ARCHEMIX has no obligation to conduct any ARCHEMIX Research Activities or Development activities in any Annual Research Plan or Annual Development Plan, then ELAN shall have the right to apply the unused portion of the FTE funding contemplated by Section 5.2.1 for such third Contract Year towards any future activities with respect to the research or development of aptamers that bind Program Targets that ELAN requests ARCHEMIX to perform at any time during the next five (5) years.

          5.2.3 R&D Funding Audit Rights. ARCHEMIX shall keep complete and accurate books and financial records pertaining to the number of FTEs utilized in conducting the Research Program and the ARCHEMIX Development Activities and details of the activities performed by such FTEs, which books and financial records shall contain sufficient detail to allow confirmation of same by the JPT, the JMC and ELAN and shall be retained by

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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ARCHEMIX until [***] Calendar Years after the end of the Contract Year to which they pertain. ELAN shall have the right to appoint at its expense an independent certified public accountant reasonably acceptable to ARCHEMIX to audit, upon [***] days written notice, the books and financial records of ARCHEMIX relating to the number of FTEs utilized in conducting the Research Program and/or the ARCHEMIX Development Activities, and their activities, during any Quarter(s); provided, that, ELAN shall not have the right to audit any Quarter with respect to each of the Research Program and the ARCHEMIX Development Activities more than once. All books and financial records made available for such audit shall be deemed to be Confidential Information of ARCHEMIX. The results of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event there was an error relating to the reported FTEs utilized in conducting the Research Program and/or the ARCHEMIX Development Activities, (a) if the effect of the error resulted in an overpayment by ELAN, ARCHEMIX shall promptly (but in any event no later than [***] days) after ARCHEMIX’ receipt of the report so concluding, make payment to ELAN of the overpayment and (b) if the effect of the error resulted in an underpayment by ELAN, then ELAN shall promptly (but in no event later than [***] days after ELAN’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount. ELAN shall bear the full cost of such audit unless such audit discloses an over reporting by ARCHEMIX of more than [***] percent ([***]%) of the aggregate amount of FTE Costs reportable in any Quarter, in which case ARCHEMIX shall reimburse ELAN for all reasonable costs incurred by ELAN in connection with such audit.

     5.3 Milestone Payments.

          5.3.1 Milestones.

               (a) Regulatory Milestones.

               (i) Collaboration Products. ELAN shall make each of the following non-refundable, non-creditable (except as provided in Section 5.3.2) payments to ARCHEMIX within [***] days after the occurrence of the following milestone events for each of the first two (2) Collaboration Products for each Program Target other than IL-23 to

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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achieve the following milestones, regardless of the number of Collaboration Products that are Developed and Commercialized under this Agreement.

Milestone Event	Payments
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]

     If payment is made for any of milestones 2, 3, 4, 5, 6, or either of 7 or 8, with respect to any Collaboration Product and any of the preceding milestone payments (except milestone 7 in the case of payment of milestone 8) have not been made with respect to such Collaboration Product, then such earlier milestone payments shall be made concurrently therewith (for example, if milestone 6 [***] is paid, but milestone 5 [***] has not been paid, then milestone payments 6 and 5 shall both be made on the basis of the achievement of milestone 6).

               (ii) IL-23 Products. ELAN shall make each of the following non-refundable, non-creditable (except as provided in Section 5.3.2) payments to ARCHEMIX within [***] days after the occurrence of the following milestone events for each of the first

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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three (3) IL-23 Products to achieve the following milestones, regardless of the number of IL-23 Products that are Developed and Commercialized under this Agreement:

Milestone Event	Payments
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
9. [***]	$[***]

     If payment is made for any of milestones 2, 3, 4, 5, 6, 7, 8 or 9 with respect to any Indication for any IL-23 Product and any of the preceding milestone payments [***] have not been made with respect to such Indication for such IL-23 Product, then such earlier milestone payments shall be made concurrently therewith (for example, if milestone 7 [***] is paid, but milestone 6 [***] has not paid, then milestone payments 7 and 6 shall both be made on the basis of the achievement of Milestone 7.

               (iii) Effect of Development of Multiple Products for Same Indication on Obligation to Pay Milestones. If ELAN Develops more than one Clinical Candidate or Lead Compound for a given Program Target and a given Indication, (a) ELAN shall make all milestone payments for the first Clinical Candidate or Lead Compound that achieves any milestone events for that Indication as set forth in Section 5.3.1(a); and (b) subject to subsection (v) below, ELAN shall make the milestone payments for the

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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subsequent Clinical Candidates or Lead Compounds that achieve a milestone event occurring at or after the Initiation of [***] (e.g., milestone events [***] under Sections 5.3.1(a)(i) and/or 5.3.1(a)(ii)) for that Program Target and that Indication; provided, that, if such subsequent Clinical Candidates or Lead Compounds are later designated by ELAN for the treatment of an Indication other than Indications for which the first Clinical Candidate or Lead Compound that is the subject of a [***] is Developed, ELAN shall then pay all applicable milestones for such subsequent Clinical Candidates or Lead Compounds except any that have already been paid, but including all milestone payments that are in arrears.

               (iv) For purposes of this Section 5.3.1, only a Clinical Candidate, Lead Compound, IL-23 Product or Collaboration Product comprising, consisting of or incorporating a separate new chemical entity shall be considered to be a separate Clinical Candidate, Lead Compound, IL-23 Product or Collaboration Product, as the case may be, for which separate milestones may be due and payable.

               (b) Sales Milestones. ELAN shall, with respect to each IL-23 Product, make each of the following non-refundable payments within [***] days after the first occurrence of the corresponding milestone event for such IL-23 Product:

Milestone Event	IL-23 Products
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]
[***]	$[***]

          5.3.2 Effect of Discontinued Development on Obligation to Pay Milestones for Both IL-23 Products and Collaboration Products. For purposes of clarity, notwithstanding Section 5.3.1, if (a) ELAN makes any milestone payments for a Lead Compound, Clinical Candidate or Product and (b) ELAN subsequently terminates Development

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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of such Lead Compound, Clinical Candidate or Product, ELAN shall only be obligated to make payments corresponding to those milestone events that occur for a subsequently Developed Lead Compound, Clinical Candidate or Product binding to the same Program Target for which it had not previously made payments under Section 5.3.1 with respect to the terminated Lead Compound, Clinical Candidate or Product.

          5.3.3 Determination that Milestone Events have Occurred. ELAN shall provide ARCHEMIX with prompt written notice upon each occurrence of a milestone event set forth in Section 5.3.1. In the event that, notwithstanding the fact that ELAN has not given such a notice, ARCHEMIX believes any such milestone event has occurred, it shall so notify ELAN in writing and shall provide to ELAN data, documentation or other information that supports its belief. Any dispute under this Section 5.3.3 that relates to whether or not a milestone event has occurred shall be referred to the JMC to be resolved as an Excepted Decision.

     5.4 Payment of Royalties; Royalty Rates; Accounting and Records.

          5.4.1 Payment of Royalties.

               (a) Royalty Rates. ELAN shall pay ARCHEMIX a royalty based on Annual Net Sales of each Royalty-Bearing Product in each Calendar Year (or partial Calendar Year) commencing with the First Commercial Sale of such Royalty-Bearing Product in any country in the Territory and ending upon the last day of the last Royalty Term for such Royalty-Bearing Product, at the following rates:

               (i) Collaboration Products:

Annual Net Sales Worldwide	Royalty Rate (%)
[***]	[***]%
[***]	[***]%
[***]	[***]%

               (ii) IL-23 Products:

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Annual Net Sales in the U.S.	Royalty Rate (%)
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%

Annual Net Sales
in the Major Market Countries	Royalty Rate (%)
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%

Annual Net Sales In ROW	Royalty Rate (%)
[***]	[***]%
[***]	[***]%
[***]	[***]%

               The following hypothetical example illustrates the calculation of royalties under Section 5.4.1(a): If, in any Calendar Year during the Term, Annual Net Sales of a Collaboration Product are $[***], the applicable royalty would be $[***], [***]% of Net Sales for Net Sales up to $[***], [***]% of Net Sales for Net Sales over $[***] and up to $[***] and [***]% of Net Sales for Net Sales over $[***].

               (b) No Patent Coverage. Notwithstanding anything to the contrary in Section 5.4.1(a), in the event that ELAN sells, in any country, a Royalty-Bearing Product that is not covered by a Valid Claim in such country of (i) the Licensed Patent Rights and/or (ii) any

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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ELAN Joint Product Patent Rights (as defined below), all applicable royalties in effect with respect to such Royalty-Bearing Product in such country as specified in Section 5.4.1 shall be reduced to [***] percent ([***]%) until the last day of the Royalty Term with respect to such Royalty-Bearing Product in such country. For purposes of this Section 5.4.1(b) and Section 7.1.2(c) only, the term “ELAN Joint Product Patent Rights” means Patent Rights that cover ELAN Product Technology that is jointly discovered, conceived or reduced to practice (whether actively or constructively) by employees of, or consultants to, ELAN and employees of, or consultants to, ARCHEMIX other than as a result of the participation by ARCHEMIX employees or consultants on the JMC or the JPT as described in Article 2.

               (c) Royalty Offsets. In the event that ELAN, in order to successfully research, Develop and Commercialize a Product, or practice the licenses granted to it hereunder in any country, reasonably determines that it is legally or commercially necessary to make and actually makes any payments to any Third Party (“Third Party Payments”) in order to obtain a license or other right, title or interest in and to an issued patent and/or, solely to the extent described in the last sentence of this Section 5.4.1(c), a pending patent application (a “Third Party License”), then the royalties payable to ARCHEMIX for such Product under Section 5.4.1(a) with respect to such country may be reduced by [***] percent ([***]%) of the amount of such Third Party Payments; provided that such reductions shall not reduce the royalty that would otherwise be payable for such Product under Section 5.4.1 by more than [***] percent ([***]%) of the amount otherwise payable with respect to Net Sales of such Product in such country (the “[***] Offset”). Unused [***] Offset credits may be carried over from one royalty period to the next, subject to the latter [***] ([***]%) limitation set forth above; provided, that (i) unused [***] Offset credits may only be applied in a subsequent royalty period after the reductions to be applied in such period pursuant to the first sentence of this Section 5.4.1(c) have been fully applied and (ii) any unused [***] Offset credits that have not been offset against royalty payments under this Section 5.4.1(c) within [***] years following accrual may not be carried over to any future royalty periods; provided, that, unused [***] Offset credits accrued prior to the First Commercial Sale of a Product may be applied as provided above for a period of [***] years commencing on the date of First Commercial Sale. Notwithstanding the foregoing, ELAN shall

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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be solely responsible for, and the royalties payable to ARCHEMIX pursuant to Section 5.4.1 shall not be reduced by, any Third Party Payments solely to obtain a Third Party License to either (a) a proprietary method of administering or packaging a pharmaceutical (for clarity, excluding proprietary molecules, methods and/or processes of formulation and drug delivery technologies such as controlled release, transdermal delivery, nanotechnology and lyophilizing, all of which may be technologies for which such [***] Offset is available), or (b) a patent that had issued, or a patent application that was published and pending in the United States or a Major Market Country or with the European Patent Office or as a PCT application, at the time a Target was designated a Program Target by ELAN, and which then contained a valid or patentable claim that covered the Program Target (as agreed by the Patent Coordinators or, in the event they cannot reach agreement in good faith, a mutually-selected neutral Third Party patent attorney). For purposes of clarity, the [***] Offset shall apply to (i) all Third Party Payments for Third Party Licenses related to IL-23, which was chosen as a Target by ARCHEMIX prior to the Effective Date, and (ii) all Third Party Payments for Third Party Licenses relating to a Program Target, where such Third Party License is (1) for issued patents or pending patent applications that issued, were published or otherwise became publicly available after the date that ELAN designated that Program Target, or (2) pending patent applications that were published and pending in a country other than the United States or a Major Market Country or with the European Patent Office or as a PCT application on or before the date that ELAN designated that Program Target or (3) in settlement of litigation with respect to such Program Target.

               (d) Know-How Payments. The Parties hereby acknowledge and agree that any royalties that are payable for a Product described in Section 5.4.1(b) shall be in consideration of (i) ARCHEMIX’ expertise and know-how concerning the identification of Aptamers, including its development of the SELEX™ Process and its other Aptamer-related development activities conducted prior to the Effective Date; (ii) the performance by ARCHEMIX of the Research Program, (iii) the disclosure by ARCHEMIX to ELAN of results obtained in the Research Program; (iv) the licenses granted to ELAN hereunder with respect to Licensed Technology and Joint Technology that are not within the claims of any Patent Rights Controlled by ARCHEMIX; (v) the restrictions on ARCHEMIX in Section 7.5; and (vi) the “head start” afforded to ELAN by each of the foregoing.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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               (e) Payment Dates and Reports. Royalty payments shall be made by ELAN within [***] days after the end of each [***] commencing with the [***] in which the First Commercial Sale of a Product occurs. ELAN shall also provide, at the same time each such payment is made, a report showing: (a) the Net Sales of each Product by type of Product and country in the Territory; (b) the basis for any deductions from gross amounts billed or invoiced to determine Net Sales; (c) the applicable royalty rates for such Product; (d) the exchange rates used in calculating any of the foregoing; and (e) a calculation of the amount of royalty due to ARCHEMIX.

               (f) Combination Products. The earned royalty due on a Combination Product shall be determined pro rata on a Combination Product-by-Combination Product and country-by-country basis, by multiplying Net Sales of the Combination Product by the fraction A/(A+B), where A is the invoice price of the Royalty-Bearing Product when sold separately and B is the invoice price of the Supplemental Product when sold separately by a Party, its Affiliate or its Sublicensee or, if not sold by them, then the average invoice price when sold separately by Third Parties. If the Supplemental Product in the Combination Product is not sold separately by any Person, Net Sales shall be calculated by multiplying actual net revenues derived from sales of the Combination Product by the fraction A/C, where A is as previously defined and C is the invoice price of the Combination Product sold by a Party, its Affiliate or its Sublicensee. For purposes of clarity, the average invoice price and the actual net revenues for any Supplemental Product shall be for a quantity comparable to that contained in the Combination Product and shall be of the same class, purity and potency as that contained in the Combination Product. If neither the Royalty-Bearing Product nor the Supplemental Product included in the Combination Product, or the Combination Product itself, or both, are sold separately, Net Sales shall be calculated based on the mutual written agreement of the Parties as to a reasonable allocation between the Royalty-Bearing Product and the Supplemental Product, taking into account total manufacturing costs, proprietary protection and relative contribution thereof. If the Parties are unable to reach agreement on an appropriate method of determining royalties for a Combination Product, the matter shall be submitted to the JMC for resolution under Section 2.1.5.

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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          5.4.2 Records; Audit Rights. ELAN and its Affiliates and Sublicensees shall keep and maintain for [***] years from the date of each payment of royalties hereunder complete and accurate records of gross sales and Net Sales by ELAN and its Affiliates and Sublicensees of each Product, in sufficient detail to allow royalties to be determined accurately. ARCHEMIX shall have the right for a period of [***] years after receiving any such royalty payment to appoint at its expense an independent certified public accountant reasonably acceptable to ELAN to audit the relevant records of ELAN and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. ELAN and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from ARCHEMIX, solely to verify that royalty payments hereunder were correctly determined. Such audit right shall not be exercised by ARCHEMIX more than [***] in any [***] or more than [***] with respect to sales of a particular Product in a particular period. All records made available for audit shall be deemed to be Confidential Information of ELAN. The results of each audit, if any, shall be promptly (but in any event no later than [***] days) after the audit reported to both Parties in writing and shall be binding on both Parties. In the event there was an underpayment by ELAN hereunder, ELAN shall promptly (but in any event no later than [***] days after ELAN’s receipt of the report so concluding) make payment to ARCHEMIX of any shortfall. ARCHEMIX shall bear the full cost of such audit unless such audit discloses an underreporting by ELAN of more than [***] percent ([***]%) of the aggregate amount of royalties payable in any Calendar Year, in which case ELAN shall reimburse ARCHEMIX for all costs incurred by ARCHEMIX in connection with such audit.

          5.4.3 Overdue Royalties and Milestones. All royalty payments not made within the time period set forth in Section 5.4.1(e), including underpayments discovered during an audit, and all milestone payments not made within the time period specified in Section 5.3.1, shall bear interest at a rate of [***] percent ([***]%) per month from the due date until paid in full or, if less, the maximum interest rate permitted by Applicable Laws. When made, any such

CONFIDENTIAL

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overdue royalty or milestone payment shall be accompanied by, and credited first to, all interest so accrued.

          5.4.4 Payments. All payments made by ELAN hereunder shall be made by wire transfer from a banking institution in the United States in US Dollars in accordance with instructions given in writing from time to time by ARCHEMIX.

          5.4.5 Taxes. Any income taxes or other taxes which ELAN is required by law to pay or withhold on behalf of ARCHEMIX with respect to milestones, royalties and any other monies or other transfer for value payable or provided to ARCHEMIX under this Agreement shall be deducted from such milestones, royalties and any other monies due to ARCHEMIX under this Agreement. Any such tax required to be paid or withheld shall be an expense of and borne solely by ARCHEMIX. ELAN shall provide ARCHEMIX with documentation of such withholding in a manner that is satisfactory for purposes of reporting to the U.S. Internal Revenue Service. Payments made by either Party for goods and services provided by the other Party under this Agreement are exclusive of Value Added Tax, sales tax or any other similar or substitute tax which will be additionally payable by the Party receiving the goods or services in the event that Value Added Tax, sales tax or any other similar or substitute tax applies to any of these payments; provided, that the Party providing the goods or services will issue to the other Party an appropriate invoice to support any such charge. ELAN shall submit to ARCHEMIX reasonable proof of payment of the withholding taxes contemplated by this Section, together with an accounting of the calculations of such taxes, within [***] days after which such withholding taxes are remitted to the proper authority. The Parties will cooperate reasonably in completing and filing documents required under the provisions of any applicable tax laws or under any other Applicable Law, in connection with the making of any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment. The Parties will cooperate to minimize such taxes in accordance with Applicable Law.

          5.4.6 Foreign Currency Exchange. All royalties shall be payable in full in the United States in United States Dollars, regardless of the countries in which sales are made. If, in any Quarter, Net Sales are made in any currency other than United States Dollars, such Net Sales shall be converted into United States Dollars as follows:

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(A/B), where

A = foreign “Net Sales” (as defined above) in such Quarter expressed in such foreign currency; and

B = foreign exchange conversion rate, expressed in local currency of the foreign country per United States Dollar (using, as the applicable foreign exchange rate, the average of the daily closing rates published in the eastern edition of The Wall Street Journal under the heading “Money Rates,” or any other mutually agreed upon source, for such Quarter).

6. TREATMENT OF CONFIDENTIAL INFORMATION; PUBLICITY; NON-SOLICITATION.

     6.1 Confidentiality.

          6.1.1 Confidentiality Obligations. ARCHEMIX and ELAN each recognizes that the other Party’s Confidential Information and Proprietary Materials constitute highly valuable assets of such other Party. ARCHEMIX and ELAN each agrees that, subject to Section 6.1.2, it will not disclose, and will cause its Affiliates and Sublicensees not to disclose, any Confidential Information or Proprietary Materials of the other Party and it will not use, and will cause its Affiliates and Sublicensees not to use, any Confidential Information or Proprietary Materials of the other Party except as expressly permitted hereunder; provided that such obligations shall apply during the Term and for an additional [***] years thereafter.

          6.1.2 Limited Disclosure. ARCHEMIX and ELAN each agrees that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 6.1.3. In addition, ARCHEMIX and ELAN each agrees that the other Party may disclose its Confidential Information (a) on a need-to-know basis to such other Party’s legal and financial advisors, (b) as reasonably necessary in connection with an actual or potential (i) permitted sublicense of such other Party’s rights hereunder, (ii) debt or equity financing of such other Party or (iii) Change of Control involving such other Party, (c) to any Third Party that is or may be engaged by such other Party to perform services in connection

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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with the Research Program, and (d) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed; provided, that, (A) in the case of subsections (b)(i) and (iii) and (c) above, the other Party and the applicable Third Party first enter into a Confidentiality Agreement with terms no less stringent than those contained in the Confidentiality Agreement between the Parties, and (B) in the case of subsections (a) and (b)(ii) above, the other Party uses good faith efforts to enter into a Confidentiality Agreement with the applicable Third Party with terms no less stringent than those contained in the Confidentiality Agreement between the Parties. Further each Party agrees that the other Party may disclose such Party’s Confidential Information or Proprietary Materials (A) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights in accordance with this Agreement; (B) as necessary to Develop and Commercialize Collaboration Aptamers under this Agreement; and (C) as required by Applicable Laws; provided, that, in the case of any disclosure under this clause (B), the disclosing Party shall (1) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (2) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense. ELAN hereby agrees that ARCHEMIX shall have the right to disclose to any Third Parties all ARCHEMIX Confidential Information that relates to the IL-23 Program in existence as of the Effective Date substantially in the form, and containing the same and no additional content, as the information previously disclosed in writing by ARCHEMIX to ELAN on June 12, 2006 (but without any ARC numbers or other sequence identifiers or any oligonucleotide sequences), subject to the execution by such Third Parties of a confidential disclosure agreement containing terms consistent with those customarily used by ARCHEMIX in such agreements.

          6.1.3 Employees and Consultants. ARCHEMIX and ELAN each hereby represents that all of its employees and consultants, and all of the employees and consultants of its Affiliates, who participate in the activities of the Collaboration or have access to Confidential Information or Proprietary Materials of the other Party are or will, prior to their participation or access, be bound by written obligations to maintain such Confidential Information or Proprietary

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Materials in confidence and not to use such information except as expressly permitted hereunder. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations.

     6.2 Publicity. The Parties acknowledge that the terms of this Agreement constitute Confidential Information of each Party and may not be disclosed except as permitted by Section 6.1.2. However, notwithstanding anything to the contrary in Section 6.1, ARCHEMIX, upon the execution of this Agreement, shall issue a press release with respect to this Agreement, in the form attached here to as Schedule 7, and either Party may make subsequent public disclosure of the contents of such press release without further approval of the other Party. After issuance of such press release, except as required by Applicable Laws, neither Party shall issue a press or news release or make any similar public announcement (it being understood that publication in scientific journals, presentation at scientific conferences and meetings and the like are intended to be covered by Section 6.3 and not subject to this Section 6.2) related to the Research Program without the prior written consent of an authorized representative of the other Party. Further, ARCHEMIX shall not issue any press or news release or make any similar public announcement as to the Development Program; provided that notwithstanding the foregoing, either Party shall be expressly permitted to publicly announce (i) the occurrence of any clinical milestone event under Section 5.3.1, so long as neither the amount of the milestone payments associated with the achievement of such milestone event nor any other financial arrangements hereunder are disclosed and (ii) any expansion by the Parties of the Research Program and/or any extension of the Research Program Term, requiring, in each case, an amendment to this Agreement.

     6.3 Publications and Presentations. Each Party agrees that, except as required by Applicable Laws, it shall not publish or present, or permit to be published or presented, the results of or information pertaining to the Research Program or any Development Plan for, or Co-Development of, a Fully-Exercised Co-Developed Product, without the prior review by and approval of an authorized representative of the other Party. Further, ARCHEMIX shall not publish or present, or allow to be published or presented any information pertaining to (a) Development of a Product that is not a Fully-Exercised Co-Developed Product or (b) any Commercialization activities, without the prior review by and approval of an authorized

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representative of ELAN. Except with respect to Fully-Exercised Co-Developed Products, ELAN shall be free to publish and present results of Development, including details regarding the relevant Lead Compounds, Clinical Candidates and/or Products, in accordance with the remainder of this Section 6.3.

     The Parties acknowledge that scientific publications and public presentations must be strictly monitored to prevent any adverse effect from premature publication or dissemination of results of the activities hereunder. Accordingly, each Party shall provide to the other Party the opportunity to review each of the submitting Party’s proposed abstracts, manuscripts or public presentations (including, without limitation, information to be presented verbally to the public) that relate to the Research Program or any Co-Development Program at least [***] days prior to its intended public presentation or submission for publication, and such submitting Party agrees, upon written request from the other Party given within such [***] day period, not to submit such abstract or manuscript for publication or to make such public presentation until the other Party is given up to [***] days from the date of such written request to seek appropriate patent protection for any material in such intended publication or public presentation that it reasonably believes may be patentable. Once such abstracts, manuscripts or presentations have been reviewed and approved by each Party, the same abstracts, manuscripts or presentations do not have to be provided again to the other Party for review for a later submission for publication. Each Party also shall have the right to require that any of its Confidential Information that is disclosed in any such proposed publication or public presentation be deleted prior to such publication or presentation. In any permitted publication or public presentation by a Party, the other Party’s contribution shall be duly recognized, and co-authorship shall be determined in accordance with customary scientific standards.

     6.4 Prohibition on Solicitation. Without the written consent of the other Party, neither Party nor its Affiliates shall, during the [***] or for [***] year thereafter, solicit (directly or indirectly) any employee of the other Party or its Affiliates who participated in the Research Program at any time during the Research Program Term. This provision shall not restrict either Party or its Affiliates from advertising employment opportunities in any manner that does not directly target the other Party or its Affiliates.

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Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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7. LICENSE GRANTS; EXCLUSIVITY

     7.1 Research and Development Licenses.

          7.1.1 ARCHEMIX License Grants.

               (a) Research Program. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to ELAN and its Affiliates a co-exclusive (together with ARCHEMIX), royalty-free license in the Territory during the Term, under the Licensed Technology and Licensed Patent Rights, including ARCHEMIX’ interest in the Joint Technology and Joint Patent Rights, to make and use Collaboration Aptamers for the sole purpose of conducting ELAN Research Activities. The foregoing license shall include the right to grant sublicenses as provided in Section 7.3.

               (b) Development Program. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to ELAN and its Affiliates an exclusive (except to the extent necessary for ARCHEMIX to conduct Development Activities and to Co-Develop Co-Developed Products), royalty-free license in the Territory during the Term, under the Licensed Technology and Licensed Patent Rights, including ARCHEMIX’ interest in the Joint Technology and Joint Patent Rights to make and use Collaboration Aptamers for the sole purpose of Developing such Collaboration Aptamers (including, but not limited to, the right to manufacture or have manufactured such Collaboration Aptamers, subject to Section 4.5) in the Territory. The foregoing license shall include the right to grant sublicenses as provided in Section 7.3.

               (c) License to Certain Program Technology for Use Outside the Collaboration. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to ELAN and its Affiliates a non-exclusive, royalty-free license, with the right to grant sublicenses, in the Territory under ARCHEMIX Program Technology and Patent Rights Controlled by ARCHEMIX claiming ARCHEMIX Program Technology to research, develop, make, use, sell, offer for sale and import products that are not, and that do not contain, Aptamers, for any and all uses outside of the ARCHEMIX Field. For purposes of clarity, ELAN shall have no right pursuant to the foregoing license to develop, make, use or sell Aptamers, or to grant a

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sublicense to a Third Party to develop, make, use or sell Aptamers, for any use within the ARCHEMIX Field, except as expressly granted otherwise herein.

          7.1.2 ELAN Grants.

               (a) Research Program. Subject to the terms and conditions of this Agreement, ELAN hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free license in the Territory during the Research Program Term, without the right to grant sublicenses, under ELAN Technology, ELAN Patent Rights, ELAN Product Technology and ELAN Product Patent Rights and ELAN’s interest in Joint Technology and Joint Patent Rights, for the sole purpose of conducting the Research Program.

               (b) Development Program. Subject to the terms and conditions of this Agreement, ELAN hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free license in the Territory during the Term, without the right to grant sublicenses, under ELAN Technology and ELAN Patent Rights, ELAN Product Technology and ELAN Product Patent Rights and ELAN’s interest in Joint Technology and Joint Patent Rights for the sole purpose of conducting ARCHEMIX Development Activities and Co-Development of Co-Developed Products.

               (c) License and Rights to Certain Program Technology for Use Outside the Collaboration. Subject to the terms and conditions of this Agreement, ELAN hereby grants to ARCHEMIX and its Affiliates a non-exclusive, royalty-free license in the Territory, with the right to grant sublicenses under ELAN Patent Rights and ELAN Joint Product Patent Rights that cover Aptamer-Generic Technology, to research, develop, make, use, sell, offer for sale and import products that are, or that contain, Aptamers other than Program Aptamers, for any and all uses within the ARCHEMIX Field. Further, the Parties shall discuss in good faith the grant of a license on commercially reasonable terms under ELAN Product Patent Rights that cover Aptamer-Generic Technology and are not ELAN Joint Product Patent Rights as follows: if at any time during the Term, ARCHEMIX desires to obtain a license under such ELAN Product Patent Rights, ARCHEMIX shall give written notice to ELAN (the “License Notice”), whereupon the Parties shall negotiate in good faith with respect to a license on commercially reasonable terms for a period of up to [***] days from the date of the License Notice. If the

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Parties do not agree upon the terms with respect to a license within the [***] day negotiation period, ELAN shall thereafter have no obligation to ARCHEMIX with respect to such ELAN Product Patent Rights.

               (d) Terminated Program Aptamers. Subject to the terms and conditions of this Agreement, ELAN hereby grants to ARCHEMIX and its Affiliates an exclusive, royalty-bearing license in the Territory, with the right to grant sublicenses, under (i) ELAN Program Technology and (ii) ELAN’s interest in Joint Technology, to research, develop, have developed, make, have made, use, distribute for sale, sell, offer for sale, import and have imported Terminated Program Aptamers. Such license is subject (i) in accordance with Section 7.1.2(f), to the payment by ARCHEMIX to ELAN of payments in the amounts and at the rates set forth in Sections 5.3 and 5.4 (including without limitation Section 5.4.1(c)) for any such Terminated Program Aptamer for which IND Acceptance had occurred by the time it became a Terminated Program Aptamer and any Product Derived therefrom that is Commercialized by ARCHEMIX, its Affiliates or Sublicensees for the remainder of the applicable Royalty Term, and (ii) to ARCHEMIX agreeing to pay all amounts due to Third Parties by ELAN under agreements between ELAN and such Third Parties with respect to ARCHEMIX’ practice of the foregoing license; provided, that all such payments shall be deemed to be Third Party Payments for purposes of Section 5.4.1(c).

               (e) Rejected Program Targets. Subject to the terms and conditions of this Agreement, ELAN hereby grants to ARCHEMIX and its Affiliates an exclusive (even as to ELAN), royalty-bearing (as described below) license in the Territory, with the right to grant sublicenses, under ELAN Program Technology and ELAN’s interest in Joint Technology, to research, develop, make, have made and use any Rejected Program Targets solely to develop, make, use, sell, offer for sale and import Aptamers binding to such Rejected Program Target, subject to the payment by ARCHEMIX to ELAN, in accordance with Section 7.1.2(d) and 7.1.2(f), of payments in the amounts and at the rates set forth in Sections 5.3 and 5.4 (including without limitation Section 5.4.1(c)) for any Terminated Program Aptamer for which IND Acceptance had occurred by the time it became a Terminated Program Aptamer, and any

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Products Derived therefrom, that are Developed and Commercialized by ARCHEMIX, its Affiliates or Sublicensees, for the remainder of the applicable Royalty Term.

               (f) Payment of Royalties and Milestones and Other Obligations to ELAN. In calculating the payments due to ELAN for the licenses granted in Section 7.12(d) and (e), and related matters, the terms of Sections 5.3 and 5.4 and all related obligations (including the right to offset payments in accordance with Section 5.4.1(c)) shall apply mutatis mutandis to each such Terminated Program Aptamer and Product Derived therefrom.

     7.2 Commercialization License. Subject to the terms and conditions of this Agreement, ARCHEMIX hereby grants to ELAN and its Affiliates an exclusive, royalty-bearing license during the Term under Licensed Technology and Licensed Patent Rights, including ARCHEMIX’ interest in Joint Technology and Joint Patent Rights, for the sole purpose of Commercializing Products (including, but not limited to, the right to make, use, sell, have sold, offer to sell, distribute for sale, import, have imported, make or have made Products, subject to Section 4.5) in the Territory. The foregoing license shall include the right to grant sublicenses as provided in Section 7.3.

     7.3 Right to Sublicense. ELAN shall have the right to grant sublicenses under the licenses granted to it in Sections 7.1 and 7.2, except that ELAN shall not have the right to grant sublicenses under Section 7.1 and 7.2 with respect to any Fully-Exercised Co-Developed Product for the relevant Co-Development Territory(ies), Indication and/or formulation absent prior consent from ARCHEMIX, which shall not be unreasonably withheld, conditioned or delayed. It shall be a condition of any such sublicense that such Sublicensee agrees to be bound by all terms of this Agreement applicable to the conduct of ELAN Research Activities, Development and/or Commercialization of Products in the Territory (including, without limitation, Article 6). ELAN shall provide written notice to ARCHEMIX of any proposed sublicense with respect to a Fully-Exercised Co-Developed Product at least [***] days prior to execution of such sublicense and shall provide copies to ARCHEMIX of all sublicenses (with financial and other confidential terms redacted) within [***] business days after execution thereof. ELAN shall not be relieved of its obligations pursuant to this Agreement as a result of such sublicense.

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     7.4 No Other Rights. ELAN shall have no rights to use or otherwise exploit ARCHEMIX Technology, ARCHEMIX Patent Rights, ARCHEMIX Confidential Information or ARCHEMIX Proprietary Materials, and ARCHEMIX shall have no rights to use or otherwise exploit ELAN Technology, ELAN Product Technology, ELAN Patent Rights, ELAN Joint Product Patent Rights, ELAN Product Patent Rights, ELAN Confidential Information or ELAN Proprietary Materials, in each case, except as expressly set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, (a) ELAN is not granted the right to practice the SELEX™ Process or to use the SELEX™ Technology to identify or modify Aptamers, (b) ELAN is not granted the right to research, develop, make, have made, use, offer for sale, distribute for sale, sell, import and have imported Diagnostic Products; provided that, ELAN may use In Vitro Diagnostics solely to research and Develop (including manufacture and use) Collaboration Aptamers; (c) neither Party shall have, nor grant to any Third Party, any rights to research, develop, make, use, sell, offer for sale or import the IL-23 Aptamer designated as [***] and described in Schedule 9; provided, that, notwithstanding the foregoing, ELAN and ARCHEMIX may each use ARC2350 solely for purposes of the Research Program during the Research Program Term, and (d) ARCHEMIX shall be free to conduct research and development activities with respect to Aptamers other than Collaboration Aptamers.

     7.5 Exclusivity.

          7.5.1 ARCHEMIX. During the Term, ARCHEMIX shall not, and shall cause each of its Affiliates to not, conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, develop or commercialize, or grant any license or other rights to any Third Party to utilize, any Proprietary Materials, Technology or Patent Rights Controlled in whole or in part by ARCHEMIX or any of its Affiliates for the purpose of researching, developing or commercializing any Aptamer or any other molecule or product binding to (a) a Program Target, (b) any Collaboration Aptamer or Aptamer Derived therefrom, except as provided under this Agreement. By way of example, with respect to the IL-23 Program Target, ARCHEMIX will not perform the SELEX™ Process against (i) [***], or the [***] of the [***] or (ii) the [***] or the [***]. For purposes of clarity, and without limiting the generality of the foregoing, there shall be no restriction on ARCHEMIX under this Section 7.5.1

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with regard to Terminated Program Aptamers, or Rejected Program Targets; provided, however, that this sentence shall not be deemed to confer upon ARCHEMIX any license under any ELAN Patent Rights, ELAN Product Patent Rights or other proprietary rights that ELAN may now or in the future Control in respect of any Target or other technology not expressly licensed to ARCHEMIX pursuant to this Agreement.

          7.5.2 ELAN. During the Term, ELAN shall not, and shall cause each of its Affiliates to not conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, develop or commercialize, or grant any license or other rights to any Third Party to utilize any Technology or Patent Rights Controlled by ELAN or any of its Affiliates for the purpose of researching, developing or commercializing, any Aptamer binding to a Program Target or any Aptamer Derived therefrom that binds specifically to the relevant Program Target, except as provided under this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS

     8.1 ARCHEMIX Intellectual Property Rights. ARCHEMIX shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all ARCHEMIX Technology and ARCHEMIX Patent Rights.

     8.2 ELAN Intellectual Property Rights. ELAN shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all ELAN Technology, ELAN Product Technology, ELAN Patent Rights and ELAN Product Patent Rights.

     8.3 Joint Technology Rights. ELAN and ARCHEMIX shall jointly own all Joint Technology and Joint Patent Rights. Notwithstanding anything to the contrary contained in this Agreement or under Applicable Law, except to the extent exclusively licensed to one Party under this Agreement or otherwise prohibited hereby, the Parties hereby agree that either Party may use or license or sublicense to Affiliates or Third Parties all or any portion of its interest in Joint Technology, Joint Patent Rights or jointly owned Confidential Information or Proprietary Materials for any purposes without the prior written consent of the other Party, without restriction and without the obligation to provide compensation to the other Party, except as otherwise provided herein.

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     8.4 Patent Coordinators. ARCHEMIX and ELAN shall each appoint a patent coordinator reasonably acceptable to the other Party (each, a “Patent Coordinator”) to serve as such Party’s primary liaison with the other Party on matters relating to patent filing, prosecution, maintenance and enforcement. Each Party may replace its Patent Coordinator at any time by notice in writing to the other Party. The initial Patent Coordinators shall be:

     For ARCHEMIX: John Harre

     For ELAN: [***]

     8.5 Inventorship. In case of a dispute between ARCHEMIX and ELAN over inventorship and, as a result, whether any particular Technology is ARCHEMIX Technology, ELAN Technology, ELAN Product Technology or Joint Technology, such dispute shall be resolved by patent counsel who (and whose firm) is not at the time of the dispute, and was not at any time during the [***] years prior to such dispute, performing services for either of the Parties, such patent counsel to be selected by mutual written agreement of the Patent Coordinators. The fees for, and expenses of, such patent counsel shall be shared equally by the Parties.

     8.6 Cooperation. Each Party shall cooperate with the other Party to effect the intent of this Article 8, including without limitation by executing documents and making its employees and independent contractors available to execute documents as necessary to achieve the foregoing allocation of ownership rights.

9. INTELLECTUAL PROPERTY

     9.1 Patent Filing, Prosecution and Maintenance.

          9.1.1 ELAN’s Prosecution Rights.

     (a) Subject to Sections 9.1.4 and 9.1.5, ELAN, acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance in the countries listed on Schedule 9, at its sole cost and expense, of (a) Program Aptamer-Specific Patent Rights, (b) all Patent Rights that cover (1) ELAN Product Technology, (2) Joint Technology, and (3) ELAN Program Technology, and (c) ELAN Joint Product Patent

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Rights, but in each case excluding Aptamer-Generic Patent Rights; provided that, ARCHEMIX, acting through patent counsel or agents of its choice, shall have the right but not the obligation, for each Program Target, to prepare on ELAN’s behalf and with ELAN’s approval the first patent application disclosing the corresponding Collaboration Aptamers. ELAN shall have no right or responsibility with respect to the preparation, filing, prosecution and/or maintenance of any claims within the Licensed Patent Rights that relate to a Terminated Program Aptamer or its manufacture or its formulation or a method of its delivery or of its use. ELAN shall nationalize such filings in the European Patent Office and the other countries or regional offices listed on Schedule 9 and shall validate such filings in all EPO contracting states and the contracting states of any other regional offices identified on Schedule 9 and, at ELAN’s sole discretion, in any other country. At ELAN’s request, ARCHEMIX shall cooperate with ELAN in all reasonable respects in connection with such preparation, filing, prosecution and maintenance of such Aptamer-Specific Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable to Licensed Patent Rights. For purposes of clarity, notwithstanding anything to the contrary herein, ELAN shall have no rights to prepare, file, prosecute and/or maintain any Patent Rights included in the SELEX™ Portfolio or the Aptamer-Generic Patent Rights.

               (b) ELAN, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of all Patent Rights covering ELAN Background Technology.

               (c) ELAN, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of all IL-23 Patent Applications.

          9.1.2 ARCHEMIX Prosecution Rights.

               (a) Program Technology. ARCHEMIX, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of all Patent Rights that cover (1) only Aptamer-Generic

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Technology and (2) ARCHEMIX Program Technology that are not part of Aptamer-Specific Patent Rights or Aptamer-Generic Patent Rights. At ARCHEMIX’ request, ELAN shall cooperate with and assist ARCHEMIX in all reasonable respects, at ARCHEMIX’ expense, in connection with such preparation, filing, prosecution and maintenance of such Aptamer-Generic Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable.

               (b) ARCHEMIX Background Technology. Subject to Section 9.1.1(c), ARCHEMIX, at its sole expense and acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of all Patent Rights covering ARCHEMIX Background Technology.

          9.1.3 Joint Prosecution. Notwithstanding anything to the contrary in Section 9.1.1(a) or 9.1.2(a), unless the Parties otherwise agree, the Parties, acting through patent counsel or agents of its choice, shall be jointly responsible for the preparation, filing, prosecution and maintenance of all Patent Rights that cover Program Technology and that contain one or more claims that cover both Aptamer-Specific Patent Rights and Aptamer-Generic Patent Rights as follows: (a) ELAN shall be responsible for the preparation, filing, prosecution and maintenance of any such claims that are Aptamer-Specific Patent Rights; (b) ARCHEMIX shall be responsible for the preparation, filing, prosecution and maintenance of any such claims that are Aptamer-Generic Patent Rights; (c) the Parties shall discuss in good faith whether and how to pursue those claims for which they have primary responsibility under this Section 9.1.3 in separate patent applications; (d) each Filing Party shall provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any application, amendment, submission or response filed pursuant to this Section 9.1.3; and (e) each Party shall be responsible for all expenses incurred by it for the preparation, filing prosecution and maintenance of any Patent Rights for which it has primary responsibility pursuant to this Section 9.1.3.

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          9.1.4 Information and Cooperation. Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 9.1 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder for Program Technology and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights under this Section 9.1; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other activities. In addition, ELAN (a) agrees that if ARCHEMIX claims any action taken under Section 9.1.1(a) or (c) would be detrimental to Patent Rights covering ARCHEMIX Background Technology (including without limitation the SELEX™ Portfolio), ARCHEMIX shall provide written notice to ELAN and the Patent Coordinator shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

          9.1.5 Abandonment. If a Filing Party decides to abandon or to allow to lapse any of the Patent Rights covering any Program Technology for which it has responsibility, it shall inform the Non-Filing Party of such decision promptly and, in any event, so as to provide the Non-Filing Party a reasonable amount of time to meet any applicable deadline to establish or preserve such Patent Rights in such country or region. The Non-Filing Party shall have the right to assume responsibility for continuing the prosecution of such Patent Rights in such country or region and paying any required fees to maintain such Patent Rights in such country or region or defending such Patent Rights, through patent counsel or agents of its choice, which shall be at

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the Non-Filing Party’s sole expense. The Non-Filing Party shall not become an assignee of any such Patent Rights as a result of its assumption of any such responsibility. Upon transfer of such responsibility under this Section 9.1.5, the Filing Party shall promptly deliver to the Non-Filing Party copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for the Non-Filing Party to assume such responsibility.

     9.2 Legal Actions.

          9.2.1 Third Party Infringement.

               (a) Notice. In the event either Party becomes aware of (i) any possible infringement of any Licensed Patent Rights, ELAN Patent Rights, ELAN Product Patent Rights, ELAN Joint Product Patent Rights or Joint Patent Rights through the Development or Commercialization of an Aptamer covered by the Program Aptamer-Specific Patent Rights, or (ii) the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act for a product that includes an Aptamer covered by the Program Aptamer-Specific Patent Rights (each, an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”).

               (b) ELAN Right to Enforce.

                    (i) Enforcement of Section 9.1.1(b) Patent Rights. In the event that any Infringement relates to any Patent Rights covering ELAN Background Technology, ELAN shall have the sole right but not the obligation to enforce such claim.

                    (ii) Enforcement of Sections 9.1.1(a) and (c) Patent Rights and Certain 9.1.3 Patent Rights. In the event that any Infringement relates to any Patent Right that ELAN is responsible for prosecuting pursuant to Sections 9.1.1 and/or 9.1.3, ELAN shall have the first right (but not the obligation) to enforce such claim, which may include the institution of legal proceedings or other action; provided that, notwithstanding the foregoing, ELAN shall not admit the invalidity or unenforceability of any Licensed Patent Rights without ARCHEMIX’ prior written consent.

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     ELAN shall keep ARCHEMIX reasonably informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. ARCHEMIX shall assist ELAN, upon request and at ARCHEMIX’ expense in taking any action to enforce any such Patent Rights and shall join in any such action if deemed to be a necessary party. ELAN shall incur no liability to ARCHEMIX as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any such claim invalid, not infringed or unenforceable. All costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by ELAN. If ELAN does not take commercially reasonable steps to abate the Infringement of such Patent Rights within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then ARCHEMIX shall have the right and option to do so at its expense. For purposes of clarity, notwithstanding anything to the contrary herein, ELAN shall have no rights to enforce any (1) ARCHEMIX Patents Rights covering the SELEX™ Process or SELEX™ Technology, or (2) the SELEX™ Portfolio.

               (c) ARCHEMIX Right to Enforce.

                    (i) Enforcement of Section 9.1.2(b) Patent Rights. In the event that any Infringement relates to any Patent Rights covering ARCHEMIX Background Technology, ARCHEMIX shall have the sole right but not the obligation to enforce such claim.

                    (ii) Enforcement of Section 9.1.2(a) Patent Rights and Certain 9.1.3 Patent Rights. In the event that any Infringement relates to any Patent Right that ARCHEMIX is responsible for prosecuting pursuant to Sections 9.1.2 and/or 9.1.3, ARCHEMIX shall have the first right (but not the obligation) to enforce such claim, which may include the institution of legal proceedings or other action.

     ARCHEMIX shall keep ELAN reasonably informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. ELAN shall assist ARCHEMIX, upon request and at ELAN’s expense in taking any action to enforce any such Patent Rights and shall join in any such action if deemed to be a necessary party. ARCHEMIX shall incur no liability to ELAN as a consequence of such litigation or any unfavorable decision resulting therefrom,

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including any decision holding any such claim invalid, not infringed or unenforceable. All costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by ARCHEMIX. If ARCHEMIX does not take commercially reasonable steps to abate the Infringement of such Patent Rights within [***] days from any Infringement Notice (or [***] days in the case of an Infringement resulting from the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act), then ELAN shall have the right and option to do so at its expense.

               (d) Representation of Either Party. Each Party shall have the right to be represented by counsel that it selects in any legal proceedings or other action instituted under this Section 9.2.1 by the other Party.

               (e) Cooperation by the Parties. In any action, suit or proceeding instituted under this Section 9.2.1, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party instituting such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. If a Party with the right to initiate legal proceedings under Section 9.2.1 lacks standing to do so and the other Party has standing to initiate such legal proceedings, then the Party with standing shall initiate such legal proceedings at the request and expense of the other Party.

               (f) Allocation of Recoveries. Except as provided in subsection (g), any amounts recovered by ELAN pursuant to actions under Section 9.2.1(b), whether by settlement or judgment, shall be allocated in the following order: (i) first, to reimburse ELAN and ARCHEMIX for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (ii) second (A) with respect to actual damages, then, to ELAN and ARCHEMIX [***] ELAN’s historic profits or Net Sales of the Product or Products affected by the Infringement bears to ARCHEMIX’ historic royalties hereunder in respect of such Net Sales, in each case as determined in good faith, and (B) with respect to punitive, special or consequential damages, [***] percent ([***]%) to ELAN. Any amounts recovered by ARCHEMIX pursuant to actions under Section 9.2.1(b) shall be allocated in the following order: (X) first, to reimburse

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ARCHEMIX and ELAN for their reasonable out of pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (Y) then, [***]% to ARCHEMIX.

               (g) Recoveries Applicable to Co-Developed Products. Any costs incurred or amounts recovered by either Party pursuant to actions under Section 9.2.1 with respect to any Infringement relating to a Co-Developed Product in the relevant Indication, formulation and Co-Development Territory(ies) shall be treated as expenses and revenues subject to the sharing of costs and expenses under Section 4.11 and Schedule 4.

          9.2.2 Defense of Claims.

               (a) Notice. In the event that a Third Party alleges that the conduct of the Research Program or the Development, Co-Development or Commercialization of a Lead Compound, Clinical Candidate, Product or Co-Developed Product infringes a Third Party’s patent, the Party becoming aware of such allegation shall promptly notify the other Party hereof, in writing, reasonably detailing the claim.

               (b) Third Party Suit Relating Primarily to Program Targets or Proprietary Chemistry.

                    (i) In the event that any action, suit or proceeding is brought against either Party or any Affiliate or Sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party relating specifically to the Program Targets by reason of activities conducted pursuant to this Agreement, (A) ELAN shall have the right and obligation to defend such action, suit or proceeding at its sole expense; (B) ARCHEMIX or any of its Affiliates or Sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against ARCHEMIX or any of its Affiliates or Sublicensees, ARCHEMIX may elect to defend itself at its sole expense; and (C) the Parties shall cooperate with each other in all reasonable respects in any such action, suit or proceeding. Settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne solely by ELAN, provided that, if the action, suit or proceeding relates to a Co-Developed Product, such costs,

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royalties and damage payments was well as the Parties’ attorneys’ fees and expenses, shall be subject to the sharing of costs and expenses under Section 4.11 and Schedule 4.

                    (ii) In the event that any action, suit or proceeding is brought against either Party or any Affiliate or Sublicensee of either Party alleging the infringement, by reason of activities conducted pursuant to this Agreement, of the Technology or Patent Rights of a Third Party relating specifically to the use of Proprietary Chemistry in (A) the Research Program or any Product independent of any challenge to the right to practice the SELEX™ Process or SELEX™ Technology or the SELEX™ Portfolio, (B) the Development of any Clinical Candidate, or (C) the Commercialization, including without limitation the manufacture, use or sale, of any Product, and provided that then-available, suitable non-proprietary molecules, methods and/or processes present a reasonable alternative equivalent to such Proprietary Chemistry in the opinion of an independent, neutral Third Party selected by mutual agreement of the Parties, ELAN shall have the right and obligation to defend and resolve such action, suit or prosecution at its sole expense, provided that, if the action, suit or proceeding relates to a Co-Developed Product, such costs, royalties and damage payments as well as the Parties’ attorneys’ fees and expenses, shall be subject to the sharing of costs and expenses under Section 4.11 and Schedule 4.

               (c) Third Party Suit Relating Primarily to the use of the SELEX™ Process or the SELEX™ Technology. In the event that any action, suit or proceeding is brought against either Party or any Affiliate or Sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party by reason of the use of the SELEX™ Process or the use of the SELEX™ Technology (excluding in either case any action, suit or proceeding based solely on the use of Proprietary Chemistry) in the conduct of the Research Program (i) ARCHEMIX shall have the right and obligation to defend and resolve such action, suit or proceeding at its sole expense; and (ii) ELAN or any of its Affiliates or Sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against ELAN or any of its Affiliates or Sublicensees, ELAN or its Affiliate or Sublicensee may elect to defend itself at its sole expense. Settlement costs, royalties

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paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne solely by ARCHEMIX.

               (d) Cooperation in Defense. The Parties shall cooperate with each other in all reasonable respects in any action, suit or proceeding under this Section 9.2.2. Each Party shall provide the other Party with prompt written notice of the commencement of any such suit, action or proceeding, or of any evidence or allegation of infringement of which such Party becomes aware, and shall promptly furnish the other Party with a copy of each communication relating to the alleged infringement that is received by such Party. The Party that is a party to the action, suit or proceeding shall not admit the invalidity of any patent within the Licensed Patent Rights, Joint Patent Rights, ELAN Joint Product Patent Rights, ELAN Product Patent Rights or ELAN Patent Rights, nor settle such action, suit or proceeding in a manner that adversely affects the other Party’s rights under this Agreement, without the written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned.

               (e) Third Party Suit Relating to Other Infringement. In the event that any action, suit or proceeding is brought against either Party or any Affiliate or Sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party other than as provided above, then at the request of the Party against whom the action, suit or proceeding is brought, the other Party shall provide reasonable assistance to such Party and shall join such action, suit or proceeding if deemed a necessary party. The Parties shall share equally in the litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party.

     9.3 Trademark and Copyright Ownership Prosecution, Defense and Enforcement. ELAN shall own and be responsible for the filing, prosecution, maintenance, defense and enforcement of all Product Trademarks and copyrights created during the Research Program, Development and/or Commercialization at ELAN’s expense; provided that any such expenses incurred with respect to Product Trademarks and copyrights for Co-Developed Products shall be treated as Commercialization Costs subject to the cost-sharing mechanism set forth in Section 4.11 and Schedule 4.

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     9.4 Third Party Licenses. If either Party believes that there exists an issued Third Party patent in the absence of a license to which the conduct of the Research Program, the Development of a Clinical Candidate or the Commercialization of a Product would infringe a valid claim under such Third Party patent (a “Blocking Third Party Patent”), it shall notify the JMC and the other Party. The JMC shall discuss in good faith whether, and on what terms, a Blocking Third Party Patent should be licensed for the purposes of this Agreement. Subject to the next sentence of this Section 9.4, (a) any decision with respect to the license of a Blocking Third Party Patent with respect to the SELEX™ Process or the SELEX™ Technology shall be an ARCHEMIX Decision; and (b) any decision with respect to the license of such Blocking Third Party Patent that covers the composition of matter of a Co-Developed Product shall be an Excepted Decision and (c) any decision with respect to the license of such Blocking Third Party Patent not covered by (a) or (b) above shall be an ELAN Decision. If, in making any such ARCHEMIX Decision, ARCHEMIX concludes that a license to such Blocking Third Party Patent is not necessary and ELAN disagrees with such ARCHEMIX Decision, ELAN shall have the right to (a) enter into a license for itself under such Blocking Third Party Patent, or (b) terminate this Agreement pursuant to Section 10.2.1. If, in making any Excepted Decision, the JMC is unable to reach a determination with respect to any issue relating to a proposed license agreement, then such issue shall be evaluated in accordance with the procedures set forth in Section 2.1.5. If such issue cannot be resolved pursuant to Section 2.1.5, then neither Party shall proceed with the activities in the conduct of the Research Program to the extent doing so would infringe such Blocking Third Party Patent.

10. TERM AND TERMINATION

     10.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the end of the Research Program Term and, if ELAN is Developing a Lead Compound or Clinical Candidate or Commercializing a Product as of the end of the Research Program Term, thereafter until (a) such time as ELAN is no longer Developing at least one (1) Lead Compound or Clinical Candidate or (b) if, as of the time ELAN is no longer Developing at least one (1) Lead Compound or Clinical Candidate, ELAN is Commercializing a

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Product, such time as all Royalty Terms for all Products have ended, unless earlier terminated in accordance with the provisions of this Article 10 (the “Term”).

     10.2 Termination. This Agreement may be terminated at any time by either Party as follows:

          10.2.1 Unilateral Right to Terminate. ELAN may terminate this Agreement at any time (a) prior to the expiration of the Research Program Term upon not less than ninety (90) days’ written notice to ARCHEMIX upon the occurrence of any of the following events: (i) if ELAN determines in good faith and in its reasonable discretion that, due to [***] or [***], the Research Program, Development and/or Commercialization is likely to fail to result in any Collaboration Aptamers suitable for Development or Commercialization on a commercially reasonable basis; (ii) if ELAN determines in good faith and in [***], or is [***] by any [***], to [***] the [***] or [***] of any [***] or [***] to [***] or [***] with [***] to such[***] or [***], or any [***] by such [***] or [***]; (iii) if ELAN [***] in [***]and in [***] that (A) a [***] have a [***] for a [***]ARCHEMIX or ELAN of [***] with [***] to any [***] or[***], the [***] of the [***] or the [***], or ELAN’s [***] of a [***]t, and (B) either (1) [***] into a [***] of the [***] or [***] and/or [***] a [***] with [***], (2) such [***] or [***] otherwise not [***], (3) it would be commercially inadvisable to [***] such [***] or [***] or (4) such [***] or [***] only on [***]are not commercially reasonable; or (iv) if ELAN [***] ARCHEMIX [***] not to [***] a [***] to a [***] with [***] to the [***] or the [***]; and (b) at any time on and after the expiration of the Research Program Term upon not less than ninety (90) days’ written notice to ARCHEMIX.

          10.2.2 Termination for Breach. Except as set forth herein, either Party may terminate this Agreement, effective immediately upon written notice to the other Party, for a material breach by the other Party of this Agreement that remains uncured [***] days ([***] days in the event that the breach is a failure of a Party to make any payment required hereunder) after the non-breaching Party first gives written notice to the other Party of such breach and its intent to terminate this Agreement if such breach is not cured. Notwithstanding the foregoing, for any breach by ELAN of its obligations under Section 4.6.2(a), the foregoing notice and cure periods shall apply, but ARCHEMIX shall have the right to terminate only ELAN’s license with

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respect to the relevant Collaboration Compounds, IL-23 Aptamers and/or Products binding to the relevant Program Target for which ELAN failed to meet its diligence obligations, as provided in Section 10.3.3, and this Agreement shall otherwise remain in full force and effect.

          10.2.3 Termination for Insolvency. In the event that either Party files for protection under bankruptcy laws, makes a general assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its business, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not dismissed or stayed within [***] days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party. In connection therewith, all rights and licenses granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 (35A) of the United States Bankruptcy Code. Upon the bankruptcy of any Party the non-bankrupt Party shall further be entitled to a complete duplicate of (or complete access to, if duplication is impossible) any such intellectual property and all embodiments thereof, which shall promptly be delivered the non-bankrupt Party upon written request. The Parties shall retain and may fully exercise all of their respective rights, remedies and elections afforded by and under the Bankruptcy Code.

     10.3 Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to Section 10.2, the following provisions shall apply, as applicable; provided that, after termination of this Agreement, all disputed matters shall immediately be referred to the President of ARCHEMIX and the President (US) of ELAN, or their designees, who shall promptly initiate discussions in good faith to resolve such disputed matters. If any disputed matter is not resolved by these individuals within [***] days after the date of such referral, then either Party may seek any remedy, at law or in equity, that may be available.

          10.3.1 Termination Pursuant to Section 10.2.1. If this Agreement is terminated by ELAN pursuant to Section 10.2.1:

               (a) all licenses granted to ELAN under Article 7 to any Collaboration Aptamers shall immediately terminate and all such Collaboration Aptamers shall become Terminated Program Aptamers upon the effective date of termination; provided, that, if ELAN is

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then Commercializing any Product, ELAN shall have the right to dispose of all partially or previously Made Products within a period of [***] days following the effective date of the notice of termination, subject to the terms of this Agreement, including the payment of royalties and the rendering of reports related thereto;

               (b) all of the Parties’ obligations under Section 7.5 shall immediately terminate;

               (c) the licenses granted by ELAN to ARCHEMIX pursuant to Section 7.1.2(c) as of the date of the notice of termination shall survive; provided, that, any license granted with respect to such rights shall be subject to the Parties having agreed upon commercially reasonable terms as described in Section 7.1.2(c);

               (d) the licenses granted by ELAN to ARCHEMIX pursuant to Section 7.1.2(d) shall survive, subject to the payment by ARCHEMIX to ELAN of (i) for any Terminated Program Aptamer for which IND Acceptance had not occurred by the date of termination and any Products Derived therefrom that are Developed or Commercialized by ARCHEMIX, its Affiliates or licensees anywhere in the Territory in accordance with Section 10.4, the R&D Costs incurred by ELAN and directly attributable to the research and Development of such Terminated Program Aptamer; provided, that, such R&D Costs shall not be payable by ARCHEMIX until [***] days from the date of First Commercial Sale of the Product Derived from such Terminated Program Aptamer, and (ii) for any Terminated Program Aptamer for which IND Acceptance had occurred by the date of termination and any Products Derived therefrom that are Developed or Commercialized by ARCHEMIX, its Affiliates or licensees anywhere in the Territory in accordance with Section 10.4, subsequent milestones in the amounts set forth in Section 5.3 and royalties at the rates set forth in Section 5.4;

               (e) the licenses granted by ELAN to ARCHEMIX in Section 7.1.2(e) shall survive, subject to the payment by ARCHEMIX to ELAN of (i) for any Terminated Program Aptamer for which IND Acceptance had not occurred by the date of termination, and any Products Derived therefrom, that are Developed or Commercialized by ARCHEMIX, its Affiliates or licensees anywhere in the Territory in accordance with Section 10.4, the R&D Costs incurred by ELAN and directly attributable to the research and Development of such Terminated

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Program Aptamer; provided, that, such R&D Costs shall not be payable by ARCHEMIX until [***] days from the date of First Commercial Sale of the Product Derived from such Terminated Program Aptamer and (ii) for any Terminated Program Aptamer for which IND Acceptance had occurred by the date of termination and any Products Derived therefrom that are Developed or Commercialized by ARCHEMIX, its Affiliates or licensees anywhere in the Territory in accordance with Section 10.4, subsequent milestones in the amounts set forth in Section 5.3 and royalties at the rates set forth in Section 5.4;

               (f) each Party shall promptly return all Confidential Information and Proprietary Materials of the other Party that are not subject to a continuing license hereunder; provided that each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder;

               (g) upon written notice from ARCHEMIX, ELAN shall, as soon as reasonably practicable after ARCHEMIX’ request: (i) use Commercially Reasonable Efforts to grant to ARCHEMIX an exclusive, worldwide, royalty-bearing license on commercially reasonable terms under all Product Trademarks, if any; (ii) transfer to ARCHEMIX all of its right, title and interest in all Regulatory Filings, Drug Approval Applications and Regulatory Approvals then in its name and Controlled by ELAN that are applicable to such Terminated Program Aptamers, if any, subject to payment by ARCHEMIX to ELAN of the costs of preparing such Regulatory Filings and Drug Approval Applications, preparing for Commercialization of the relevant Product(s) and obtaining Regulatory Approvals therefor; (iii) subject to subsection (ii), notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect such transfer; (iv) subject to subsection (ii), provide ARCHEMIX with copies of all correspondence between ELAN and such Regulatory Authorities relating to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals, to the extent Controlled by ELAN; (v) subject to subsection (ii), unless expressly prohibited by any Regulatory Authority, endeavor, after full discussion of the facts and circumstances, to transfer control to ARCHEMIX of all clinical trials of such Terminated Products being conducted as of the effective date of termination by or on behalf of ELAN and continue to conduct such trials, at

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ARCHEMIX’ sole expense, for up to [***] months to enable such transfer to be completed without interruption of any such trial, to the extent ELAN is not restricted from doing so under its agreements with any Third Party or by Applicable Law; (vi) use Commercially Reasonable Efforts to assign (or cause its Affiliates to assign) to ARCHEMIX all agreements to which it or its Affiliate is a Party with any Third Party with respect to the conduct of clinical trials for such Terminated Program Aptamers including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless such assignment is not allowed under any such agreement or unless such agreements relate also to products other than Collaboration Aptamers (in which case ELAN shall cooperate with ARCHEMIX in all reasonable respects to secure the consent of such Third Party to such assignment or an alternative mechanism for transferring ELAN’s rights under such agreement to ARCHEMIX); (vii) subject to ELAN’s retention of adequate supplies to the extent required by Applicable Laws and for use as reference standards or as an in vitro research tool for assay validation but not for (A) the development or commercialization of Aptamers, or (B) target validation or library screening; provided, that under no circumstances shall ELAN file for any Patent Rights covering or publicly disclose any Technology produced as a result of any of the permitted uses described above, provide ARCHEMIX at ARCHEMIX’ sole cost, including reimbursement for all Manufacturing Costs and other related expenses, with all further supplies of such Terminated Program Aptamers in the possession of ELAN or any Affiliate of ELAN, or, if ELAN then possesses the right to do so, of any ELAN independent contractor (including Sublicensees); (viii) provide ARCHEMIX with copies of all reports and data generated or obtained by ELAN or its Affiliates pursuant to this Agreement that relate to any such Terminated Program Aptamers that have not previously been provided to ARCHEMIX, to the extent then Controlled by ELAN; and (ix) reimburse ARCHEMIX for all internal and out-of-pocket costs incurred by ARCHEMIX in continuing the research, Development and/or Commercialization of all Terminated Program Aptamers for a period of up to thirty (30) days after the effective date of termination; and

               (h) if ELAN is, as of the effective date of termination, then manufacturing or is then having manufactured by an independent contractor other than a Sublicensee any such Terminated Program Aptamers or any intermediate thereof, then: (i) ELAN

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shall, if requested by written notice from ARCHEMIX, use Commercially Reasonable Efforts to supply ARCHEMIX with its reasonable requirements for all such Terminated Program Aptamers and intermediates for up to [***] months following such termination at a transfer price equal to ELAN’s Manufacturing Cost for the supply of such Terminated Program Aptamers or intermediate, plus [***] percent ([***]%); provided that such requirements do not exceed in any material respect the volume of Terminated Program Aptamers that ELAN is manufacturing or having manufactured as of the effective date of such termination; and (ii) if ARCHEMIX so requests, within [***] days after such request, ELAN shall provide to ARCHEMIX or its designee all information in its Control that is necessary for the manufacture of each such Terminated Program Aptamers or intermediate in the manner ELAN is then manufacturing or having manufactured such Terminated Program Aptamer (such information to be deemed ELAN Confidential Information).

          10.3.2 Termination by ELAN Pursuant to Section 10.2.2 or 10.2.3. If this Agreement is terminated by ELAN pursuant to Section 10.2.2 or 10.2.3:

               (a) all licenses granted by ARCHEMIX to ELAN pursuant to Article 7 shall survive, subject to ELAN’s continued payment of all milestone, royalty and other payments under and in accordance with this Agreement with respect thereto and the compliance by ELAN with its obligations under Sections 5.3, 5.4, 7.1.2(d), 7.1.2(f), 9.1 and 9.2 and Articles 6, 8 and 12 with respect thereto;

               (b) all of the Parties’ obligations under Section 7.5 shall immediately terminate;

               (c) the licenses granted by ELAN to ARCHEMIX pursuant to Section 7.1.2(c) with respect to ELAN Joint Product Patent Rights shall survive and any license agreements negotiated by the Parties pursuant to Section 7.1.2(c) shall survive in accordance with their respective terms;

               (d) the licenses granted by ELAN to ARCHEMIX pursuant to Section 7.1.2(d) shall survive as to any aptamers that were or became Terminated Program Aptamers as of the effective date of such termination, subject to the payment by ARCHEMIX to ELAN of

CONFIDENTIAL

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subsequent milestones in the amounts set forth in Section 5.3 and royalties at the rates set forth in Section 5.4, for any Terminated Program Aptamers for which IND Acceptance had occurred by the date of termination and for any Products Derived therefrom that are Developed or Commercialized by ARCHEMIX, its Affiliates or licensees anywhere in the Territory in accordance with Section 10.4, and the compliance by ARCHEMIX with its obligations under Sections 5.3, 5.4, 7.1.2(d), 7.1.2(f), 9.1, 9.2 and 11.4 and Articles 6, 8 and 12 with respect thereto;

               (e) the licenses granted by ELAN to ARCHEMIX in Section 7.1.2(e) shall survive as to any aptamers that were or became Terminated Program Aptamers as of the effective date of such termination, subject to the payment by ARCHEMIX to ELAN of milestones in the amounts set forth in Section 5.3 and royalties at the rates set forth in Section 5.4 for any Terminated Program Aptamers for which IND Acceptance had occurred by the date of termination and for any Products Derived therefrom that are Developed or Commercialized by ARCHEMIX, its Affiliates or licensees anywhere in the Territory in accordance with Section 10.4, and the compliance by ARCHEMIX with its obligations under Sections 5.3, 5.4, 7.1.2(d), 7.1.2(f), 9.1, 9.2 and 11.4 and Articles 6, 8 and 12 with respect thereto; and

               (f) each Party shall promptly return all Confidential Information and Proprietary Materials of the other Party that are not subject to a continuing license hereunder; provided that each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

     10.3.3 Termination by ARCHEMIX Pursuant to Section 10.2.2. If this Agreement is terminated by ARCHEMIX pursuant to Section 10.2.2, then the provisions of Section 10.3.1 shall apply; provided, however, that, notwithstanding the foregoing, ARCHEMIX shall have no obligation to make any payment to ELAN of R&D Costs incurred by ELAN with respect to any Terminated Program Aptamer that is Developed and Commercialized by ARCHEMIX, its Affiliates and Sublicensees for which IND Acceptance had not occurred by the date of termination, and any Products Derived therefrom, that are Developed or Commercialized by ARCHEMIX, its Affiliates or licensees anywhere in the Territory with respect to any

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Terminated Program Aptamer that is Developed and Commercialized by ARCHEMIX, its Affiliates and Sublicensees .

          10.3.4 Termination by ARCHEMIX Pursuant to Section 10.2.3. If this Agreement is terminated by ARCHEMIX pursuant to Section 10.2.3, the provisions of Section 10.3.1 shall apply, provided, however, that ELAN shall have no obligation to continue to conduct any clinical trials as provided in Section 10.3.1 or to manufacture Terminated Program Aptamers.

          10.3.5 Payment of Royalties by ARCHEMIX. In calculating the milestone and royalty payments due to ELAN for the licenses granted in Sections 10.3.1 and 10.3.2, the terms of Sections 5.3 and 5.4 shall apply mutatis mutandis to each such Terminated Program Aptamer and product Derived therefrom. Such royalties shall be payable for the relevant Royalty Term (determined as if such Product were a Royalty-Bearing Product).

          10.3.6 Definition of R&D Costs. For purposes of this Sections 10.3 and 13.2.1(b) only, the term “R&D Costs” means, with respect to a Terminated Program Aptamer and/or a Rejected Program Target or Target, as the case may be (a) [***] costs paid to a Third Party for specific external research or Development activities applicable to such Terminated Program Aptamer or Rejected Program Target or Target, and (b) [***] costs, determined by multiplying the applicable FTE Rate by the number of FTE hours utilized by both Parties in the relevant period on activities directly relating to the research or Development of such Terminated Program Aptamer in accordance with the Annual Research Plan and/or or Annual Development Plan or relating to the development by ARCHEMIX of the Rejected Program Target or Target, as the case may be.

          10.3.7 Surviving Provisions. Termination or expiration of this Agreement for any reason shall be without prejudice to the rights and obligations of the Parties provided in Sections 3.4.1(a), 4.11.6(b), 4.12(b), 5.2.1, 5.2.3, 5.4.1(e), 5.4.2, 7.4, 8.1, 8.2, 8.3, 8.5, 8.6, 9.1, 9.2, 10.3 (and, if applicable, 4.5(j)), 13.1, 13.3, 13.4 and Articles 6 and 12 (including all other Sections or Articles referenced in any such Section or Article and including Article 1), all of which shall survive such termination or

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expiration; and any other rights or remedies provided at law or equity which either Party may otherwise have. Further, any other provisions of this Agreement that by their nature would reasonably be expected to survive, shall also survive such termination or expiration.

11. REPRESENTATIONS AND WARRANTIES

     11.1 Mutual Representations and Warranties. ARCHEMIX and ELAN each represents and warrants to the other, as of the Effective Date, as follows:

          11.1.1 Organization. It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement.

          11.1.2 Authorization. The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and will not violate (a) such Party’s charter documents, (b) any agreement, instrument or contractual obligation to which such Party is bound in any material respect, (c) any requirement of any Applicable Law, or (d) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party.

          11.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions and it has all rights necessary to grant to the other Party the rights it purports to grant under this Agreement.

          11.1.4 No Inconsistent Obligation. It is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder.

     11.2 Additional Representations of ARCHEMIX. ARCHEMIX further represents and warrants to ELAN, as of the Effective Date, as follows:

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          11.2.1 Licensed Patent Rights. All Licensed Patent Rights listed on Schedule 3 are existing and, to ARCHEMIX’ Knowledge, no Licensed Patent Rights listed on Schedule 3 are invalid or unenforceable. ARCHEMIX has the right to enforce the Licensed Patent Rights listed on Schedule 3.

          11.2.2 Claims or Judgments. There are no claims, judgment or settlements against ARCHEMIX pending, or to ARCHEMIX’ Knowledge, threatened, that invalidate or seek to invalidate the Licensed Patent Rights listed on Schedule 3.

     11.3 Acknowledgments of ELAN. ELAN acknowledges that the licenses granted to ELAN hereunder are subject to certain limitations and restrictions set forth in the ARCHEMIX-Gilead License Agreement and the URC License Agreement and agrees that ELAN shall comply with the terms of the ARCHEMIX-Gilead License Agreement and the URC License Agreement that ARCHEMIX is subject to thereunder. In connection therewith, ELAN hereby acknowledges and agrees that (a) it may not use the SELEX™ Process or the SELEX™ Technology as described in the SELEX™ Portfolio for any reason, including without limitation (i) to research, make, use, sell, offer for sale, import or export any Aptamers for In Vitro Diagnostics, In Vivo Diagnostic Agents or Radio Therapeutics or (ii) develop, modify, manufacture, have manufactured, export, import, use, sell or offer to sell (A) any Aptamer other than a Collaboration Aptamer, or (B) any Excluded Aptamer and/or any product containing an Excluded Aptamer; (b) under the ARCHEMIX-Gilead License Agreement and under the URC License Agreement, ARCHEMIX’ rights in the SELEX™ Process or the SELEX™ Technology as described in the SELEX™ Portfolio may revert to Gilead if ARCHEMIX, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of products and services utilizing the SELEX™ Process or the SELEX™ Technology; (c) in the event of any termination of the URC License Agreement, the licenses granted to ELAN hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, ELAN is not then in breach of this Agreement and ELAN agrees to be bound to UTC as the licensor under the terms and conditions of the URL License Agreement as described in the SELEX™ Portfolio and (c) in the event of any termination of the ARCHEMIX-Gilead License Agreement, the licenses granted to ELAN hereunder shall remain

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in full force and effect in accordance with Section 2.3 of the ARCHEMIX-Gilead License Agreement; provided, that ELAN agrees to be bound to Gilead as the licensor under the terms and conditions of the ARCHEMIX-Gilead License Agreement and provided that if the termination of the ARCHEMIX-Gilead License Agreement arises out of the action or inaction of ELAN, Gilead, at its option, may terminate such license.

     11.4 Acknowledgement of ARCHEMIX. ARCHEMIX hereby acknowledges and agrees that the expiration or termination of any agreement between ARCHEMIX and a Third Party that provides for the license or assignment to ARCHEMIX of Technology that is sublicensed to ELAN pursuant to this Agreement shall not affect any other licenses by ARCHEMIX to ELAN pursuant to this Agreement, so long as ELAN complies with the applicable terms of this Agreement.

12. INDEMNIFICATION

     12.1 Indemnification of ELAN by ARCHEMIX. Except as provided in Section 12.4, ARCHEMIX shall indemnify, defend and hold harmless ELAN, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “ELAN Indemnitees”), against all liabilities, damages, losses and expenses (including, without limitation, reasonable attorneys’ fees and expenses of litigation or settlement) (collectively, “Losses”) incurred by or imposed upon the ELAN Indemnitees, or any one of them, resulting from claims, suits, actions, demands or judgments brought or initiated by, or awarded to, a Third Party (collectively, “Claims”), arising out of or in connection with (i) the activities carried out by, through or on behalf of ARCHEMIX pursuant to this Agreement (other than Co-Development), (ii) the research, development, manufacture, use, sale, development, commercialization, import or distribution of any Terminated Program Aptamer or Rejected Program Target by or through ARCHEMIX or any of its Affiliates, Sublicensees, distributors or agents and (iii) the ARCHEMIX-SomaLogic Agreement brought by, on behalf of or through SomaLogic, Inc. and/or any of its Affiliates, directors, officers, employees, agents and licensees and its and their respective successors, heirs and assigns, arising out of or in connection with any research or Development (including manufacturing and use) with respect to In Vitro Diagnostics conducted by, on behalf of or through any of the ELAN Indemnitees or ARCHEMIX

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Indemnitees, or any of their licensees, for purposes of the Collaboration in the ARCHEMIX Field, except in each case to the extent such Losses result from Claims arising out of or in connection with a breach of this Agreement by, or the gross negligence or willful misconduct of, any of the ELAN Indemnitees; provided that, with respect to any Claim for which ARCHEMIX has an obligation to any ELAN Indemnitee pursuant to this Section 12.1 and ELAN has an obligation to any ARCHEMIX Indemnitee pursuant to Section 12.2, each Party shall indemnify each of the other Party’s Indemnitees for its Losses solely to the extent of such Party’s responsibility, relative to the other Party, for the facts underlying the Claim.

     12.2 Indemnification of ARCHEMIX by ELAN. Except as provided in Section 12.4, ELAN shall indemnify, defend and hold harmless ARCHEMIX, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively the “ARCHEMIX Indemnitees”), against any Losses incurred by or imposed upon the ARCHEMIX Indemnitees, or any one of them, resulting from Claims arising out of or in connection with (i) the activities carried out by, through or on behalf of ELAN pursuant to this Agreement (other than Co-Development and manufacture and supply of Product by ARCHEMIX) and (ii) the use, sale, manufacture (other than by any ARCHEMIX Indemnitee), development, commercialization, distribution, promotion or import of any Product (other than a Co-Developed Product) by ELAN or any of its Affiliates, Sublicensee, distributors or agents, except in each case to the extent such Losses result from Claims arising out of or in connection with (a) a breach of this Agreement by, or the gross negligence or willful misconduct of, any of the ARCHEMIX Indemnitees; or (b) any action, suit or proceeding brought against ELAN alleging (i) the infringement of the Patent Rights or the misappropriation of the trade secrets of a Third Party with respect to the use by ARCHEMIX of the SELEX Process or the SELEX Technology that is covered by Section 9.2.2(c), (ii) the infringement of the Patent Rights of a Third Party that exist as of the Effective Date solely in connection with the research, Development or Commercialization by ELAN of any IL-23 Aptamer (but not including any such Patent Rights that cover the manufacture, formulation or delivery of any such IL-23 Aptamer and/or any component of a Product other than such IL-23 Aptamer ), or (iii) any Claim arising out of or in connection with the ARCHEMIX-Somalogic Agreement or brought by, on

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behalf of or through SomaLogic, Inc. and/or any of its Affiliates, directors, officers, employees, agents and licensees and its and their respective successors, heirs and assigns, arising out of or in connection with any research or Development (including manufacturing and use) with respect to In Vitro Diagnostics conducted by, on behalf of or through any of the ELAN Indemnitees or ARCHEMIX Indemnitees, or any of their licensees, for purposes of the Collaboration in the ARCHEMIX Field; provided, further, that, with respect to any Claim for which ARCHEMIX has an obligation to any ELAN Indemnitee pursuant to Section 12.1 and ELAN has an obligation to any ARCHEMIX Indemnitee pursuant to this Section 12.2, each Party shall indemnify each of the other Party’s Indemnitees for its Losses solely to the extent of such Party’s responsibility, relative to the other Party, for the facts underlying the Claim.

     12.3 Indemnification of Gilead and UTC by ELAN. If, and solely to the extent, legally required by the ARCHEMIX-Gilead License Agreement, ELAN shall indemnify, defend and hold harmless Gilead, its Affiliates and UTC and any of their respective directors, officers, employees and agents (each, a “Gilead Indemnitee”), from and against any Losses that are incurred by a Gilead Indemnitee as a result of any Claims, to the extent such Claims arise out of the possession, research, development, manufacture, use, offer for sale, sale or other commercialization, distribution, administration, storage or transport, by ELAN or its Affiliates or Sublicensees of (a) any Aptamers or Licensed Products, or (b) any other products, services and activities developed by ELAN relating to the Covered Intellectual Property, including any Licensed Products, Aptamers or Documentation (as such terms are defined in the ARCHEMIX-Gilead License Agreement).

     12.4 Co-Developed Products. Notwithstanding Sections 12.1 and 12.2, after a Collaboration Aptamer becomes a Co-Developed Product, and for so long as it remains a Co-Developed Product, any Losses resulting from Claims arising out of or in connection with the research, Development, manufacture (other than by any ARCHEMIX Indemnitee) or Commercialization of such Co-Developed Product in the applicable Indication, formulation and Co-Development Territory(ies) shall be included in the calculation of costs to be shared pursuant to Section 4.11, and not separately subject to indemnification by a Party pursuant to this Article

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12; provided however, that notwithstanding the foregoing, Sections 9.2.1, 9.2.2 and 12.1(iii) shall still apply.

     12.5 Conditions to Indemnification. A Person seeking recovery under this Article 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, if the Indemnifying Party is not contesting its obligation under this Article 12, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim; provided that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as it relates to the Indemnified Party or Person, (b) use counsel that does not have any conflict of interest in such representation, and (c) not settle or otherwise resolve such Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified Party or Person shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim. In no event shall the Indemnifying Party settle any Claim, other than for a monetary settlement, in a manner that would adversely affect the other Party without such other Party’s written consent, not to be unreasonably withheld, conditioned or delayed.

     12.6 Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR NON-VIOLATION OF THIRD PARTY PROPRIETARY RIGHTS. IN ADDITION, NEITHER PARTY MAKES ANY WARRANTIES AS TO THE VALIDITY OR ENFORCEABILITY OF THE PATENT RIGHTS LICENSED BY SUCH PARTY TO THE OTHER PARTY.

          12.6.1 No Warranty of Success. Nothing contained in this Agreement shall be construed as a warranty on the part of either Party that (a) the Research Program will yield any Collaboration Aptamer or otherwise be successful, (b) any Development Program will yield a

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Product or otherwise be successful or (c) the outcome of the Research Program or any Development Program will be commercially exploitable in any respect.

     12.7 Limited Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST REVENUES, WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. This Section 12.7 is not intended to limit either Party’s obligations or rights under Sections 12.1 through 12.5.

13. MISCELLANEOUS

     13.1 Mediation. If any dispute, controversy or claim arises between the Parties relating to any Excepted Decision that cannot be resolved pursuant to Section 2.1.5, the Parties agree to consider attempting to resolve such dispute, controversy or claim (except as to any issue relating to intellectual property) by non-binding mediation administered by the American Arbitration Association in accordance with its commercial mediation rules. Any other disputes, and any disputes not resolved after mediation, may be submitted for resolution by a court of competent jurisdiction

     13.2 Change of Control.

          13.2.1 ARCHEMIX Change of Control.

               (a) Notice. If ARCHEMIX enters into an agreement that results or that, if the transaction contemplated thereby is completed would result, in a Change of Control of ARCHEMIX, ARCHEMIX shall provide ELAN with prompt written notice describing such Change of Control in reasonable detail (the “ARCHEMIX Change of Control Notice”). The ARCHEMIX Change of Control Notice shall be provided by ARCHEMIX prior to execution of such agreement, if permitted under Applicable Laws and not prohibited by the terms of any agreement between ARCHEMIX and any Third Party, and otherwise as soon as practicable

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thereafter and, in any event, not later than promptly following the consummation of the transaction contemplated by such agreement.

               (b) Change of Control Involving Competitive Entity. If the Change of Control that is described in the ARCHEMIX Change of Control Notice results or, if completed, would result, in a Competitive Entity becoming an Affiliate of ARCHEMIX, then, (i) a Target proposed by ELAN for inclusion in the Research Program shall only be refused by ARCHEMIX or the acquirer under Section 3.5.1(b)(4) on and after the date of the consummation of the Change of Control if ARCHEMIX has been researching and/or developing aptamers against such Target (including the conduct of the SELEX™ Process) for a period of not less than [***] months; provided, that, if any such Target is included in the Research Program, ELAN first reimburses ARCHEMIX for all R&D Costs incurred by ARCHEMIX in researching and/or developing aptamers against such Target; and (ii) within either [***] days after such ARCHEMIX Change of Control Notice is provided by ARCHEMIX if such notice is provided prior to the Change of Control becoming effective, or [***] days after such ARCHEMIX Change of Control Notice if such notice is provided after the Change of Control is effective, ELAN shall have the right, in its sole discretion, to provide written notice to ARCHEMIX, (x) if the ARCHEMIX Change of Control Notice is provided prior to expiration of the Research Program Term, to terminate the Research Program (including ELAN’s obligation to fund FTEs pursuant to Section 5.4); and/or (y) if the ARCHEMIX Change of Control Notice is received at any time during the Term, (A) to terminate ARCHEMIX’ participation in any Development Program pursuant to Article 4 (including ARCHEMIX’ right to participate in the JPT and JMC); and/or (B) to the extent not exercised as of the date that the ARCHEMIX Change of Control Notice is given, to terminate ARCHEMIX’ right to exercise any Co-Development Option. If ELAN should fail to give such notice to ARCHEMIX within such [***] day or [***] day period, as applicable, ELAN shall have no further rights to take such actions as set forth in (x) and (y) under this Section 13.2.1 as a result of the Change of Control described in the ARCHEMIX Change of Control Notice.

               (c) Change of Control Involving Competitive Program. If the Change of Control that is described in the ARCHEMIX Change of Control Notice involves a Third Party

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that has a Competitive Program, ARCHEMIX shall so notify ELAN and provide to ELAN a description of the nature of such Competitive Program; provided, that, the existence of such Competitive Program following such Change of Control shall not be deemed to be a breach of this Agreement. The Parties shall then promptly meet to discuss whether, notwithstanding any provision hereof, such Competitive Program would continue following such Change of Control. In any such meeting the Parties will review any restrictions applicable to such Competitive Program that may prevent its combination with the Collaboration, and other issues that may impact the potential combination of such Competitive Program with the Collaboration. If ELAN determines, in its sole discretion, that such Competitive Program should be combined with the Collaboration, then within [***] days the Parties shall agree upon an appropriate amendment to this Agreement such that each chemical compound or product that is part of the Competitive Program would be deemed to be a Collaboration Aptamer whether or not such chemical compound or product meets standards or criteria hereunder for Collaboration Aptamers. The Parties’ rights and obligations under this Agreement then would apply in all relevant respects to any such deemed Collaboration Aptamers (including without limitation, the payment of the milestones and royalties set forth in this Agreement). If ELAN determines, in its sole discretion, that it does not desire to combine such Competitive Program with the Collaboration, then it will so notify ARCHEMIX and ARCHEMIX shall have thirty (30) days during which it would determine whether to divest itself of the Competitive Program. If ARCHEMIX notifies ELAN within such time frame that it will divest itself of the Competitive Program, then it shall do so as promptly as practicable while maintaining separate teams working on such Competitive Program and the Collaboration. If within such [***] day period ARCHEMIX does not respond in writing to ELAN, or ARCHEMIX notifies ELAN that it will not divest itself of such Competitive Program, then ELAN shall have the right to either (A) terminate that portion of the Research Program related to the Program Target(s) involved in the Competitive Program, including a permanent reduction in all Research Program funding and FTE support related thereto to a rate of [***] FTEs per Program Target (notwithstanding Section 5.2.1), or (B) terminate this Agreement, in which case the consequences of termination shall be as set forth in Section 10.3.2. In the event ELAN elects either option (A) or (B), above, such Program Target shall not be deemed a Rejected Program Target, nor shall Aptamers binding to that Program Target be

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deemed Terminated Program Aptamers or otherwise revert or be licensed to ARCHEMIX as a result of such election.

          13.2.2 ELAN Change of Control.

               (a) Notice. If ELAN enters into an agreement that results or, if the transaction contemplated thereby is completed, would result in a Change of Control, ELAN shall provide ARCHEMIX with prompt written notice describing such Change of Control in reasonable detail (the “ELAN Change of Control Notice”). The ELAN Change of Control Notice shall be provided by ELAN prior to execution of such agreement, if permitted under Applicable Laws and not prohibited by the terms of any agreement between ELAN and any Third Party, and otherwise as soon as practicable thereafter and, in any event, not later than promptly following the consummation of the transaction contemplated by such agreement.

               (b) Change of Control Involving Competitive Program. If the Change of Control that is described in the ELAN Change of Control Notice involves a Third Party that has a Competitive Program, ELAN shall so notify ARCHEMIX and provide to ARCHEMIX a description of the nature of such Competitive Program; provided that, the existence of such Competitive Program following such a Change of Control shall not be deemed to be a breach of this Agreement. The Parties shall then promptly meet to discuss whether, notwithstanding any provision hereof, such Competitive Program would continue following such Change of Control. In any such meeting the Parties will review any restrictions applicable to such Competitive Program that may prevent its combination with the Collaboration, and other issues that may impact the potential combination of such Competitive Program with the Collaboration. If ELAN determines, in its sole discretion, that such Competitive Program should be combined with the Collaboration, then within [***] days the Parties shall agree upon an amendment to this Agreement such that each chemical compound or product that is part of the Competitive Program would be deemed to be a Collaboration Aptamer, whether or not such chemical compound or product meets standards or criteria hereunder for Collaboration Aptamers. The Parties’ rights and obligations under this Agreement then would apply in all relevant respects to any such deemed Collaboration Aptamers (including without limitation, the payment of the milestones and royalties set forth in this Agreement.) If ELAN determines, in its sole discretion, that it does not

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desire to combine such Competitive Program with the Collaboration, then ELAN would have an additional [***] days during which it would determine whether to divest itself of the Competitive Program or terminate this Agreement pursuant to Section 10.2.1. If ELAN notifies ARCHEMIX in writing that it will divest itself of the Competitive Program within such time frame, then it shall do so as promptly as practicable while maintaining separate teams working on such Competitive Program and the Collaboration. If ELAN does not notify ARCHEMIX in writing that ELAN will terminate this Agreement or divest itself of such Competitive Program within such [***] day time period, then, unless otherwise agreed to by ARCHEMIX, the Aptamers binding specifically to the relevant Program Target that were identified or used in the Research Program shall be deemed to be Terminated Program Aptamers for purposes of this Agreement.

     13.3 Notices. All notices and communications shall be in writing and delivered personally or by courier, by electronic or facsimile transmission or mailed via certified mail, return receipt requested, addressed as follows, or to such other address as may be designated from time to time:

If to ELAN:	If to ARCHEMIX:
Elan Pharma International, Limited	Archemix Corp.
Monksland, Athlone	300 Third Street
County Westmeath	Cambridge, MA 02142
Ireland
Tel: 011 353 9 064 95000	Tel: (617) 621-7700
Fax: 011 353 9 064 92427	Fax: (617) 621-9300
Attention: VP Legal	Attention: Chief Executive Officer
	Attention: General Counsel
With a copy to:	With a copy to:
Elan Pharmaceuticals, Inc.	Mintz, Levin, Cohn, Ferris, Glovsky
800 Gateway Boulevard	and Popeo, P.C.
South San Francisco, CA 94080	One Financial Center
Tel: 650 877 0900	Boston, Massachusetts 02111
Fax: 650 553 7165	Attention: Jeffrey Wiesen, Esq.
Attention: Sr. V.P. Legal	Tel: (617) 542-6000
	Fax: (617) 542-2241

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In addition, all notices to the JPT or JMC shall be sent to each Party’s designees at such Party’s U.S. address stated above or to such other address as such Party may designate by written notice given in accordance with this Section 13.3.

     Except as otherwise expressly provided in this Agreement or mutually agreed in writing, any notice, communication or document (excluding payment) required to be given or made shall be deemed given or made and effective upon actual receipt or, if earlier, (a) three (3) business days after deposit with an internationally-recognized overnight express courier with changes prepaid, or (b) five (5) business days after mailed by certified, registered or regular mail, postage prepaid, in each case addressed to a Parties at its address stated above or to such other address as such Party may designate by written notice given in accordance with this Section 13.3.

     13.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (USA), without regard to the application of principles of conflicts of law.

     13.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.

     13.6 Headings. Section and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.

     13.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and both of which, together, shall constitute a single agreement.

     13.8 Amendment; Waiver. This Agreement may be amended, modified, superseded or canceled, and any of the terms of this Agreement may be waived, only by a written instrument executed by each Party or, in the case of waiver, by the Party or Parties waiving compliance. The delay or failure of either Party at any time or times to require performance of any provisions shall in no manner affect the rights at a later time to enforce the same. No waiver by either Party of any condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

121

continuing waiver of any such condition or of the breach of such term or any other term of this Agreement.

     13.9 No Third Party Beneficiaries. Except as set forth in Sections 12.1 and 12.2, no Third Party (including, without limitation, employees of either Party) shall have or acquire any rights by reason of this Agreement.

     13.10 Purposes and Scope. The Parties hereto understand and agree that this Collaboration is limited to the activities, rights and obligations as set forth in this Agreement. Nothing in this Agreement shall be construed (a) to create or imply a general partnership between the Parties, (b) to make either Party the agent of the other for any purpose, (c) to alter, amend, supersede or vitiate any other arrangements between the Parties with respect to any subject matters not covered hereunder, (d) to give either Party the right to bind the other, (e) to create any duties or obligations between the Parties except as expressly set forth herein, or (f) to grant any direct or implied licenses or any other right other than as expressly set forth herein.

     13.11 Assignment and Successors. Neither this Agreement nor any obligation of a Party hereunder may be assigned by either Party without the consent of the other, which shall not be unreasonably withheld, conditioned or delayed, except that each Party may assign this Agreement and the rights, obligations and interests of such Party, in whole or in part, to any of its Affiliates, to any purchaser of all of its assets or all of its assets to which this Agreement relates or to any successor corporation resulting from any merger, consolidation, share exchange or other similar transaction. Any attempted assignment in violation of this Section 13.11 shall be void and of no effect.

     13.12 Divestment Offer. If at any time during the Term, ELAN is ordered by a court or administrative agency of competent jurisdiction to divest itself of any project involving any Collaboration Aptamer, ELAN shall give written notice to ARCHEMIX (the “Divestment Opportunity Notice”) specifying the status of development of the particular Collaboration Aptamers that are the subject of such order (the divestment of such Collaboration Aptamers, a “Divestment Opportunity”). ARCHEMIX shall have sixty (60) days following the date that the Divestment Opportunity Notice is given by ELAN (the “Divestment Opportunity Notice Period”) to give written notice to ELAN that it wishes to enter into negotiations with ELAN with

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

122

respect to such Divestment Opportunity (a “Divestment Opportunity ROFN Notice”); provided that, if ARCHEMIX determines not to give a Divestment Opportunity ROFN Notice prior to expiration of the Divestment Opportunity Notice Period, it shall in good faith provide written notice to ELAN that it declines to enter into negotiations, promptly upon such determination. If ARCHEMIX gives written notice within the Divestment Opportunity Notice Period that it wishes to enter into negotiations with ELAN, the Parties shall negotiate in good faith with respect to a definitive written agreement with respect to the Divestment Opportunity for a period of up to ninety (90) days from the date such notice is given. If the Parties do not agree upon and execute a definitive written agreement with respect to the Divestment Opportunity within the ninety (90) day negotiation period, ARCHEMIX shall set forth in writing its final offer with respect to such Divestment Opportunity within five (5) days after expiration of such ninety (90) day negotiation period (the “Final Offer”). If ELAN does not accept such Final Offer within thirty (30) days, then ELAN shall have no further obligation to ARCHEMIX with respect to such Collaboration Aptamers; provided, however, that during the one (1) year period following the date upon which ARCHEMIX submitted to ELAN its Final Offer, ELAN shall not enter into any agreement with any Third Party with respect to the Divestment Opportunity on terms which, taken as a whole, are less favorable to ELAN than the Final Offer, without first offering to ARCHEMIX again the Divestment Opportunity on the terms such Divestment Opportunity would be available to such Third Party. After such one-year period, ELAN shall have the unencumbered right to negotiate and execute an agreement with any Third Party for the Divestment Opportunity.

     13.13 Force Majeure. Neither ELAN nor ARCHEMIX shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to a Force Majeure. In event of such Force Majeure, the Party affected shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

     13.14 Interpretation. The Parties hereto acknowledge and agree that: (a) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

123

resolved against the drafting Party shall not be employed in the interpretation of this Agreement; and (c) the terms and provisions of this Agreement shall be construed fairly as to each Party, regardless of which Party was generally responsible for the preparation of this Agreement. In addition, unless a context otherwise requires, wherever used, the singular shall include the plural and the plural the singular and the use of any gender shall be applicable to all genders.

     13.15 Integration; Severability. This Agreement and the Confidentiality Agreement by and between the Parties with an effective date of March 15, 2005 is the entire agreement with respect to the subject matter hereof and supersedes all other agreements and understandings between the Parties with respect to such subject matter. If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, it is the intention of the Parties that the remainder of the Agreement shall not be affected. Exhibits A and B and Schedules 1 through 9 attached hereto are incorporated by reference herein.

     13.16 Equitable Relief. The Parties acknowledge that under this Agreement each Party holds a complex series of technology rights and licenses, as well as research, Development, Commercialization and related financial rights and obligations, the breach of which would not be adequately compensated in money damages alone. The Parties therefore agree that in the event of such breach, each shall be entitled to seek remedies in the nature of specific grants of licenses or assignments from the other Party and other forms of specific performance. Further, notwithstanding anything to the contrary in this Agreement, if approved by a court of competent jurisdiction, the Parties shall have the right to obtain injunctive relief for breaches of this Agreement by one Party which have the potential to cause irreparable injury to the other Party. Examples of such breaches include, without limitation, breaches of confidentiality obligations, misappropriation of trade secrets, and use of technology outside the scope of the exclusivity under Section 7.5 and/or the licenses granted herein.

     13.17 HSR Filing. If ELAN determines in good faith that an HSR Act filing is required with respect to this Agreement, each Party shall, within [***] days after the execution date of this Agreement (or such later time as the Parties mutually agree in writing), file with the Federal Trade Commission and the Antitrust Division of the Department of Justice in the U.S. and any

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

124

appropriate governmental authorities outside the U.S. any filing required of a licensor and licensee under the HSR Act, in connection with the transactions contemplated hereby. In such event, this Agreement shall not take effect unless and until it has been approved by all appropriate governmental authorities, or the period for review by such authorities has lapsed without comment. The Parties shall cooperate with each other to the extent necessary in the preparation of any such filing. ARCHEMIX shall be responsible for paying any fees required to be paid to governmental authorities in connection with its filings as a licensor, ELAN shall be responsible for paying any fees associated with its filings as a licensee and each Party shall bear its own expenses, including but not limited to legal fees associated with preparing any such filing. Neither Party shall be required in connection with any filing under the HSR Act to resort to or respond to litigation, agree to hold separate or divest any business or assets or otherwise materially change its business if doing so is a condition of approvals of the transaction contemplated hereby.

[Remainder of page intentionally left blank.]

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

125

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

ARCHEMIX CORP.

By:

Name:

Title:

ELAN PHARMA INTERNATIONAL, LIMITED

By:

Name:

Title:

CONFIDENTIAL

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

126

EXHIBIT A

ANNUAL RESEARCH PLAN

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

A-1

EXHIBIT B

ANNUAL DEVELOPMENT PLAN

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

B-1

SCHEDULE 1

PROGRAM TARGETS (as of the Effective Date)

Designation of components or subunits of the initial Program Targets

Designated Program Target	Designated Program Target Partner
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-1-1

SCHEDULE 2

EXCLUDED TARGETS

[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-2-1

SCHEDULE 3

LICENSED PATENT RIGHTS

Mintz Ref. No.	Archemix Ref. No.	Status	Filing Date	Country	Title
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-1

Mintz Ref. No.	Archemix Ref. No.	Status	Filing Date	Country	Title
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-2

Mintz Ref. No.	Archemix Ref. No.	Status	Filing Date	Country	Title
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-3

Mintz Ref. No.	Archemix Ref. No.	Status	Filing Date	Country	Title
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-4

Mintz Ref. No.	Archemix Ref. No.	Status	Filing Date	Country	Title
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-5

Mintz Ref. No.	Archemix Ref. No.	Status	Filing Date	Country	Title
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

*

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-6

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-7

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]			[***]	[***]			[***]
[***]	[***]	[***]			[***]	[***]			[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]			[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-8

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]			[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-9

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-10

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]			[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-11

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-12

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]			[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-13

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]			[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-14

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-3-15

	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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	Country
IMATTERNO	ID	TYPE	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE	CLIENT
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]
[***]	[***]	[***]	[***]		[***]	[***]	[***]		[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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SCHEDULE 4

CALCULATION OF OPERATING INCOME

     “Commercialization Cost” means the sum of direct and allocated FTE Costs for (a) Development Costs and Personnel Costs related to the Co-Development of a Development Lead or Clinical Candidate, (b) Promotion Expense; (c) Pre-Marketing Expenses; (d) Distribution Expenses; (e) Working Capital Charges; (f) Sales and Marketing Expenses; (g) Post-Approval Research and Regulatory Expenses; (h) License Fees and (i) any other out-of-pocket cost or expense stated to be a Commercialization Cost in this Agreement or under the Product Commercialization Plan. For purposes of clarity, Commercialization Cost shall not include any internal and out-of-pocket costs, expenses and fees incurred in prosecuting, and maintaining, the Product Trademark, Licensed Patent Rights, ARCHEMIX Patent Rights and/or ELAN Patent Rights covering a Co-Developed Product.

     “Cost of Goods” means the fully absorbed Manufacturing Costs attributable to the manufacture of a Co-Developed Product calculated in accordance with GAAP and consistent with the Product Commercialization Plan and includes, without limitation, the costs of all Third Party manufacturing, direct material, direct labor, direct services costs, and manufacturing overhead consumed (including depreciation), provided or procured by manufacturing facilities in the manufacture of Co-Developed Product. Cost of Goods shall exclude Commercialization Cost.

     "Distribution Expenses” means actual shipping and warehousing costs and billing, receiving, collection and other costs incurred in distribution of a Co-Developed Product, including without limitation related Personnel Costs, inventory management agreements, core distribution agreements and similar agreements.

     “General Public Relations” means any public relations activity (including a press release or image piece) which (i) promotes generally the business of a company or deals in a general manner with the activities of such company in a general pharmaceutical market; and (ii) mentions in an incidental manner the fact that such company or its Affiliates markets or sells one or more of the Co-Developed Products or provides other incidental information concerning one or more of the Co-Developed Products. Announcements related primarily to this Agreement or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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that concern primarily the relationship of either Party to each other are not General Public Relations and must be agreed upon by both Parties in writing prior to release.

     “License Fees” means all upfront payments, milestone payments, license fees, royalties or other payments, payable to any Third Party by either Party under any Third Party license agreement, to the extent such payments are attributable to a Co-Developed Product. If the rights under any Third Party license agreement are also attributable to products other than Co-Developed Products in the applicable Indication, formulation and Co-Development Territory(ies), then only an equitable portion of any amounts payable under it shall be allocated to Co-Developed Products as License Fees.

     “Manufacturing Cost” means, with respect to any Collaboration Aptamer or Combination Product, or any intermediate or component thereof, manufactured by or on behalf of a Party, such Party’s fully-burdened costs (including the costs associated with product testing and release activities) of producing and packaging such Collaboration Aptamer or Combination Product in bulk or finished form, determined in accordance with GAAP, including the sum of the following components: (a) direct costs, including manufacturing, Personnel Costs and materials directly used in production and packaging, and the cost of excess capacity reserved for production and packaging, thereof; (b) overhead costs attributable to the cost of goods under the foregoing clause (a), including quality assurance and manufacturing Personnel Costs, depreciation, return on capital assets and other operating and administrative costs of the manufacturing and quality departments and occupancy costs which are allocable to company departments based on space occupied or headcount, or other activity-based method; and (c) any other reasonable and customary out-of-pocket costs borne by such Party for the testing, transport, customs clearance, duty, insurance and/or storage of such Collaboration Aptamers and Combination Products.

     “Net Income (Loss)” means, with respect to a Co-Developed Product, Net Sales minus the sum of (a) Cost of Goods of such Co-Developed Product and (b) Commercialization Costs applicable to the Co-Developed Product, in each case, incurred in that Calendar Quarter for that Co-Developed Product.

     In calculating Net Income (Loss) for purposes of this Agreement, the following principles shall apply:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     1. There shall be no double counting of any costs or expenses or of any revenues, and to the extent a cost or expense has been included in one category or sub-category, it shall not be included in another; similarly, to the extent any revenue has been taken into account in one category or sub-category it shall not be taken into account in another.

     2. When allocating costs and expenses under this Agreement, each Party shall utilize the same policies and principles as it utilizes consistently within its group and business units when making internal cost allocations.

     3. To the extent an item of income or revenue is received by a Party or a cost or expense is incurred by a Party, and is necessary and specifically and directly identifiable, attributable and allocable to the Commercialization of a Co-Developed Product and is not otherwise accounted for in the calculation of Net Income, such Party shall credit such income or revenue and shall be permitted to charge such cost or expense to the Net Income.

     4. All costs and expenses shall be determined, and all calculations shall be made, in accordance with GAAP.

     “Net Sales” has the meaning provided in Section 1.

     “Operating Income (Loss)” means the Net Income (Loss) derived in any Calendar Year.

     “Personnel Costs” means the reasonable costs of employment of personnel employed by or under contract to a Party including, but not limited to, salaries, benefits (including the costs of cars or allowances therefore), travel, lodging, meals and office and computing supplies.

     “Post-Approval Research and Regulatory Expenses” means, on a Co-Developed Product-by-Co-Developed Product basis, costs directly attributable to (a) research and development of a Co-Developed Product after it has received Commercialization Regulatory Approval (including, without limitation, Phase IV clinical studies and clinical studies in support of additional indications or labeling changes for such Co-Developed Product) and (b) complying with regulatory reporting obligations, including, without limitation, Personnel Costs for (a) and (b).

     “Pre-Marketing Expenses” means those expenses incurred on a Co-Developed Product-by-Co-Developed Product basis in preparation for the Commercialization of a Co-Developed Product (other than research and Development expenses) before Commercialization Regulatory

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Approval including, without limitation, costs incurred for education, public relations, relationships with opinion leaders and professional societies, market research, pharmacoeconomics studies, and establishment of the Co-Developed Product supply chain.

     “Product Trademark” has the meaning provided in Article 1.

     “Promotion Expense” means the advertising and promotion of Co-Developed Products through any means, including, without limitation, (i) television and radio advertisements; (ii) advertisements appearing in journals, newspapers, magazines or other media; (iii) seminars and conventions; (iv) packaging design; (v) professional education programs; (vi) samples (including related costs for manufacturing, shipping, and use taxes), visual aids and other selling materials; (vii) hospital formulary committee presentations; and (viii) presentations to state and other governmental formulary committees; provided, however, that Promotion Expense shall exclude detailing and General Public Relations. With regard to advertising and promotion that include products other than Co-Developed Products, the JMC shall determine the percentage of such advertising and promotion that will be deemed Promotion Expense for the purposes of this Agreement.

     “Sales and Marketing Expenses” means those expenses directly allocable, on a Co-Developed Product-by-Co-Developed Product basis, to the marketing, promotion and/or selling of such Co-Developed Product, including both FTE Costs (e.g., Personnel Costs as well as compensation provided to Third Parties (e.g., consultants, agency fees and meeting costs)). Sales and Marketing Expenses shall include, without limitation, costs for: (a) activities related to obtaining reimbursement from payers, (b) market research and data, (c) preparing and reproducing promotional materials, (d) professional education, (e) public relations, (f) sales calls, (g) pharmacoeconomics studies, (h) manufacturing and distributing samples, and (i) conducting seminars, attending conventions and industry meetings, and establishing relationships with opinion leaders and professional societies.

     “Working Capital Charges” means internal working capital finance charges for carrying Product in inventory, and receivables in respect of Products.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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SCHEDULE 5

EXCLUDED APTAMERS

[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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SCHEDULE 6

CLINICAL CANDIDATE SELECTION CRITERIA

A. IL-23 Clinical Candidate Selection Criteria

• [***] data from [***] of [***] (or less [***] by a [***]

• Evidence of [***] with [***] aptamer or [***] with [***] aptamer [***] of aptamers [***] and [***] with the [***]

• [***] at [***], to be [***] the [***] as [***] in [***]

• [***] after [***] in [***], with [***]

• With [***] in [***] of [***] in [***] of [***] at [***], which would [***] in [***] than [***]

• [***] at [***] in [***] at [***] and [***]

• [***] of [***] in [***]

• [***] and [***] must [***] that can [***] though [***] or [***] or [***]

• [***] from a [***] of [***] in a rodent and a [***] a [***] by the [***] for the [***]

• [***] from a [***] of [***] at [***]

• [***] with [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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SCHEDULE 7

FORM OF PRESS RELEASE

Archemix Announces Strategic Alliance with Elan to
Discover and Develop Aptamer Therapeutics

CAMBRIDGE, Mass., June xx 2006—Archemix Corp announced today a multi-year, multi-product alliance with Elan Corporation, plc (NYSE:ELN) focused on the discovery, development and commercialization of first in class aptamer therapeutics to treat autoimmune disease. The companies will seek to develop aptamer therapeutics to IL-23, a cytokine that has emerged as a mediator in the chronic autoimmune inflammatory diseases, and additional protein targets. The collaboration combines Archemix’s extensive expertise in aptamer therapeutics with Elan’s experience and leadership in the development and commercialization of new therapies for autoimmune diseases.

Under the terms of the agreements Archemix will receive an upfront payment of $7 million. Depending upon the number of successfully products commercialized under the collaboration Archemix is eligible to receive development and sales milestone in excess of $350 million. Archemix is also entitled to receive a royalty on any in-market products developed under the collaboration. Other financial terms were not disclosed. Archemix also has an option to participate in the co-development of some products that may emerge from this collaboration.

“We selected Elan from a number of potential pharmaceutical partners because of its demonstrated expertise in the clinical and regulatory landscape of autoimmune disease,” said Dr. Errol De Souza, President and CEO of Archemix. “Our robust intellectual property position in aptamer therapeutics uniquely positions Archemix to be a product development engine, developing a portfolio of aptamers for both acute and chronic disease. Aptamers are poised to become the next generation of therapeutics and we are extremely pleased to be working with a company of Elan’s caliber on their development.”

Kelly Martin, Elan’s President and CEO, commented, “We are pleased and enthusiastic about joining forces with Archemix to seek to further expand patient/physician treatment choice in autoimmune diseases. By combining our strengths this collaboration can accelerate the development of new therapies for chronic, debilitating diseases with continued unmet medical needs.”

About Interleukin 23

Interleukin 23, or IL-23, is a cytokine that has emerged as a mediator in the chronic autoimmune inflammatory diseases such as Multiple Sclerosis, Crohn’s Disease, Psoriasis, and Rheumatoid Arthritis. Preclinical results have demonstrated that IL-23 exerts its pro-inflammatory effects principally at the site of inflammation. It is hypothesized that specific blockade of IL-23 may control clinical symptoms at the level of the inflamed tissue without generally suppressing the patient’s immune system, thus preserving the body’s ability to fight infection. The current anti-

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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cytokine treatments for autoimmune disorders have a number of disadvantages, including an increased risk of infection, increased chances of developing lymphoma, renal toxicity and limited efficacy. Archemix’ aptamers are first-in-class therapeutics for autoimmune diseases that exert their action by specifically inhibiting IL-23 in the target tissue.

About Aptamers

Aptamers are single-stranded nucleic acids that form well-defined three-dimensional shapes, allowing them to bind to target molecules in a manner that is conceptually similar to antibodies. Aptamers combine the optimal characteristics of small molecules and antibodies, including high specificity and affinity, chemical and biological stability, low immunogenicity and the ability to target protein-protein interactions. In contrast to monoclonal antibodies, aptamers are chemically synthesized rather than biologically expressed, potentially offering a significant cost advantage. As therapeutic agents, aptamers have demonstrated clinical biological efficacy and typically have excellent, tunable pharmacokinetic properties.

About Archemix

Archemix Corp. is a privately-held biopharmaceutical company based in Cambridge, Massachusetts. The company’s mission is to develop aptamers as a class of directed therapeutics for the prevention and treatment of human disease. Because of their unique properties and proven efficacy, aptamers are a superior alternative to biologics and small molecules and will be a major class of drugs for the treatment of unmet medical needs.

Archemix’s aptamer expertise is complemented by a robust patent estate comprised of over 220 issued and 230 pending patents covering the identification, composition and use of therapeutic aptamers. In addition to the company’s core aptamer generation technology, Archemix possesses strong expertise in both preclinical and clinical drug development. Further information on Archemix can be found at http://www.archemix.com.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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SCHEDULE 8

REGIONAL OFFICES OR COUNTRIES IN WHICH
PATENT APPLICATIONS ARE TO BE NATIONALIZED
OR OTHERWISE PROSECUTED, FILED AND MAINTAINED

[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

In addition, any country not listed above in which ELAN customarily pursues patent protection for a commercial product, taking into account all relevant factors (include, as applicable and without limitation, stage of development, mechanism of action, efficacy and safety relative to competitive products in the marketplace, actual or anticipated Regulatory Authority approved labeling, the nature and extent of market exclusivity (including patent coverage and regulatory exclusivity), cost and likelihood of obtaining Commercialization Regulatory Approval, actual or projected profitability and availability of capacity to manufacture and supply for commercial sale.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

S-8

SCHEDULE 9

Structure 1:

[***]

Structure 2:

[***]

          wherein the Aptamer = [***] .

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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EX-10.16

Exhibit 10.16

COLLABORATIVE RESEARCH, SERVICES AND LICENSE AGREEMENT

     This COLLABORATIVE RESEARCH, SERVICES AND LICENSE AGREEMENT (“Agreement”) is entered into as of December 21 2006 (the “Effective Date”) between:

(1)	PFIZER INC, a Delaware corporation, having an office at 235 East 42nd Street, New York, New York 10017 and its Affiliates (“Pfizer”), and
(2)	ARCHEMIX CORP., a Delaware corporation, having an office at 300 Third Street, Cambridge, Massachusetts 02142 and its Affiliates (“Archemix”).

BACKGROUND:

1. Archemix possesses proprietary expertise and know-how related to the discovery, identification and optimization of Aptamers with the potential for development as therapeutics for the treatment of acute and chronic diseases; and

2. Archemix owns or has been granted certain access to the patents and patent applications set forth in Appendices D1 and D2 attached to and made part of this Agreement with respect to the Aptamers and discovery, identification, optimization and use of Aptamers; and

3. Pfizer has the capability to undertake research for the discovery and evaluation of agents for treatment of disease and also the capability for clinical analysis, manufacturing and marketing with respect to therapeutic agents; and

4. Pfizer and Archemix enter into this Agreement to collaborate on the discovery of novel Aptamers with the potential for therapeutic use in humans.

THE PARTIES AGREE AS FOLLOWS:

1. Defined Terms. The meanings of defined terms used in this Agreement with an initial capital letter are listed in Appendix A.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2. Collaborative Research Program.

2.1

Purpose. During the Research Program Term, Archemix and Pfizer will conduct the Research Program. The objective of the Research Program is to use Archemix Background Technology and Archemix Background Patent Rights to identify Early Leads and Optimized Leads against Program Targets as agreed in the Research Plans for development and commercialization as Products. A customized Research Plan will be established for each Program Target detailing the tasks and responsibilities of each party.

2.2

Target Election.

2.2.1	Subject to Section 2.2.3 and 2.2.4, during the Research Program Term, Pfizer may nominate Targets to be entered into up to three (3) separate Research Plans within the Research Program, in its sole discretion. Archemix will use commercially reasonable efforts to commence work with respect to each Research Plan as promptly as practicable after the proposed Target has been accepted as a Program Target and the applicable Research Plan is approved. Notwithstanding the foregoing, the parties hereby agree that (a) the first Program Target will be designated, and the Research Plan applicable thereto will be approved pursuant to Section 2.4 within [***] days of the Effective Date; (b) Archemix will not be obligated to commence work under the Research Plan applicable to the second Program Target sooner than [***] months from the date of approval of the Research Plan for the first Program Target; and (c) Archemix will not be obligated to commence work under the Research Plan applicable to the third Program Target sooner than [***] months from the date of approval of the Research Plan for the second Program Target. The right of Pfizer to nominate Targets as Program Targets under this Section 2.2.1 shall terminate on the third anniversary of the Effective Date.
2.2.2	Pfizer shall have the right to nominate a Target as a Program Target from the Target List or otherwise by giving Archemix written notice in the form and containing solely the information set out in Appendix B (“Target Nomination Notice”).
2.2.3	Archemix may reject the nomination of a Target as a Program Target only if:

(a) Archemix is prohibited, under the terms of a written agreement with a third party entered into prior to Archemix’s receipt of the Target Nomination Notice, from performing research on:

(i) the Target;

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

(ii)	in the case of multi-subunit Targets, any individual subunit of the Target; or
(iii)	in the case of Targets that function as part of a binding pair (e.g., ligand-receptor), any interaction partners; or

(b) Archemix has, at the time of receipt of the Target Nomination Notice, an active internal research program or collaborative program, as supported by credible evidence, directed towards:

(i)	the Target;
(ii)	in the case of multi-subunit Targets, any individual subunit of the Target; or
(iii)	in the case of Targets that function as part of a binding pair (e.g., ligand-receptor), any interaction partners; or

(c) Archemix is negotiating a term sheet with a third party, as supported by credible evidence, with respect to an agreement relating to Aptamers against:

(i)	the Target;
(ii)	in the case of multi-subunit Targets, any individual subunit of the Target; or
(iii)	in the case of Targets that function as part of a binding pair (e.g., ligand-receptor), any interaction partners.

2.2.4 Archemix shall give Pfizer written notice of the rejection or acceptance of any Target proposed by Pfizer within [***] business days of receiving the Target Nomination Notice. In addition, Archemix will advise Pfizer in writing on the feasibility of generating Products from any such nominated Target that is not so rejected based upon its previous experience and Aptamer expertise within [***] days of receiving the Target Nomination Notice (each, a “Feasibility Report”). Within [***] business days of Pfizer’s receipt of each such Feasibility Report, Pfizer will provide Archemix with written notice as to whether or not it wishes to proceed with such nominated Target. Archemix shall give Pfizer prompt written notice during the Research Program Term if any of the restrictions on any Target that is rejected by Archemix pursuant to Section 2.2.3 lapse, or are otherwise terminated, such that the previously rejected Target becomes eligible for nomination as a Program Target. If Archemix rejects a Target under Section 2.2.3 or if Pfizer elects not to proceed following receipt of a Feasibility Report, Pfizer will be permitted to propose a new Target for each such rejection.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

2.2.5 Upon Archemix’s notification to Pfizer of Target acceptance, Archemix shall advise Pfizer whether Archemix has previously licensed to a third party the right to commercialize an Aptamer directed to the Target for use as a [***]. In any such circumstance, Pfizer may within [***] days, in its sole discretion, withdraw the Target and propose a new Target from the Target List or otherwise, subject to the limitations set forth in Section 2.2.1. If Pfizer elects to enter the Target as a Program Target into the Research Program, Pfizer will acknowledge and covenant in the relevant Research Plan that it does not [***] and [***] a [***] that Program Target for use as a [***].

2.3

Target List. During the Research Program Term, Pfizer shall set forth on Appendix E up to [***] Targets as potential Program Targets (the “Target List”). Pfizer shall have the right to request that a Target be added to the Target List or that a Target on the Target List be replaced by providing written notice to Archemix at any time during the Research Program Term for any Target for which the initiation of the Research Plan has not yet begun; provided, that, at no time shall there be more than [***] Targets on the Target List at any one time. Archemix shall accept or reject the proposed Target in accordance with Section 2.2.3, 2.2.4 and 2.2.5. During the Research Program Term, Archemix will use commercially reasonable efforts to inform Pfizer promptly in [***] if it [***]to [***] with a [***] with [***] to a [***]or [***] relating to [***] a [***] on the [***]. Our proposed redactions are consistent with SEC guidance we have received in the past

2.4

Research Plans.

2.4.1

The Research Committee (as defined in Section 2.6) will, within [***] days of Archemix’s acceptance of a proposed Target as a Program Target, but before any work begins on any such Program Target, prepare and adopt a Research Plan for each such Program Target entered into the Research Program.

2.4.2

Each Research Plan will be consistent with the example plan attached as Appendix C (the “Example Plan”) and include the Early Lead Criteria (ELC), Optimized Lead Criteria (OLC) and a target product profile (TPP) applicable to each Program Target. The ELC, OLC and TPP will be defined through joint discussions between Pfizer and Archemix and approved by the Research Committee, and will take into consideration the ELC, OLC and TPP Selection Factors and any other relevant requirements. Under no circumstances shall Archemix be obligated to perform any work in addition to the work contemplated by the Example Plan without Archemix’s written consent. Amendments to any Research Plan shall be prepared and adopted by the Research Committee and shall be attached to the minutes of the meeting of the Research Committee at which such amendment, modification or update was approved.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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2.4.3	The Research Plan will be performed by project teams consisting of appropriately qualified members of each party. Project teams will communicate on an at least monthly basis by teleconference, videoconference, or face-to-face meeting.
2.4.4	Pfizer may terminate a Research Plan at anytime by giving Archemix [***] days’ prior written notice (“Research Plan Discontinuation”). If any Research Plan Discontinuation is made [***], Pfizer shall make the payment described in [***] in accordance with [***], and such [***] under the applicable Research Plan.

2.5

Exclusivity. During the Term of this Agreement, and providing that Pfizer exercises commercially reasonable efforts as described in Section 2.10, Archemix will not perform for third parties or sponsor research internally or with third parties directed to the discovery or development of Aptamers that bind to Program Targets; provided, that, nothing in this Section 2.5 shall limit or restrict Archemix from (a) developing or commercializing [***] in accordance with Section 2.2.5 or (b) performing Permitted Screening Activities. For purposes of clarity, (a) if Program Targets function as part of a [***] under this Section 2.5 is [***]to [***] and (b) in the [***] of [***] under this Section 2.5 [***] to [***] of the[***].

2.6

Research Committee.

2.6.1 Purpose. Pfizer and Archemix hereby establish a Research Committee to:

(a)	review and evaluate the Research Program’s progress;
(b)	prepare the Research Plan for each Program Target;
(c)	amend each Research Plan to the extent necessary during the Research Program Term;
(d)	coordinate the publication of the Research Program’s results so as to preserve all potential Patent Rights of the parties;
(e)	determine whether Aptamers meet the ELC or OLC;
(f)	monitor the exchange of information and materials between the parties;
(g)	resolve any disputes between the parties with respect to any Research Plan; and
(h)	making such other decisions as may be delegated to the Research Committee by the parties.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

2.6.2	Membership. Pfizer and Archemix each hereby appoints [***] members to the Research Committee. A party may replace one of its members at any time. Other representatives of Archemix or Pfizer may attend meetings if invited by either party.
	The initial members are:
	Pfizer Members: [***]
	Archemix Members: Page Bouchard
	Sharon Cload
	Anne Wong

2.6.3	Co-Chairs. The parties will appoint one member each to co-chair the Research Committee.
2.6.4	Meetings. The Research Committee will meet not less than quarterly, with at least two meetings in each Commitment Year being in person. The parties will take turns in selecting the date and location of the meetings.
2.6.5	Minutes. The Research Committee will keep accurate minutes of its deliberations. The minutes will record all decisions and proposed actions. A draft of the minutes shall be delivered to all Research Committee members within [***] business days after each meeting. The party hosting the meeting will prepare and circulate the draft minutes. The co-chairs will edit and approve the minutes.
2.6.6	Decisions. All decisions of the Research Committee will be made by consensus. In the event that no consensus can be reached by the Research Committee with respect to a matter despite the reasonable good faith efforts of the members, then Pfizer will have the right to make the final decision, but shall only exercise such right in good faith after full consideration of the positions of both parties.
2.6.7	Expenses. Each of Pfizer and Archemix will bear all expenses incurred by its respective members participating on the Research Committee.
2.6.8	Research Committee Term. The term of the Research Committee shall commence on the Effective Date and shall terminate on the termination or expiration of the Research Program Term.

2.7 Reports.

2.7.1 Quarterly Reports. At least one week prior to each Research Committee meeting, each party will submit to the Research Committee a written

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

	report detailing and evaluating its activities under the Research Plan since the last Research Committee meeting.
2.7.2	Comprehensive Written Reports. A comprehensive written report will be provided by each party to the Research Committee within [***] days after completion of each Research Plan. The report will describe in detail the accomplishments and evaluate the results of Research Plan.

2.8	Exchange of Proprietary Materials. During the term of the Research Plan, the parties will supply to each other samples of Proprietary Materials as required by the Research Plan.
2.9	Laboratory Facility and Personnel. Each party will provide adequate laboratory facilities, equipment and personnel for the work to be done by it in the Research Program.
2.10	Diligence.

(a)	During the Research Program Term, Pfizer and Archemix will each use commercially reasonable efforts to achieve the objectives of the Research Program described in Section 2.1.
(b)	During the Term, Pfizer will use commercially reasonable efforts to develop Optimized Leads and to commercialize Products.
(c)	In the case of Pfizer, commercially reasonable efforts shall include, with respect to the activities of Pfizer (i) during the Research Program Term and (ii) during the development of Optimized Leads and the development and commercialization of Products, the efforts and resources that Pfizer would use if it were researching, developing or commercializing its own pharmaceutical products that are of similar market potential as the Products, taking into account product labeling, present and future market potential, financial return, present and the reasonable anticipated future regulatory environment and competitive market conditions, all as measured by the facts and circumstances at the time such efforts are due.
(d)	In the case of Archemix, commercially reasonable efforts shall include, with respect to the activities of Archemix in the Research Program, the efforts and resources comparable to those undertaken by Archemix in pursuing the research and discovery of product candidates that are not subject to the Research Program and that have similar market potential.

2.11 Responsibilities of Pfizer. Pfizer will have the sole responsibility for the development of the Products following the achievement of OLC for each Program Target, including all preclinical, clinical, regulatory and commercialization activities relating to the Products.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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2.12 Assistance of Archemix. Upon Pfizer’s request, Archemix may, in its sole discretion, provide any technical assistance that Archemix is reasonably capable of providing to enable Pfizer or its sublicensees, to identify, develop, manufacture, sell, offer for sale, or import Products. To the extent such activities are part of the Research Program it shall be provided in accordance with the terms set forth in Section 3.2 and to the extent such technical assistance involves any other matters such as CMC technical expertise, it shall be provided by Archemix upon mutually agreeable terms.

3. Research Program Payments.

3.1	Technology Access Fee. Within thirty (30) days of the Effective Date, Pfizer shall pay to Archemix a non-refundable, non-creditable technology access fee in the amount of $6,000,000.
3.2	Research Support. At any time during the Research Program Term, Pfizer may request in writing (each, a “Pfizer Research Request”) that Archemix perform, and Archemix may in its sole discretion agree to perform, work within the Research Program above and beyond the work specified in the Example Plan (including without limitation any work agreed to by Archemix pursuant to Section 2.12). In such case, the provisions of Section 3.5 shall apply.
3.3	Development of a Surrogate Aptamer. Upon the decision of the Research Committee, Archemix will develop a Surrogate Aptamer against any Program Target as designated by the Research Committee. For each Surrogate Aptamer so designated, (a) an appropriate research plan will be agreed to by the parties to include such Surrogate Aptamer and (b) Pfizer will pay Archemix $[***] upon initiation of the work, and $[***] upon delivery of the Surrogate Aptamer to Pfizer.

3.4 Research Milestones.

3.4.1 Milestone Events. —

Event	Payment
[***]	$[***]
[***]	$[***]

3.4.2 Payment of Milestones. For each Research Plan, if a Research Milestone listed in Section 3.4.1 is achieved, Pfizer shall pay Archemix the sum noted for that Research Milestone in accordance with Section 7.4. The parties understand and agree that [***] and [***] will be paid by Pfizer per Research Plan.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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3.5 Research Payments. If Archemix agrees to perform work pursuant to Section 3.2, the following provisions will apply:

3.5.1	Research Payments. Pfizer shall pay Archemix the aggregate FTE Cost for all FTEs expended by Archemix in activities under this Section 3.5.1, based on the FTE Rate, such payments to be made [***] as agreed to in the Research Plan. At the time(s) agreed to by the parties, Archemix shall provide Pfizer with reconciliation statements that specify the actual number of FTEs used by Archemix.
3.5.2	Audit Rights.

(i)	Records. Archemix shall keep accurate records pertaining to the number of FTEs utilized in the conduct of the Research Plan and in conducting the work requested by Pfizer pursuant to section 3.2. The records shall conform with general accounting principles. The records for each Commitment Year shall be retained by Archemix for at least [***] years from the end of that Commitment Year.
(ii)	Audit Rights. During the Research Program Term and for [***] years thereafter, Pfizer may, at its own expense, appoint an independent, certified public accountant to audit the records kept by Archemix pursuant to Section 3.5.2(i). The accountant shall be reasonably acceptable to Archemix.
(iii)	Notice and Place. Before inspecting the records, Pfizer shall give Archemix not less than [***] days’ written notice. Archemix shall make the records available for the inspection during regular business hours at the place where the records are usually kept.
(iv)	Findings. The accountant’s findings will be reported to both parties and will be binding on the parties.
(v)	Timing and Frequency. Pfizer may only audit the records once each calendar year and may only audit the records for any period once. If, Pfizer does not audit the records of a Commitment Year within [***] years after the end of that year, Pfizer will be deemed to have accepted the accuracy of the records.
(vi)	Confidentiality. All information learned by Pfizer during an inspection will be deemed to be Archemix’s Confidential Information.

3.6 External R&D Costs. In addition to the funding obligations in Section 3 above, Pfizer shall [***] for the payment of [***] third party research and development activity costs (“Third Party Costs”), including, without limitation, [***], incurred by Archemix or Pfizer to the extent set forth in a Research Plan or otherwise

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

	approved by Pfizer or the Research Committee. Unless otherwise agreed, Pfizer will reimburse Archemix for [***] such Third Party Costs in accordance with the provisions of Section 7.4.
3.7	Research Plan Discontinuation. In the event of Research Plan Discontinuation as described in Section 2.4.4, and at the time set forth in Section 2.4.4, Pfizer shall[***].
3.8	Exchange of Reports; Information; Updates.

3.8.1	Development Reports. Pfizer shall keep the Archemix regularly informed of the progress of its efforts to develop and commercialize Optimized Leads and Products by providing Archemix with a summary on an annual basis regarding milestone events.
3.8.2	Adverse Events. In addition to the updates described in Section 3.8.1, Pfizer will endeavor to advise Archemix of any adverse event believed to have class effects prior to public disclosure of same.
3.8.3	Product Recalls. In the event that any regulatory authority issues or requests a recall or takes similar action in connection with a Product, Pfizer will endeavor to provide Archemix with notice prior to public disclosure of same.
3.8.4	No Breach Event. For purposes of clarity, the failure of Pfizer to comply with Section 3.8.2 or 3.8.3 shall not constitute a Breach Event for purposes of this Agreement.

4. Treatment of Confidential Information.

4.1 Disclosure.

4.1.1 Except as provided in Sections 4.1.2, 4.1.3, 4.1.4 and 4.1.5 below, a party may not disclose and will cause its Affiliates and sublicensees not to disclose, to a third party the following information without the written permission of the other party:

(a)	the other party’s Confidential Information;
(b)	the other party’s Program Technology; or
(c)	the terms of this Agreement.

4.1.2 If a party is required by Applicable Laws to disclose information described in Section 4.1.1, it shall use commercially reasonable efforts to give the other party prompt notice and cooperate with the other party if the other party seeks — at its expense — a protective order; provided, that, a

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

	party may, without the other party’s permission, disclose such information that its legal counsel reasonably advises it is required to disclose or if the other party either waives compliance with Section 4.1.1 or fails to timely obtain such protective order.
4.1.3	Each of Pfizer and Archemix may disclose the other’s Confidential Information (a) to its respective officers, employees, board of directors and consultants who participate in the Research Program; (b) to investors and potential investors and agents who are bound by contract to maintain the information in confidence and not to use such information except as expressly permitted hereunder; (c) on a need-to-know basis to such other party’s legal and financial advisors, (d) as reasonably necessary in connection with an actual or potential debt or equity financing of such other party or (e) for any other purpose with the other party’s written consent, not to be unreasonably withheld, conditioned or delayed.
4.1.4	A party may disclose the information described in Section 4.1.1 to a third party: (a) for use under a sublicense that the party is entitled to grant under this Agreement; or (b) approved in advance in written form by the parties to provide services to support the Research Program. The third party shall be bound by contract to maintain such information in confidence on the same terms as are set forth in this Section 4.

4.2	Use. Pfizer and Archemix may use, and will cause its Affiliates and sublicensees to use, the other’s Confidential Information only as permitted by this Agreement.
4.3	Measures. Each of Pfizer and Archemix will use the same measures to protect the other’s Confidential Information as it uses to protect its own Confidential Information. Each party shall ensure that each of its officers, employees, directors, consultants, investors, potential investors and consultants that will have access to the other’s Confidential Information are bound by contract to maintain the information in confidence.
4.4	Return of Information. After termination of this Agreement, a party will return or destroy all copies of the other’s Confidential Information and Proprietary Materials when requested by the other party; provided, that, one copy of such Confidential Information may be kept so that the party can monitor its continuing obligations under this Agreement. All such Confidential Information and Proprietary Materials will be returned within [***] days of the request.
4.5	Publication. The results of the Research Program may be published as part of a scientific presentation or publication after scientific review by the Research Committee if neither Archemix nor Pfizer — acting reasonably — disapproves the publication in writing:

(a) within [***] days of receipt of the proposed publication if it is a manuscript; or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

11

(b) within [***] days of receipt of the proposed publication if it is an abstract or transcript to be included in the proceedings of a scientific meeting.

	Notwithstanding the foregoing, each party shall have the right to require that any of its Confidential Information that is disclosed in any such proposed publication or presentation be deleted prior to such publication or presentation.
4.6	Duration. The obligations of this Section 4 will end [***] years after the termination or expiration of the Research Program.
4.7	Other Information. The restrictions in this Section 4 do not apply to information that (a) as of the date of disclosure, it is known to the receiving party or its Affiliates as demonstrated by contemporaneous credible written documentation, other than by virtue of a prior confidential disclosure to such receiving party; (b) as of the date of disclosure it is in the public domain, or it subsequently enters the public domain through no fault of the receiving party; or (c) is obtained by the receiving party from a third party having a right to make such disclosure free from any obligation of confidentiality to the disclosing party.
4.8	Publicity. Notwithstanding anything to the contrary in Section 4, either party may upon written approval of the other party issue a press release with respect to this Agreement as soon as practicable after the Effective Date and either party may make subsequent public disclosure of the contents of such press release without further approval of the other party. After issuance of such press release, except as required by Applicable Laws, neither party shall issue a press or news release or make any similar public announcement related to the Research Program without the prior written consent of the other party.

5. Restrictions on Proprietary Materials.

5.1 A party may transfer the other party’s Proprietary Materials to a third party:

(a)	for use under a sublicense that the party is entitled to grant under this Agreement; or
(b)	that is approved by the parties to provide services to support the Research Program.

5.2 Otherwise, a party may not transfer the other party’s Proprietary Materials to a third party without the written permission of the other party, which approval shall not be unreasonably withheld.

6. Intellectual Property Rights; Grant of Licenses.

6.1 Disclosure of Inventions. Each party shall promptly inform the other party about all inventions that its officers, employees, agents or consultants conceive or reduce to practice in the conduct of the Research Program.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

12

6.2	Ownership. Pfizer will own all Pfizer Program Technology, Pfizer Program Patent Rights, Pfizer Background Technology and Pfizer Background Patent Rights, and Archemix will own all Archemix Program Technology, Archemix Program Patent Rights, Archemix Background Technology and Archemix Background Patent Rights. In case of a dispute between Archemix and Pfizer over inventorship and, as a result, whether any particular Technology is Pfizer Program Technology, Pfizer Program Patent Rights, Archemix Program Technology and/or Archemix Program Patent Rights, the parties shall attempt in good faith to resolve such dispute through discussions and shall consider the designation of a U.S. patent counsel to render an opinion with respect to such dispute who (and whose firm) is not at the time of the dispute, and was not at any time during the [***] years prior to such dispute, performing services for either of the parties, such patent counsel to be selected by the parties. Expenses of such patent counsel shall be [***] the parties.
6.3	Archemix Research License. Subject to the terms and conditions of this Agreement, Pfizer hereby grants to Archemix, under Pfizer’s rights in Pfizer Background Technology, Pfizer Program Technology, Pfizer Background Patent Rights and Pfizer Program Patent Rights, a nonexclusive, worldwide, royalty-free, perpetual license, including the right to grant sublicenses, to Affiliates, for research purposes. For clarification purposes, this license does not include any right to use Pfizer Background Technology, Pfizer Program Technology, Pfizer Background Patent Rights or Pfizer Program Patent Rights in the sale or manufacture for sale to third parties of products, processes or services.
6.4	Pfizer Research License. Subject to the terms and conditions of this Agreement, Archemix hereby grants to Pfizer, under Archemix’s rights in Archemix Background Technology, Archemix Program Technology, Archemix Background Patent Rights, and Archemix Program Patent Rights, a nonexclusive, worldwide, royalty-free, perpetual license, including the right to grant sublicenses, to Affiliates, for research purposes; provided, that, with respect to Archemix Background Patent Rights and Archemix Program Patent Rights (i) the license granted in this Section 6.4 only includes Patent Rights that cover [***] to [***] in the course of the [***] and (ii) to the extent that Pfizer develops any [***] to [***] such [***] of such [***] under the license granted in this Section 6.4,[***]Pfizer hereby grants to Archemix [***] license, [***], to research, develop, manufacture, use, sell, offer for sale and import products for any and all uses. For clarification purposes, this license does not include the rights to use (a) Archemix Background Technology, Archemix Program Technology, Archemix Background Patent Rights, or Archemix Program Patent Rights in the sale or manufacture for sale of products, processes or services; or (b) the SELEXTM Process or SELEXTM Technology for any purpose.
6.5	Commercial License Granted to Pfizer. Subject to the terms and conditions of this Agreement, Archemix hereby grants to Pfizer an exclusive, royalty-bearing, worldwide license, under the Archemix Background Technology, Archemix

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

13

Program Technology, Archemix Background Patent Rights, and Archemix Program Patent Rights, including the right to grant sublicenses as described in Section 6.5.3, to manufacture, use, sell, offer for sale and import Products, but not Diagnostic Products.

6.5.1	Term of License. Unless terminated earlier under this Agreement, the term of the license in Section 6.5 will end on the expiration of the last Royalty Term.
6.5.2	Paid-Up License. Pfizer will have a paid-up, royalty free, non-exclusive license under the grant in Section 6.5 to manufacture, use, sale, offer for sale and import any Product in a country after the expiration of the Royalty Term applicable to such Product in such country.
6.5.3	Sub-Licenses. If Pfizer wishes to grant a sublicense pursuant to this Section 6.5, (a) Pfizer shall guarantee that any sublicensee fulfills all of Pfizer’s obligations under this Agreement; provided, however, that Pfizer shall not be relieved of its obligations pursuant to this Agreement; (b) it shall be a condition of any such sublicense that such sublicensee agrees to be bound by all terms of this Agreement applicable to the commercialization of Products; and (c) Pfizer shall use reasonable efforts to provide advance written notice to Archemix of any such proposed sublicense and following execution thereof, provide copies to Archemix of each such sublicense.

6.6	Discontinued Targets. In the event that Pfizer decides to discontinue pursuit of a particular Program Target with Archemix, then Pfizer shall grant Archemix a non-exclusive, worldwide, royalty-free license, including the right to grant sublicenses, against such Target under all Pfizer’s right, title, and interest in the Pfizer Program Technology and Pfizer Program Patent Rights, to research, develop, manufacture, use, sell, offer for sale and import Aptamers other than Program Aptamers and/or products derived from Aptamers other than Program Aptamers against such Target for any and all uses, except as otherwise provided herein.
6.7	License to Certain Program Patent Rights. Pfizer hereby grants to Archemix a non-exclusive, perpetual, worldwide, royalty-free license under the Pfizer Aptamer-Generic Program Technology and Pfizer Aptamer-Generic Program Patent Rights to research, develop, manufacture, use, sell, offer for sale and import products for any and all uses, except as otherwise provided herein.
6.8	Joint Technology Rights. The parties will [***] Joint Aptamer-Generic Program Technology and Joint Aptamer-Generic Patent Rights. Notwithstanding anything to the contrary contained in this Agreement or under Applicable Law, except to the extent exclusively licensed to one party under this Agreement, the parties hereby agree that either party may use or license or sublicense to Affiliates or third parties [***] Joint Aptamer-Generic Program Technology and/or Joint Aptamer-Generic

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

14

Program Patent Rights [***] the other party, [***] and [***] the other party, except as otherwise provided under this Agreement.

7. Payments. In addition to Pfizer’s payment obligations set forth in Section 3 and in return for Archemix’s contribution to the development of Program Patent Rights and Program Technology under this Agreement, Pfizer will make the following non-refundable payments to Archemix within [***] days after the occurrence of each of the following milestone events:

7.1 Milestone Payments. If a Product achieves a Milestone Event described in this Section 7.1, Pfizer will pay Archemix the sum noted for that milestone on a Target-by-Target basis, unless: (a) [***] and [***] Archemix; or (b) [***] [***].

Milestones

	Milestone
Event	Payment ($)
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

7.2 Skipped Milestones. In the event that one or more of the above milestones for a Product is skipped but a subsequent milestone is achieved for the same Product, the amounts payable for the skipped milestones [***] the payment of the next milestone.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

15

7.3 Royalties on Net Sales. Pfizer will pay Archemix a royalty of [***] ([***]%) percent of Annual Net Sales of each Product in each country until the expiration of the Royalty Term for such Product.

7.3.1	End of Royalties. Pfizer’s obligation to pay Royalties will end in each country upon expiration of the Royalty Term for such Product.
7.3.2	Deduction of Creditable Milestones from Royalty Payment. The full sum of all milestone payments paid by Pfizer with respect to a Product (“Credit”) as listed in Section 7.1 above shall be deducted from the Royalty payments made with respect to that Product subject to the following conditions:

(a)	in any Pfizer Quarter, the Royalty payment shall not be reduced by this Credit by more than [***]% of the Royalty payment otherwise due; and
(b)	any remaining outstanding Credit [***] until such Credit has been fully paid.

7.3.4 Currency Conversion. All Royalties will be computed and paid in U.S. dollars. Conversion of sales recorded in currencies other than the U.S. dollar to U.S. dollar for the purposes of computing the Royalty rate to be applied as well as the amount of Royalties due will be performed in a manner consistent with Pfizer’s normal practices used to prepare its audited financial statements for external reporting purposes; provided that (a) such practices use a widely accepted source of published exchange rate and (b) Pfizer provides Archemix with written notice of the method and source of conversion at the time of such payment.

7.4 Payment.

7.4.1	Unless otherwise specified herein, all payments specified herein will be made in U.S. currency within [***] days of receipt of invoice.
7.4.2	Royalty payments on Net Sales will be made within [***] days after the end of each Pfizer Quarter in which the Net Sales are made by Pfizer or any sublicensee. These payments shall be accompanied by a statement showing:

(a)	the Net Sales of each Product by Pfizer or any sublicensee of Pfizer in each country;
(b)	the basis of any deduction from Net Sales;
(c)	the applicable Royalty rate for the Product; and

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

16

(d) a calculation of the amount of Royalty due, including any offsets.

7.5 Tax Matters.

7.5.1

Tax Cooperation. The parties hereby agree to provide reasonable assistance and cooperation and to produce on a timely basis any reports or other information in connection with any payments made by Pfizer to Archemix for purposes of allowing the other party to effectively comply with the reporting requirements of the various taxing jurisdictions, to obtain refunds of any taxes paid or withheld in those jurisdictions, or to otherwise allow Archemix to claim such payment of taxes. Each party further agrees to extend such assistance and cooperation to the other party, at the other party’s expense, in connection with any official or unofficial inquiries or audits by such taxing jurisdictions relating to any payments made by Pfizer under this Agreement.

7.5.2

Tax Matters. The parties agree that under any applicable U.S. law or regulation if any of the payments made by Pfizer in connection with this Agreement are subject to withholding taxes such payments made by Pfizer shall be reduced by the amount of tax required to be withheld and Pfizer shall pay the amount of such taxes pursuant to the applicable law or regulation. The parties further agree that if any applicable law or regulation of any jurisdiction other than the United States requires the withholding or payment of any taxes by Pfizer or any of its sublicensees on Net Sales pursuant to Section 8.4, any such taxes required to be paid or withheld shall be an expense to be borne by Archemix and under no circumstances shall Pfizer become liable for any further payments under the Agreement due to any taxes required to be deducted, withheld, or paid. Under such circumstances Pfizer shall withhold or pay such amounts on behalf of Archemix and provide Archemix with an official tax certificate or other evidence of such tax obligation along with proof of payment unless under the applicable laws or regulations such payments can lawfully be avoided.

7.6 Records and Inspection.

7.6.1	Records. Pfizer and any sublicensees shall keep accurate records of its Net Sales of each Product. The records shall conform to United States generally accepted accounting principles. The records shall be retained for at least [***] years from the date of each Royalty payment.
7.6.2	Inspection. For [***] years after receiving any Royalty payment, Archemix may, at its own expense, appoint an independent, certified public accountant to inspect and audit the records relevant to this Agreement. The accountant shall be reasonably acceptable to Pfizer.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

17

7.6.3	Notice and Place. Before inspecting the records Archemix shall give Pfizer reasonable notice. Pfizer shall make the records available for the inspection during regular business hours at the place where the records are usually retained.
7.6.4	Findings. The accountant’s findings will be [***] on the parties.
7.6.5	Timing and Frequency. Archemix may only inspect or audit the records once each calendar year and may only inspect or audit the records for any Royalty payment once. If Archemix does not inspect or audit the records for a Royalty payment within [***] years of the payment being made, Archemix will be deemed to have accepted the accuracy of the records.
7.6.6	Confidentiality. All information learned by Archemix during an inspection will be deemed Pfizer’s Confidential Information.
7.6.7	Discrepancies. Any discrepancy will be promptly corrected by a payment or a credit, as appropriate. In the event that the results of such audit reveal an underpayment of [***] percent ([***]%) or more, then all reasonable audit fees will be paid by Pfizer.

8. Filing, Prosecution and Maintenance of Patent Rights.

8.1 Pfizer.

8.1.1

Pfizer may, at its sole discretion, file, prosecute, maintain and enforce the Pfizer Background Patent Rights and Pfizer Program Patent Rights. Pfizer shall use commercially reasonable efforts to file, prosecute, maintain and enforce the Pfizer Program Patent Rights in those countries and territories in which Pfizer customarily pursues patent protection for products of similar market potential as the Product. At Pfizer’s request, Archemix shall cooperate with Pfizer in all reasonable respects in connection with such preparation, filing, prosecution and maintenance of such Pfizer Program Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable to Pfizer Program Patent Rights. For purposes of clarity, notwithstanding anything to the contrary herein, Pfizer shall have no rights to prepare, file, prosecute and/or maintain any Patent Rights that are Archemix Background Patent Rights or Archemix Program Patent Rights.

8.1.2

If Pfizer abandons or allows to lapse in any country any of the Patent Rights comprising issued patents covering any Pfizer Program Technology, and such Patent Rights would reasonably have provided market exclusivity for the Product, Pfizer shall continue to pay Archemix

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

18

the royalties specified in Section 7.3 on Net Sales of Products in such country.

8.2 Archemix.

8.2.1	Archemix may, at its sole discretion, file, prosecute, maintain and enforce the Archemix Background Patent Rights, Archemix Program Patent Rights and Joint Aptamer-Generic Patent Rights.
8.2.2	If Archemix decides to abandon or to allow to lapse any of the Patent Rights covering any Archemix Aptamer-Generic Patent Rights or Joint Aptamer-Generic Patent Rights, it shall inform Pfizer of such decision promptly and, in any event, so as to provide Pfizer a reasonable amount of time to meet any applicable deadline to establish or preserve such Patent Rights in such country or region. Pfizer shall have the right to assume responsibility for continuing the prosecution of such Patent Rights in such country or region and paying any required fees to maintain such Patent Rights in such country or region or defending such Patent Rights, through patent counsel or agents of its choice, which shall be at Pfizer’s sole expense. Pfizer shall not become an assignee of any such Patent Rights as a result of its assumption of any such responsibility. Upon transfer of such responsibility under this Section 8.2.2, Archemix shall promptly deliver to Pfizer copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for Pfizer to assume such responsibility.
8.2.3	If Archemix decides to abandon or to allow to lapse any of Archemix Background Patent Rights that contain one or more claims covering a Program Aptamer, it shall inform Pfizer of such decision promptly. Pfizer shall have the right, by providing Archemix written notice within [***] days of receipt of Archemix’s notice, to have Archemix continue to prosecute such claims [***].

8.3 Archemix and Pfizer. Each party will, at the filing party’s cost, cooperate with the filing party’s reasonable requests in support of the filing, prosecution, maintenance and enforcement of Pfizer Program Patent Rights and Archemix Program Patent Rights. This will include:

(a)	Giving the filing party access to invention records in its possession with respect to Pfizer Program Patent Rights and/or Archemix Program Patent Rights.
(b)	Executing, and procuring its employees, officers, agents and consultants to execute assignment and other documents with respect to Pfizer Program Patent Rights and/or Archemix Program Patent Rights.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

19

(c)	Facilitating meetings with its employees, officers, agents and consultants with respect to Pfizer Program Patent Rights and/or Archemix Program Patent Rights.
(d)	Cooperate with the filing party and signing all documents requested by the filing party in connection with obtaining patent extensions under 35 U.S.C. Section 156 and foreign counterparts with respect to Pfizer Program Patent Rights and/or Archemix Program Patent Rights.

8.4 Enforcement of Program Patent Rights.

8.4.1

Enforcement of Pfizer Program Patent Rights. In the event that either party becomes aware of a suspected infringement of any Pfizer Program Patent Rights, such party shall notify the other party promptly, and following such notification, the parties shall confer. Pfizer shall have the sole right, but shall not be obligated, to bring an infringement action or to defend such proceedings at its own expense, in its own name and entirely under its own direction and control. Pfizer shall keep Archemix reasonably informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. Archemix shall assist Pfizer, upon request, in taking any action to enforce any such Pfizer Program Patent Rights and shall join in any such action if deemed to be a necessary party. [***] costs, including without limitation [***], relating to such legal proceedings or other action shall be borne [***]

8.4.2

Enforcement of Archemix Program Patent Rights.

(a)	In the event that either party becomes aware of a suspected infringement by a third party of any Archemix Program Patent Rights or Archemix Background Patent Rights and such potential infringement or claim relates to a Product, such party shall notify the other party promptly.
(b)	If the suspected infringement is with respect to Archemix Aptamer-Generic Patent Rights then, following such notification, Archemix shall have the sole right but not the obligation to enforce such claim. Archemix shall keep Pfizer reasonably informed on a quarterly basis, in person or by telephone, prior to and during any such enforcement. Pfizer shall assist Archemix, upon request, in taking any action to enforce any such Archemix Aptamer-Generic Patent Rights and shall join in any such action if deemed to be a necessary party. All costs, including without limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by Archemix.
(c)	If the suspected infringement is with respect to any other Archemix Program Patent Rights then, following such notification, Archemix

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

20

shall have the sole right but not the obligation to enforce such claim.

(d)

If the suspected infringement is with respect to any Archemix Background Patent Rights that covers a Product, Archemix shall have the sole right but not the obligation to enforce such Patent Rights. If Archemix does not take commercially reasonable steps to abate the infringement of such Patent Rights within [***] days from any infringement notice, then Pfizer may, by providing written notice to Archemix within [***] days thereafter, request that Archemix enforce such Patent Rights. If Archemix agrees, [***], to enforce such Patent Rights, it shall bring suit at Pfizer’s sole expense.

8.4.3 Enforcement of Joint Aptamer-Generic Patent Rights. In the event of an infringement of a Joint Aptamer-Generic Patent Right, the parties shall enter into good faith discussions as to whether and how to eliminate the infringement. Each party shall bear [***] of the cost of any action, suit or proceeding instituted under this Section 8.4.3. An [***] of all amounts recovered shall be received by each party. If the parties are unable to determine whether and how to institute an action, suit or proceeding for infringement of any such Joint Aptamer-Generic Patent Right, either party shall have the right to prosecute such Infringement, in which event that party shall [***] the expense and be entitled to retain [***] that it recovers. Each party shall have the right to be represented by counsel of its own selection in any action, suite or proceeding instituted under this Section 8.4.3 by the other party. If a party lacks standing and the other party has standing to bring any such action, suit or proceeding, then the party with standing shall bring such suit at the request and expense of the other party.

8.5 Defense of Claims. In the event that any action, suit or proceeding is brought against either party or any Affiliate or sublicensee of either party alleging the infringement of the Technology or Patent Rights of a third party by reason of (i) the use of [***] and/or [***] in the Research Program or any Product [***] of any [***]to the [***] to [***] the [***], (ii) the development of any Early Lead or Optimized Lead, including without limitation the manufacture, use or sale, of any Product or (iii) the use of a Program Target: (a) Pfizer shall have the obligation to defend such action, suit or proceeding [***]; (b) Archemix or any of its Affiliates or sublicensees shall have the right to separate counsel [***] in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against Archemix or any of its Affiliates or sublicensees, such party may elect to defend itself [***]; and (c) the parties shall cooperate with each other in all reasonable respects in any such action, suit or proceeding. In the event that any action, suit or proceeding is brought against either party or any Affiliate or sublicensee of either party alleging the infringement of the Technology or Patent Rights of a third party

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

21

by reason of the use of the [***] or the use of the [***] in [***] or [***] on the [***] of [***] in the conduct of the Research Program: (a) Archemix shall have the obligation to defend such action, suit or proceeding [***]; (b) Pfizer or any of its Affiliates or sublicensees shall have the right to separate counsel [***] in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against Pfizer or any of its Affiliates or sublicensees, such party may elect to defend itself [***] and (c) the Parties shall cooperate with each other in all reasonable respects in any such action, suit or proceeding. Each party shall provide the other party with prompt written notice of the commencement of any such suit, action or proceeding, or of any allegation of infringement of which such party becomes aware, and shall promptly furnish the other party with a copy of each communication relating to the alleged infringement that is received by such party. In no event shall either party settle or otherwise resolve any such action, suit or proceeding brought against the other party or any of its Affiliates or sublicensees without the other party’s prior written consent.

9. Acquisition of Rights from Third Parties.

9.1.1

During the Research Program Term, each party will notify the other party of any opportunities, of which such party is aware, to obtain Technology from a third party that may be useful to the Research Program. The parties will discuss in good faith if the Technology should be obtained and, if so, on what terms and by which party.

9.1.2

Pfizer will be responsible for [***] third party patent costs applicable to the obtaining of Technology or Patent Rights related to the Program Target and any Proprietary Chemistries related thereto, if any. Any licenses granted under such third party Technology or Patent Rights [***] sublicensed to Archemix [***] the applicable Research Plan; otherwise, Archemix will [***] such third party license. Archemix will be responsible for [***] third party patent costs applicable to the obtaining of Technology or Patent Rights related to the use of the SELEX™ Process. With respect to any Patent Rights not covered by the foregoing sentences, if either party believes that there exists an issued third party patent in the absence of a license to which the conduct of the Research Program, the development of a Early Lead or Optimized Lead or the commercialization of a Product would infringe a valid claim under such third party patent (a “Blocking Third Party Patent”), it shall notify the Research Committee and the other party. The Research Committee shall discuss in good faith whether, and on what terms, a Blocking Third Party Patent should be licensed for the purposes of this Agreement. If, in making any such decision, Archemix concludes that a license to such Blocking Third Party Patent is not necessary and Pfizer disagrees with such decision, Pfizer shall have the right to enter into a license for itself under such Blocking Third Party Patent. Any licenses obtained by Pfizer under such Blocking Third Party Patent [***] sublicensed to Archemix [***] the applicable Research Plan; otherwise, Archemix will [***] such license to any such

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

22

	Blocking Third Party Patent.
9.1.3	Notwithstanding the foregoing, this Section 9 shall not prohibit or restrict either party from entering into agreements with one or more third parties with respect to any such Technology.

10. Term, Termination and Disengagement.

10.1 Term.

10.1.1 Unless sooner terminated or extended, the term of the Research Program (the “Research Program Term”) will end on the later of:

(a)	three (3) years from acceptance of the third Target by Archemix; or
(b)	three (3) years from the Effective Date.

10.1.2 Unless sooner terminated, the term of this Agreement will continue until the end of the Research Program Term and, if Pfizer is developing an Optimized Lead or commercializing a Product as of the end of the Research Program Term, thereafter until (a) such time as Pfizer is no longer developing at least one (1) Optimized Lead or (b) if Pfizer is commercializing a Product, such time as all Royalty Terms for all Products have ended, unless earlier terminated in accordance with the provisions of this Article 10 (the “Term”).

10.2 Breach Events. The following will be breach events (“Breach Events”):

(a)	Any material representation or warranty of a party under this Agreement proves to have been incorrect in any material respect when made.
(b)	A party fails in any material respect to perform or observe any term of this Agreement, but only if the failure remains un-remedied for [***] days after written notice from the other party.

10.3	Termination. If a party is responsible for a Breach Event, the other party may terminate this Agreement immediately by giving written notice detailing the nature of the breach.
10.4	Effect of Termination.

10.4.1 Termination by Pfizer. If this Agreement is terminated by Pfizer pursuant to Section 10.2, the license granted by Archemix to Pfizer pursuant to Section 6.4 shall survive and the license granted by Archemix to Pfizer pursuant to Section 6.5 shall survive solely as applied to Products being commercialized by Pfizer as of the effective date of termination or derived from Early Leads and Optimized Leads being developed by Pfizer as of the effective date of termination, if any, in each case subject to

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

23

Pfizer’s continued payment of all milestone, Royalty and other payments under and in accordance with this Agreement with respect thereto.

10.4.2

Termination by Archemix. If this Agreement is terminated by Archemix pursuant to Section 10.2 (a) for a Breach Event with respect to a failure to pay, all licenses granted to Pfizer under Section 6 to any Early Leads, Optimized Leads and Products as of the effective date of termination, if any, shall immediately terminate and (b) for any other Breach Event, the license granted by Archemix to Pfizer pursuant to Section 6.4 shall survive solely as applied to Early Leads and Optimized Leads being developed by Pfizer as of the effective date of termination, if any, and the license granted by Archemix to Pfizer pursuant to Section 6.5 shall survive solely as applied to Products being commercialized by Pfizer as of the effective date of termination or derived from Early Leads and Optimized Leads being developed by Pfizer as of the effective date of termination, if any, in each case subject to Pfizer’s continued payment of all milestone, Royalty and other payments under and in accordance with this Agreement with respect thereto.

10.5 Dispute. If a dispute arises between Archemix and Pfizer under this Agreement, the responsible parties agree to negotiate in good faith for [***] days to seek resolution to such dispute before initiating legal proceedings. Nonetheless, each party reserves the right to seek any remedy available under Applicable Laws to resolve any such dispute. For the avoidance of doubt, Pfizer shall have all decision making authority regarding the research, development, and commercialization of Products. However, under no circumstances shall Archemix be required to perform work outside the scope of the Research Plan or incur costs beyond those provided for in this Agreement or the Research Plan.

10.6 Disengagement and Survival.

10.6.1	Termination of this Agreement will not terminate the confidentiality obligations under Section 4.
10.6.2	Termination will not prejudice:

(a)	any terms which contemplate performance after termination;
(b)	a party’s right to receive any payments accrued under Sections 3 and 7; or
(c)	any other remedies which either party may otherwise have.

11. Representations and Warranties.

11.1 Each of Archemix and Pfizer represents and warrants to the other as follows:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

24

(a)	it is a corporation duly organized, validly existing and is in good standing under the laws of the State of Delaware;
(b)	it is qualified to do business and is in good standing in each jurisdiction in which it conducts business;
(c)	it has all the power and authority to conduct its business as now being conducted;
(d)	it has all power and authority to enter into and perform this Agreement;

11.2 This Agreement has been duly authorized by all necessary corporate action and will not:

(a)	require the consent of its stockholders;
(b)	violate any Applicable Laws;
(c)	violate its certificate of incorporation or by-laws; or
(d)	breach any material agreement, permit or other instrument that binds it or its assets.

11.3	It does not owe an obligation to a third party that conflicts with this Agreement.
11.4	It has sufficient rights in its tangible and intangible assets to perform this Agreement and except as disclosed to Pfizer and Archemix has no knowledge that a third party disputes these rights.
11.5	OTHER THAN EXPRESSLY STATED HEREIN AND WITH RESPECT TO MAKING, USING, SELLING, OFFERING FOR SALE, OR IMPORTING ANY TANGIBLE GOODS TRANSFERRED UNDER THIS AGREEMENT, ARCHEMIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE.
11.6	No Warranty of Success. Nothing contained in this Agreement shall be construed as a warranty on the part of either party that (a) the Research Program will yield any Early Lead or Optimized Lead or will yield a Product or otherwise be successful or (b) the outcome of the Research Program will be commercially exploitable in any respect.
11.7	Limited Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT AS SET FORTH IN SECTION 14, NEITHER

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

25

PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR (I) ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST REVENUES, OR (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY.

11.8

Acknowledgment of Pfizer. Pfizer acknowledges that the licenses granted to Pfizer hereunder are subject to certain limitations and restrictions set forth in the Archemix-Gilead License Agreement and the URC License Agreement and agrees that Pfizer shall comply with the applicable terms of the Archemix-Gilead License Agreement and the URC License Agreement that Archemix is subject to thereunder. Pfizer hereby acknowledges and agrees and covenants that (a) it will not use the SELEX™ Process or the SELEX™ Technology as described in the SELEX™ Portfolio for any reason, including without limitation (i) to research, make, use, sell, offer for sale, import or export any Aptamers for In Vitro Diagnostic Products, In Vivo Diagnostic Product Agents, Radio Therapeutics or Aptamer-Antidote Products or (ii) develop, modify, manufacture, have manufactured, export, import, use, sell or offer to sell any Aptamer other than a Program Aptamer; (b) under the Archemix-Gilead License Agreement and under the URC License Agreement, Archemix’ rights in the SELEX™ Process or the SELEX™ Technology as described in the SELEX™ Portfolio may revert to Gilead if Archemix, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of products and services utilizing the SELEX™ Process or the SELEX™ Technology; (c) in the event of any termination of the URC License Agreement, the licenses granted to Pfizer hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, Pfizer is not then in breach of this Agreement and Pfizer agrees to be bound to UTC as the licensor under the terms and conditions of the URC License Agreement as described in the SELEX™ Portfolio and (d) in the event of any termination of the Archemix-Gilead License Agreement, the licenses granted to Pfizer hereunder shall remain in full force and effect in accordance with Section 2.4 of the Archemix-Gilead License Agreement; provided, that, Pfizer agrees to be bound to Gilead as the licensor under the terms and conditions of the Archemix-Gilead License Agreement and provided that if the termination of the Archemix-Gilead License Agreement arises out of the action or inaction of Pfizer, Gilead, at its option, may terminate such license. Notwithstanding the foregoing, the parties acknowledge that solely to the extent that Pfizer has a valid license to the Technology covered by the Archemix-Gilead License Agreement and the URC License Agreement, the Archemix-Gilead License Agreement and the URC License Agreement do not prevent Pfizer from working on Aptamers for Program Targets outside of this Agreement.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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12. Covenants.

12.1 Covenants by Both Parties. During the Term of this Agreement, each of Archemix and Pfizer will:

(a)	preserve its corporate existence; provided, that, nothing in this Agreement shall be construed to mean Archemix’s continued existence in a new form resulting from a merger, acquisition or Change of Control would be a breach of this Agreement;
(b)	remain qualified to do business in good standing in each jurisdiction in which it conducts business;
(c)	maintain the rights in its tangible and intangible assets needed to perform this Agreement;
(d)	not accept an obligation to a third party that would prevent the performance by such party of its obligations under this Agreement; and
(e)	comply in all material respects with the requirements of all Applicable Laws.

12.2 Covenants of Archemix. During the Term of this Agreement, Archemix shall provide Pfizer with prompt written notice in the event that it enters into any amendment to the Archemix-Gilead License Agreement that would materially increase the obligations of Pfizer as a sublicensee upon termination of the Archemix-Gilead License Agreement. In addition, during the Term of this Agreement, Archemix will not enter into any agreement or amend any existing agreement with a third party that would prevent Pfizer from working on any Aptamers for Program Targets utilizing the Technology and Patent Rights licensed hereunder.

13.	Change of Control. Upon each occurrence of a Change of Control, Archemix shall notify Pfizer within five days after of the public announcement of the Archemix Change of Control. Following receipt of any such notice Pfizer may, by notifying Archemix in writing, elect to terminate any one or more of its obligations under the Research Program.
14.	Indemnification by Pfizer.

14.1 Indemnity.

14.1.1 Archemix. Pfizer will indemnify, defend and hold harmless Archemix, and its Affiliates, and their officers, directors, shareholders, employees, agents and representatives, (“Archemix Indemnified Parties”) against all liability and costs resulting from any third party claim made against and Indemnified Party arising from:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

27

(a)	Pfizer’s breach of any of its representations, warranties or covenants in Section 12; or
(b)	Pfizer’s research or development of any Early Lead or Optimized Lead and/or Product or the manufacture, sale, offer for sale, use or import of any Product.

14.1.2 Indemnification of [***] and [***] by Pfizer. To the extent required by the [***] Agreement, Pfizer shall indemnify, defend and hold harmless [***] and [***] and any of their respective directors, officers, employees and agents (each, a “[***]), from and against any damages that are incurred by a [***] as a result of any third party claims, to the extent such claims arise out of the development, manufacture, use, offer for sale, sale or other commercialization, distribution, administration, storage or transport, by Pfizer or its Affiliates or sublicensees of any Program Aptamers or Products.

14.2 Control. On receipt of notice of the claim, the Archemix Indemnified Party shall:

(a)	promptly notify Pfizer;
(b)	permit Pfizer, at its cost, to handle and control the claim; but, the Indemnified Party will have the right to participate in the defense of the claim at its own expense; and
(c)	give Pfizer, at its cost, all reasonable assistance in Pfizer’s handling of the claim.

14.3 Exclusions. This indemnity will not apply to the extent any claim arises out of an Archemix Indemnified Party’s [***] negligence, willful misconduct or breach of any term, representation, warranty or covenant in this Agreement.

15. Indemnification by Archemix.

15.1

Indemnity. Archemix will indemnify, defend and hold harmless Pfizer and its Affiliates, and its or their officers, directors, shareholders, employees, agents and representatives (“Pfizer Indemnified Parties”) against all liability and costs resulting from any third party claim made against an Indemnified Party arising from Archemix’s breach of any of its representations, warranties or covenants in Section 12.

15.2

Control. On receipt of notice of the claim, the Pfizer Indemnified Party shall:

(a) promptly notify Archemix;

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

28

(b)	permit Archemix, at its cost, to handle and control the claim; but, the Pfizer Indemnified Party will have the right to participate in the defense of the claim at its own expense; and
(c)	give Archemix, at its cost, all reasonable assistance Archemix’s handling of the claim.

15.3 Exclusions. This indemnity will not apply to the extent any claim arises out of a Pfizer Indemnified Party’s negligence, willful misconduct or breach of any term, representation, warranty or covenant in this Agreement.

16. Notices. All notices will be in writing and sent by certified mail, return receipt requested, courier, or telefacsimile to the addresses noted below. Notices will be deemed on the date of receipt.

If to Pfizer:	Pfizer Global R&D Headquarters
	50 Pequot Avenue
	New London, CT 06320
	Attn.: President, PGRD
	Copy to: General Counsel, PGRD
If to Archemix:	Archemix Corp.
	300 Third Street
	Cambridge, MA 02142
	Tel: (617) 621-7700
	Fax: (617) 621-9300
	Attention: Chief Executive Officer
	Attention: General Counsel
With a copy to:	Mintz, Levin, Cohn, Ferris, Glovsky
	and Popeo, P.C.
	One Financial Center
	Boston, Massachusetts 02111
	Attention: John J. Cheney, Esq.
	Tel: (617) 542-6000
	Fax: (617) 542-2241

17.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
18.	Miscellaneous.

18.1 Binding Effect. This Agreement is binding upon and inures to the benefit of a party’s legal representatives, successors and permitted assigns.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

29

18.2	Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original.
18.3	Amendment. This Agreement may only be amended or canceled in writing and signed by both parties.
18.4	Waiver. A party’s compliance with the terms of this Agreement may only be waived by written notice from the other party. Unless stated otherwise a waiver will not be deemed an ongoing waiver. The delay or failure of a party to require performance of a term of this Agreement will not prevent the party from enforcing the term later.
18.5	Third Party Beneficiaries. Except as set forth in Section 14.1.2, no third party has any rights under this Agreement.
18.6	Relationship. The parties are independent contractors. This Agreement does not create a partnership between the parties or any third party.
18.7	Assignment and Successors. A party may not assign this Agreement without the permission of the other party. But, a party may, without the permission of the other party, assign this Agreement to:

(a)	an Affiliate;
(b)	any purchaser of all or substantially all of its assets to which this Agreement relates; or
(c)	any successor corporation resulting from any merger or consolidation of such party with or into such corporation.

18.8	Force Majeure. A party will not be in breach or liable for any failure of delay of its performance of this Agreement caused by reason of Force Majeure.
18.9	Severability. If any provision of this Agreement is invalid or is unenforceable, the parties intend that the remainder of the Agreement will be unaffected.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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SIGNED BY:

PFIZER INC	ARCHEMIX CORP
By:	By:
Title:	Title:
Date:	Date:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

31

APPENDIX A

List of Definitions.

These Definitions apply to the

Collaborative Research and Services Agreement

Between

Pfizer Inc

and

Archemix Corp.

“Acceptance” means: (a) with respect to an IND, thirty (30) days from the date such IND is received by the FDA if no clinical hold is issued by the FDA with respect thereto or, to the extent issued, such later date on which such IND is no longer subject to that clinical hold; (b) with respect to an NDA, sixty (60) days from the date such NDA is received by the FDA if no refuse-to-file order is issued by the FDA or, to the extent issued, such later date on which the deficiencies referred in such refuse-to-file notice are corrected or the NDA is otherwise deemed “filed” by the FDA; and (c) with respect to an E5 Country or Japan the equivalent of the above or any other action or non-action that allows a party to proceed with a clinical trial or product launch.

“Affiliate” means with respect to a party, any legal entity:

(a)	that owns, directly or indirectly, at least 50% of the voting securities of the party;
(b)	that has at least 50% of its voting securities owned, directly or indirectly, by the party;
(c)	at least 50% of its voting securities is owned, directly or indirectly, by a legal entity that owns, directly or indirectly, at least 50% of the voting securities of the party;
(d)	that is a partnership in which the party is a general partner;
(e)	that has an agreement pursuant to which the party has the right to control the governing body of such legal entity.

“Annual Net Sales” means, with respect to any Pfizer Year, the aggregate amount of the Net Sales for such Pfizer Year.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-1

“Applicable Laws” means Federal, state, local, national and supra-national laws, statutes, rules and regulations, including any rules, regulations, guidance, guidelines or requirements of regulatory authorities, national securities exchanges or securities listing organizations, that are in effect from time to time during the Term and apply to a particular activity hereunder.

“Aptamer” means any oligonucleotide that binds with high specificity and affinity to a Target through means other than Watson Crick base pairing.

“Aptamer-Antidote Product” means a product that contains an Aptamer with [***] and that has as [***], a [***] that has [***] wherein “[***]” means the [***] and/or [***] and “[***]” means the [***] or [***].

“Aptamer-Specific Patent Rights” means Patent Rights that cover only Aptamer-Specific Program Technology.

“Aptamer Generic Program Technology” means any Program Technology that is not (a) Aptamer-Specific Program Technology; (b) covered by subsection (a) of the definition of Archemix Program Technology or (c) covered by subsection (a) of the definition of Pfizer Program Technology.

“Aptamer-Specific Program Technology” means any Program Technology that relates specifically and solely to (i) any Program Aptamer or (ii) the manufacture, formulation, delivery or use of a Program Aptamer.

“Archemix Aptamer-Generic Patent Rights” means Patent Rights that cover Archemix Aptamer-Generic Program Technology.

“Archemix Aptamer-Generic Program Technology” means any Aptamer-Generic Program Technology conceived or first reduced to practice solely by Archemix or its officers, employees, agents or consultants.

“Archemix Background Technology” means any Technology that is used by Archemix, or provided by Archemix for use, in the Research Program that is (a) Controlled by Archemix as of the Effective Date or (b) conceived or first reduced to practice by employees of, or consultants to, Archemix after the Effective Date other than in the conduct of the Research Program and without the use in any material respect of any Pfizer Background Technology or Pfizer Program Technology. For purposes of clarity, Archemix Background Technology shall include the SELEXÔ Process and SELEXÔ Technology as of the Effective Date.

“Archemix Background Patent Rights” means the Patent Rights covering Archemix Background Technology, including without limitation the Patent Rights listed in Appendix D.

“Archemix-Gilead License Agreement” means the License Agreement between Gilead Sciences, Inc. and Archemix dated October 21, 2001, as amended.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-2

“Archemix Materials” means any Proprietary Materials that are Controlled by Archemix and used by Archemix, or provided by Archemix for use, in the Research Program. For purposes of clarity, Archemix Materials shall not include Program Aptamers provided by Archemix for use in the Research Program.

“Archemix Program Technology” means (a) any Program Technology that is an improvement to, or otherwise directly relates to, the SELEXÔ Process and/or SELEXÔ Technology and (b) Archemix Aptamer-Generic Program Technology but not Joint Aptamer Generic Program Technology.

"Archemix Program Technology Patent Rights” means all Patent Rights that contain one (1) or more claims that cover Archemix Program Technology.

“Change of Control” means that any of the following has occurred or Archemix (or any successor or assign) enters into an agreement providing for:

(a)	any Major Company becoming the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the voting securities of Archemix (or any successor or assign);
(b)	Archemix enters into an agreement with any Major Company providing for the sale or other disposition of all or substantially all of the assets of Archemix (or successor or assign);
(c)	a consolidation or merger of Archemix with a Major Company that results in the shareholders of Archemix (or any successor or assign) immediately before the occurrence of the consolidation or merger beneficially owning, in the aggregate, less than fifty percent (50%) of the voting securities of the surviving entity immediately after consolidation or merger; or
(d)	a change in Archemix’s (or any successor’s or assign’s) Board of Directors occurs with the result that the majority of members of the Board are representatives or appointed by a Major Company.

“Commitment Year” means each one-year period following the Effective Date.

“Confidential Information” means all information about a party’s Technology or that is otherwise disclosed by a party in writing to the other party and that is (a) with respect to any written disclosure, designated as confidential in writing at the time of disclosure or (b) with respect to oral disclosure, is designated as confidential by written confirmation within thirty (30) days or (c) otherwise customarily considered to be confidential information.

“Control” or “Controlled” means (a) with respect to Technology or Patent Rights, the possession by a party of the right to grant a license or sublicense to such Technology or Patent Rights as provided herein without the payment of additional consideration to, and without violating the terms of any agreement or arrangement with, any third party and without violating any Applicable Laws and (b) with respect to Proprietary Materials, the possession by a party of the right to supply such Proprietary Materials to the other party as provided herein without the payment of additional consideration to, and without violating the terms of, any agreement or arrangement with any third party, and without violating any Applicable Laws.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-3

“Diagnosis” means (a) the determination or monitoring of (i) the presence or absence of a disease, (ii) the stage, progression or severity of a disease or (iii) the effect on a disease of a particular treatment; and/or (b) the selection of patients for a particular treatment with respect to a disease.

“Diagnostic Product” means In Vitro Diagnostic Products, In Vivo Diagnostic Product Agents and any product used for Diagnosis in vitro. For purposes of clarity, the term Diagnostic Product shall not include the delay of, onset, or progression of, or treatment or prevention of, an indication.

“E5 Country” means any of the following: [***].

“Early Lead” means (a) [***] Aptamer [***] that is [***] in the [***]of the [***] or [***] Aptamer [***] in the [***] of the [***] that [***] and (b) [***] by the [***] as an Early Lead.

“Early Lead Milestone” means acceptance by the Research Committee of the achievement of ELC. Payment of an Early Lead Milestone (once per Research Plan) by Pfizer to Archemix, shall be a condition of the initiation of the Lead Optimization phase of the Research Plan. ELC may be modified or waived to trigger payment of the corresponding milestone and enable progression of the collaboration project into the next phase of research.

“Effective Date” means the date first set forth above.

“ELC, OLC and TPP Selection Factors” means the factors that will be considered in selecting the ELC, OLC and TPP. ELC Selection Factors and OLC Selection Factors will be defined on a Program Target-specific basis, reflecting the particular constraints for each Program Target including:

• [***]

• [***] of the Program Target for [***]

• Program Target [***]

• [***]

The ELC will include the following types of requirements for Early Leads :

• [***] for Program Target [***] is [***]

• Aptamer [***] Program Target [***] in [***] with an [***] and an [***].

• Aptamer [***] Program Target [***] and [***] for the [***].

• Aptamer can be [***] using [***] with [***].

The ELC will not include requirements related to [***], or [***] at the Early Lead stage may be [***] than at Optimized Lead stage given [***] in both that are [***].

The OLC will include the following types of requirements for Optimized Leads:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-4

• [***] for Program Target [***] is [***].

• Aptamer [***] target [***] in [***] with an [***] and an [***].

• Aptamer [***] Program Target [***] and [***] for the [***].

• Aptamer [***] appropriate [***] and [***].

• Aptamers will [***] and [***] of the [***] and [***] with [***], if such [***] is [***] for the [***].

• Aptamer [***] appropriate [***].

• Aptamer can be [***] using [***] with [***].

• Aptamer can be [***] for [***] at [***] and [***] without [***] of [***] and with [***] and [***].

• Aptamer [***] in [***] is [***] for the [***].

The OLC will not [***] to [***], [***], or [***].

“FDA” means the United States Food and Drug Administration or any successor agency or authority thereto.

“Force Majeure” means any occurrence beyond the reasonable control of a party that (a) prevents or substantially interferes with the performance by such party of any of its obligations hereunder and (b) occurs by reason of any act of God, flood, fire, explosion, earthquake, strike, lockout, labor dispute, casualty or accident, or war, revolution, civil commotion, act of terrorism, blockage or embargo, or any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative of any such government.

“FTE” shall mean [***] hours of work devoted to or in support of the research activities that is carried out by one or more employees, contract personnel or consultants of Archemix, measured in accordance with Archemix’s time allocation practices from time to time.

“FTE Cost” means, for any period, the applicable FTE Rate multiplied by the applicable number of FTEs in such period.

“FTE Rate” means during the Research Program Term, [***] Dollars (US $[***]).

“IND” means: (a) an Investigational New Drug Application required to initiate clinical testing of a compound in humans in the United States; (b) a counterpart of an Investigational New Drug Application that is required in any other country or region before beginning clinical testing of a compound in humans in such country or region; and (c) all supplements and amendments to any of the foregoing.

“In Vitro Diagnostic Products” means the use of the SELEX™ Process or Aptamers or PhotoAptamers identified through the use of the SELEX™ Process in the assay, testing or determination, outside of a

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-5

living organism, of a substance in a test material. In Vitro Diagnostic Products shall include, among other things, the use of the SELEX™ Process or Aptamers or PhotoAptamers identified through the use of the SELEX™ Process in the assay, testing or determination: (a) outside of a living organism, (i) of a human substance in a test material, often to identify or follow the progression of a disease or disorder, or to select a patient for treatment; (ii) of a plant substance, animal substance or other substance in a test material, often to identify or follow the progression of a disease, process, or disorder in a human or non-human organism; and (iii) of environmental substances (as in water quality testing); and (b) of a substance on a test material such as cells (as in FACS analysis or other measurements of pathogens within biological samples).

“In Vivo Diagnostic Product Agent” means any product containing one or more Aptamers that is used for any human in vivo Diagnostic Product purpose related to (inter alia) the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state.

“Joint Aptamer Generic Patent Rights” means Patent Rights that cover Joint Aptamer-Generic Program Technology.

“Joint Aptamer-Generic Program Technology” means any Aptamer-Generic Program Technology that is conceived or first reduced to practice jointly by the parties.

“Major Company” means (a) any entity that had for its most recently-completed fiscal year of at least [***] or more with at least [***] Dollars ($[***]) in annual aggregate net sales of pharmaceuticals; or (b) or any entity that is a direct or indirect parent holding company of an entity described in (a).

“Net Sales” means the gross sales of a Product by Pfizer, its Affiliates, or its sub-licensees to third parties, less the following deductions:

(a)	bad debts related to the Product;
(b)	any rebates, quantity, trade and cash discounts, and other usual and customary discounts to customers granted and taken in the ordinary course of business;
(c)	retroactive price reductions, allowances chargebacks, rebates, adjustments and amounts repaid or credited by reason of rejections or returns of the Product (including returns of the Product by reason of a Product recall or damaged or defective goods);
(d)	compulsory payments and rebates, actually paid or deducted;
(e)	customs duties and other governmental charges, as well as sales, use, excise, inventory, value added, and other taxes, related to the sale of the Product; and
(f)	payments, discounts, rebates, fees, reimbursements or similar payments granted to managed health care organizations or federal, state or local governments, their agencies, purchasers or reimbursers or any government subsidized programs, wholesalers or other distributors, buying groups, health insurance carriers, other institutions, or discount programs (including the Pfizer ShareCard and other

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-6

similar discount cards), and write-offs from quantities of the Product donated by Pfizer to third parties.

“Optimized Lead” means [***] that the [***] and [***] as[***] the [***] for such [***]

“Optimized Lead Milestone” means acceptance by the Research Committee of achievement of OLC. [***] aptamers that [***] the [***] aptamer [***], as [***] in the [***] will trigger payment of an Optimized Lead Milestone (once per Research Plan) by Pfizer to Archemix, enabling initiation of the development phase of the Product. OLC may be modified or waived to trigger payment of the corresponding milestone and enable progression of the collaboration project into the next phase of research.

“Patent Rights” means the rights and interests in and to patent applications and issued patents, whether domestic or foreign, including all continuations, continuations-in-part, divisionals, registrations, confirmations, revalidations and renewals, and letters of patent granted thereon, and all reissues, re-examination and extensions thereof and any patent restoration or extension period granted by a governmental authority, including but not limited to compensation for patent term lost during the clinical trial or regulatory approval process and Supplementary Protection Certificates of any of the foregoing.

“Permitted Screening Activities” means, [***], any [***] Archemix [***] to [***] for [***] and/or for [***] for the [***] of [***] that [***] to a[***] than [***]

“Pfizer Aptamer-Generic Program Technology” means any Aptamer-Generic Program Technology that is conceived or first reduced to practice solely by Pfizer or its Affiliates, employees, agents or consultants.

“Pfizer Background Patent Rights” means all Patent Rights that contain one (1) or more claims that cover Pfizer Background Technology.

“Pfizer Background Technology” means Technology introduced by Pfizer into the Research Program:

(a) developed by Pfizer’s officers, employees, agents or consultants:

(i)	before the Effective Date; or
(ii)	after the Effective Date outside of the Research Program.

(b) Obtained by Pfizer from third parties.

“Pfizer Materials” means any Proprietary Materials that are Controlled by Pfizer and used by Pfizer, or provided by Pfizer for use, in the Research Program. For purposes of clarity Pfizer Materials shall include Program Aptamers.

“Pfizer Program Patent Rights” means all Patent Rights that contain one (1) or more claims that covers Pfizer Program Technology.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-7

“Pfizer Program Technology” means all Program Technology other than (a) Archemix Program Technology and (b) Joint Aptamer-Generic Program Technology. For the purpose of clarity, Pfizer Program Technology includes any Program Aptamers.

“Pfizer Quarter” means each successive period of three (3) consecutive calendar months designated by Pfizer as a “Quarter” in the normal course of reporting its financials.

“Pfizer Year” means each successive period of twelve (12) consecutive calendar months designated by Pfizer as a “Year” in the normal course of reporting its financials.

“PhotoAptamer” means an Aptamer that has a photoreactive nucleotide analog, such as brominated deoxyuridine (BrdU), substituted for one or more of the four naturally occurring nucleotides, such as thymidine, that forms a covalent crosslink with its target protein when exposed to radiation such as ultraviolet light.

“Product” means any product that contains or comprises a Program Aptamer.

“Product Launch” means, with respect to a Product in any country, the first sale, transfer or disposition for value of such Product in such country.

“Program Aptamer” means any Aptamer first identified through the conduct of the SELEXÔ Process or otherwise by Archemix in the performance of the Research Program that binds to a Program Target, including Early Leads, Optimized Leads and Products.

“Program Target” means any Target that is identified by Pfizer for inclusion in the Research Program and accepted by Archemix pursuant to Section 2.2.

“Program Technology” means any Technology (including without limitation, any new and useful process, method or manufacture or composition of matter) that are conceived or first reduced to practice (actively or constructively) by either party in the conduct of the Research Program.

“Proprietary Materials” means tangible chemical, biological or physical materials (a) that are furnished by or on behalf of one party to the other party in connection with this Agreement, whether or not specifically designated as proprietary by the transferring party or (b) that are otherwise conceived or reduced to practice in the conduct of the Research Program.

“Quarter” means the period beginning on the Effective Date and ending on the last day of the calendar quarter in which the Effective Date falls, and thereafter each successive period of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31; provided, that, the initial Quarter shall commence on the Effective Date and end on March 31, 2007.

“Quarterly FTE Payment” means the minimum amount payable by Pfizer to Archemix for FTEs during each Pfizer Quarter of the Research Program Term pursuant to Section 3.5, which shall equal the estimated FTE Cost as set forth in the Research Plan for such Pfizer Quarter.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-8

“Radio Therapeutic” means any product for human therapeutic use that contains one or more Aptamers that targets specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates (a) radionucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.

“Research Committee” means the committee formed pursuant to Section 2.6.

“Research Plan” means each written plan describing the activities to be performed by the parties to discover and develop Products against each Target introduced into the Research Program, as approved by the Research Committee (and attached to the minutes of the applicable Research Committee meeting.

“Research Program” means the collaborative research program to be performed by Pfizer and Archemix during the Research Program Term under this Agreement.

“Royalty(ies)” means royalty(ies) provided in this Agreement.

“Royalty Term” means, on a country-by-country basis, with respect to each Product in each country, the period beginning on the date of Product Launch of such Product in such country and ending on the expiration of the last to expire Valid Claim in such country that covers such Product or its identification, manufacture, use, import, offer for sale or sale; provided, that, in the event Pfizer abandons any issued patent in any country, the Royalty Term in such country shall be extended so long as a Product is sold in such country by Pfizer.

“SELEXÔ Process” means any (a) generic aptamer composition or (b) process, including the use in any such process of polymerases capable of incorporating non-canonical nucleotides, for the identification or generation of a nucleic acid that binds to a Target by means other than Watson-Crick base-pairing, including without limitation any such process that (a) is covered by, or is described in, the SELEX™ Portfolio, including without limitation U.S. Patent Nos. [***] or [***], (b) is covered by, or is described in, any other Patent Rights Controlled by Archemix, and (c) any continuations, divisionals and continuations-in part substitutions, renewals, reissues, re-examinations and extensions of and improvements to the inventions covered by, or described in, the foregoing Patent Rights.

“SELEXÔ Technology” means any process for modifying, optimizing and/or stabilizing an aptamer wherein such modification, optimization or stabilization includes, without limitation minimization, truncation, conjugation, pegylation, complexation, substitution, deletion and/or incorporation of modified nucleotides.

“[***]” means an Aptamer that meets all of the following criteria:

(1)	It [***].
(2)	It [***] the [***] of a [***].
(3)	It [***] either of the [***]:

(a)	A [***] of [***]
(b)	A [***] from a [***] of a [***] of [***] to [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-9

“Surrogate Aptamer” means an Aptamer that binds to a Program Target of a species other than human.

“Target” means [***] by a [***] and/or [***], as well as [***]of the [***] or the [***], and [***] to the [***] that are [***] in [***]

“Technology” means all unpatented technical information, intellectual property, know-how, expertise and trade secrets.

“URC License Agreement” means the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead as successor in interest to NeXstar.

“UTC” means University Technology Corporation, the successor to the University Research Corporation.

“Valid Claim” means a claim within Archemix Background Patent Rights, Archemix Program Patent Rights and Pfizer Program Patent Rights so long as such claim shall not have been abandoned or shall not have been held invalid in a final decision rendered by a tribunal of competent jurisdiction from which no appeal has been or can be taken.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix A-10

APPENDIX B

Target Nomination Notice

(to be completed for each Target proposed by Pfizer)

Pfizer Target : Define by common name(s), accession number and amino acid sequence if possible

PFIZER INC

By:

Name:

Title:

Date:

ARCHEMIX CORP.

By:

Name:

Title:

Date:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix B-1

APPENDIX C

I. Executive Summary

This document outlines Archemix’s proposed research plan (the “Research Plan”) to discover and optimize aptamers for nominated targets within the Pfizer/Archemix collaboration. Note that this Research Plan is Archemix’s current assessment of the scope of work projected to discover and develop aptamers through the Optimized Lead milestone. Archemix believes that this Research Plan will serve as the basis for defining a detailed research plan for each specific target which is entered into the collaboration.

Archemix would propose conducting the aptamer discovery activities up to the milestone decision point of Optimized Lead nomination in two stages described in Section II. Each stage yields one or more aptamer molecules meeting milestone criteria as summarized in Table 1.

Table 1: Milestone Definitions

Milestone	Properties
[***]	[***]
[***]	[***].

Estimates of the timing and resource (expressed as FTE) requirements for each stage of the aptamer discovery process are shown in Table 2. The estimates represent an [***]Archemix[***]. Actual values will vary given the nature of the discovery project. Key variables which can impact the timing and resource required for each stage have been highlighted. The overall time to an Optimized Lead can vary between [***] months. The estimated FTE commitment to generate an Optimized Lead ([***]) varies from [***]. Assuming a particular target [***] for pre-clinical testing, the FTE commitment [***].

Table 2. Timing and Resource Estimates by Project Stage

	Estimated	Estimated	Estimated
	Duration	Average	Total
Stage	(months)	Headcount	FTE	Variables
I. [***]	[***]	[***]	[***]	• [***]
II. [***]	[***]	[***]	[***]	o [***]

Notes:

• Requirements for a [***] [***].

• FTE is expressed in [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix C-1

II. Work Plan Description

Work to generate Optimized Lead Aptamers from new targets can be considered as progressing in the two stages illustrated in the figure at the bottom of this page. Upon acceptance of a target into the Pfizer/Archemix collaboration, Early Lead Criteria, Optimized Lead Criteria, and a Target Product Profile will be defined through joint discussions by scientists at Pfizer and Archemix and agreed by the Research Committee responsible for managing the collaboration. These criteria will provide specific direction for both the discovery and optimization efforts.

In [***], Archemix will [***] aptamer [***]aptamer [***]. Archemix would [***]. The [***] of the aptamer [***]. [***] aptamer [***] will be [***] to enable [***]. At this stage, aptamer [***] will be [***] Example [***] aptamers [***] in Table 3. [***].

Table 3. Proposed Elements of [***]

Property	Target
[***]	[***]
[***]	[***] aptamer [***]
[***]	Aptamer [***]
Aptamer [***]	Aptamer [***]

* Specific criteria would be [***] the Research Committee:

• [***]

• [***]

• [***]

In [***], Archemix and Pfizer will [***]aptamers [***] which would be [***]. During this [***] will be [***]. Additional [***] would be [***], thereby [***] for the [***] as defined in [***]. Additional activities in this [***] aptamer[***]. Activities up to and including [***] Archemix, and Pfizer will [***]. At the [***] Pfizer [***].
Elements of the [***] in Table 4.

Table 4. Proposed Elements of [***]

Property	Target
[***]	[***]
[***]	Aptamer [***]
[***]	Aptamer [***]
[***]	Aptamer [***]
[***]Aptamer [***]	Aptamers [***] aptamers [***]
[***]	Aptamer [***]
[***]	Aptamer [***]
[***]	Aptamer [***]
[***]	Aptamer [***]

* Specific criteria would be [***] the Research Committee:

• [***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix C-2

• [***]

• [***]

• [***]

[***]

A. [***]

Each of the steps in the [***] is described in outline form below. It is worth noting that for programs where an [***] will be [***] against the [***]. Depending upon [***], there may be [***].

i. [***] will be [***] or provided by Pfizer.[***] of the [***] will be [***]. Functional activity of the target will be confirmed using assays specific for the target function.

ii. [***]. [***] and [***] that will be [***] aptamer [***]. [***] may include: [***] In general, [***] will be [***] and [***] aptamer [***] may be [***] aptamers [***]. In our [***] work plan, [***] will [***]. It is [***] that in those [***]Pfizer[***] and [***] and [***], that [***] Archemix [***]. Typically, [***] to the t[***] are [***] that the [***] for aptamer [***].

iii. SELEX™. The SELEX™ process (Systematic Evolution of Ligands through EXponential enrichment) [***] which [***]. A [***] and [***] SELEX™ [***]. The SELEX™ [***] from this [***] [***].

[***] have [***] to [***] and [***] by the [***] is [***] to the [***] of [***]. Consequently, aptamer SELEX™ will be [***] for the SELEX™ [***] of the [***] and an [***].

The [***] SELEX™ [***] will be [***]. In order to [***] from the [***], typically [***] aptamer [***] is [***] with the [***] and the [***] that [***] are [***] is next a[***] which can [***]. SELEX™ will be [***] with [***].

At various points [***] from [***] of the [***]. Typically when [***] have begun to [***] aptamer [***] with the [***] SELEX™ [***] on the [***] from the [***] SELEX™ [***].

Aptamer [***]. Archemix will [***] that have [***] will [***] on the [***] SELEX™ [***], and the [***] will be [***] and then [***]. The [***] is the [***] will be [***] Pfizer) as well. In the event [***] with the [***] is not [***] Pfizer [***] of a [***] aptamers.

Aptamers that [***] by the [***] will be [***] that have the [***]. On the [***], aptamers [***]. The [***] aptamer [***] will be [***]Aptamers [***] will be [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix C-3

Aptamer [***]. [***] and can [***]. The most [***], referred to as [***] [***] from the [***]. It is anticipated that [***] will [***]. An [***] of the [***] about the [***] of the [***] aptamer. [***] will be [***], and [***] and [***] will be [***]. It is [***] that the [***] aptamer [***]. Under these [***] aptamer. In this case, [***] that are [***].

Often [***] with [***] will [***] that, along with [***]. This approach will be [***] with [***], to allow for [***] will be the [***] of the [***] with good [***] will be [***] for [***] using selected [***].

Aptamers that [***] will be [***] aptamers. At least [***] that [***].

[***]

B. [***]

i. [***]. We will [***] of the [***] aptamers. [***] aptamer will [***] and [***] is [***] which through [***]. We have [***].

ii. [***]. Depending on [***] aptamers [***], it may [***] aptamer(s) [***] can be [***]. We will [***] and [***] from the [***] in Table 5. These [***] aptamers will [***] for [***] aptamer [***] to the [***] aptamer will [***].

[***] with [***] will be [***]. The [***] will be [***] will be [***] and the [***] will also be [***]. If the stability of the [***] aptamer [***] is [***] will be [***] about the [***] aptamer [***] will [***] will be [***]. Using this [***] of a [***] that [***] and the aptamer [***].

Throughout [***] of the aptamers [***] aptamer [***]. The [***] Table 5 have been [***] and [***]. Therefore, although [***], we will [***] aptamers [***].

Table 5. Aptamer [***]

Modification	Anticipated effect
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

iii. [***]. [***] that [***] and [***] will be [***] aptamer [***] that can [***]. We anticipate that [***] aptamer [***]. The aptamer [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix C-4

iv. [***]. Pfizer [***] with [***] will be [***]. Archemix [***] Pfizer [***] of [***]. The [***] of the [***] will [***]. The [***]. Pfizer [***] for each [***]. When [***], Pfizer [***] Archemix [***] aptamers [***]. Archemix [***] Pfizer [***] but will [***].

v. [***] (Pfizer). The [***] of [***] aptamers will [***] or a [***]. These [***] will be [***] that are [***], as well as [***] will be [***] will be [***] will be [***]. The [***] from this [***] to be [***] and also [***]. If [***] may become [***] will be [***] such as the [***] can be [***].

Aptamers [***] and [***] will be [***]. Pfizer [***] and [***].

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix C-5

APPENDIX D

List of Background Patent Rights

APPENDIX D.1

(follows on page Appendix D-2)

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix D-1

[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix D-2

APPENDIX D.2

(follows on pages Appendix D-4 and Appendix D-5 )

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix D-3

INTERNAL REFERENCE	SERIAL NUMBER	PATENT NUMBER	EXPIRATION DATE	TITLE	CLAIMS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix D-4

INTERNAL REFERENCE	SERIAL NUMBER	PATENT NUMBER	EXPIRATION DATE	TITLE	CLAIMS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix D-5

Appendix E

Target List

1.
2.
3.
4.
5.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Appendix E-1

EX-10.17

Exhibit 10.17

TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT

     THIS TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”) dated as of August 6, 2003 (the “Effective Date”), is entered into between Archemix Corp., a Delaware corporation, having a place of business at 1 Hampshire Street, Cambridge, MA 02139 (“Archemix”), and Aptamera, Inc., a Delaware corporation, having a place of business at 640 S. Fourth Street, Suite 400, Louisville, KY 40202, (“Aptamera”). Each of Archemix and Aptamera may be referred to herein as a “Party” and together as the “Parties.”

     WHEREAS, Archemix owns or has rights in certain technology regarding aptamers and their modifications.

     WHEREAS, Aptamera desires to obtain a worldwide license under Archemix’ rights in such technology to develop and commercialize products for use in therapeutics.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties agree as follows:

1 DEFINITIONS

1.1	“Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, at least fifty percent (50%) of the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever.
1.2	“Aptamera Improvements” shall mean any inventions, patentable or not, information and/or data Controlled by Aptamera after the Effective Date and during the term of this Agreement, that were derived from the practice of the Licensed IP Rights, and that relate to: (a) improvements in the SELEX Process and (b) improvements made to the Licensed IP Rights.
1.3	“Aptamers” shall mean oligonucleotides, including any structural variations and modifications, derivatives, homologs, analogs and/or mimetics thereof, identified through the SELEX Process.
1.4	“Gilead-Archemix License Agreement” shall mean the License Agreement Between Gilead Sciences, Inc. and Archemix Corp. dated October 21, 2001.
1.5	“Controlled” shall mean, with respect to a particular item of information or intellectual property right, that the applicable Party owns or has a license to such item or right and has the ability to grant to the other Party access to and a license or

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

1

	sublicense (as applicable) under such item or rights as provided for in this Agreement without violating the terms of any agreement or other arrangement with any Third Party.
1.6	“Damages” shall mean any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses, court costs, and reasonable fees and disbursements of counsel, consultants and expert witnesses incurred by a Party hereto (including any interest payments which may be imposed in connection therewith).
1.7	“Excluded Aptamers” shall mean (a) [***], (b) [***], and (c) any Aptamer directed to a target other than Nucleolin, including without limitation the following targets:

i.	[***]
ii.	[***]
iii.	[***]
iv.	[***]
v.	[***]
vi.	[***]
vii.	[***]
viii.	[***]

1.8	“Field” shall mean any research, development, manufacture, marketing, promoting, selling, distributing, or any other commercial activity related to the commercialization of any Product.
1.9	“First Commercial Sale” shall mean, with respect to any Product, the first sale for use or consumption by the general public of such Product.
1.10	“Interested Party” shall mean Aptamera, Archemix or Gilead and “Interested Parties” shall mean Aptamera, Archemix and Gilead.
1.11	“In Vitro Diagnostics” shall mean the use of the SELEX Process or Aptamers identified through the use of the SELEX process in the assay, testing or determination outside of a living organism, of a substance in a test material.
1.12	“In Vivo Diagnostic Agent” shall mean any product containing one or more Aptamers that is used for any human in vivo diagnostic purpose related to (inter alia) the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

1.13	“Licensed IP Rights” shall mean, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.
1.14	“Licensed Know-How Rights” shall mean all trade secrets, know-how and unpatented or unpatentable inventions and discoveries in all information and data Controlled by Archemix as of the Effective Date that is not generally known (including, but not limited to, information and data regarding formulae, procedures, protocols, techniques and results of experimentation and testing), which is necessary or useful for Aptamera to make, use, develop, sell or seek regulatory approval to market Products, or to practice any method or process, at any time claimed or disclosed in any issued patent or pending patent application within the Licensed Patent Rights.
1.15	“Licensed Patent Rights” shall mean any patent or patent application related to the Products and owned as of the effective date by Archemix or for which Archemix has rights to license or sublicense including, without any limitation, (a) those certain patent applications and patents listed on Schedule A hereto and any patent or patent application claiming priority therefrom; (b) all patents that have issued or in the future issue from such patent applications, including utility, model and design patents and certificates of invention; and (c) all divisionals, continuations, continuations-in-part, reissues, renewals, extensions or additions to any such patent applications and patents.
1.16	“Net Revenue” shall mean, with respect to any Product, the payment of license fees, milestone payments, royalties, or any other fees received from a Third Party including sublicensees excluding (a) any payment or reimbursement for research or development conducted by or for Aptamera or its Affiliates including costs associated with materials, equipments, or clinical testing, b) income received by Aptamera or its Affiliates for selling goods or services associated with the Products, and c) proceeds from the sale and issuance of Aptamera securities at or below the fair market value of said securities.
1.17	“Net Sales” shall mean, with respect to any Product, the invoiced sales price of such Product billed to independent customers who are not Affiliates, less (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such independent customers for spoiled, damaged, out-dated, rejected or returned Product or bad debts; (b) actual freight and insurance costs incurred in transporting such Product to such customers; (c) cash, quantity and trade discounts and other price reductions; (d) sales, use, value-added and other direct taxes incurred; (e) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Product; and (f) the cost to Aptamera of the devices for dispensing or administering such Product as well as diluents or similar materials which accompany such Product as it is sold.
1.18	“Party” shall mean Aptamera or Archemix and “Parties” shall mean Aptamera and Archemix.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

1.19	“Person” shall mean an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.
1.20	“Products” shall mean

(a) AGRO100, which is a [***]            and                                                                                                                 [***]

[***]

(b) AGRO100 Derivatives, which solely consist of molecules having the [***] resulting from a modification to AGRO100 intended to alter one or more functions of AGRO100, e.g., stability, binding affinity, or pharmacokinetics in vivo, including without any limitation, PEG modification, adding molecules to the [***] or conjugating the [***] with other molecules.

1.21	“Proprietary Information” shall mean, subject to the limitations set forth in Section 10.1 hereof, any confidential information of a Party disclosed by such Party to the other Party in the course of negotiating or performing under this Agreement that is identified as confidential by the disclosing party at the time of its disclosure.
1.22	“Radio Therapeutic” shall mean any product for human therapeutic use that contains one or more Aptamers that targets specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates (a) radionucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.
1.23	“Royalty Term” shall mean, severally with respect to each Product in each country, if the manufacture, use or sale of such Product in such country would infringe a Valid Claim but for the license granted by this Agreement, the term for which such Valid Claim remains in effect.
1.24	“SELEX Process” means any process for identification or use of a nucleic acid, which process is disclosed in or falls within the claimed scope of U.S. Patent Nos. [***] or [***].
1.25	“Territory” shall mean the world.
1.26	“Third Party” shall mean any Person other than Archemix, Aptamera and their respective Affiliates.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

1.27	“URC License Agreement” shall mean the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead as successor in interest to NeXstar.
1.28	“UTC” shall mean University Technology Corporation, the successor to the University Research Corporation.
1.29	“Valid Claim” shall mean (a) a claim of an issued and unexpired patent within the Licensed Patent Rights, which has not been held permanently revoked, found unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise, or (b) a claim of a pending patent application so long as there exists an issued and unexpired patent meeting the criteria of clause (a) above.

2 REPRESENTATIONS AND WARRANTIES

2.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows:

2.1.1	Corporate Existence. Such Party is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated.
2.1.2	Authorization and Enforcement of Obligations. Such Party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms.
2.1.3	Consents. All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such Party in connection with this Agreement have been obtained.
2.1.4	No Conflict. The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it.

2.2 Aptamera Representations and Warranties. Aptamera acknowledges and agrees that it has been provided a copy of the documents listed in Schedule C. Aptamera

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

represents and warrants that it has read and understands the contents of such documents.

2.3

Warranty Disclaimer. Except as expressly provided in this Section 2, neither party makes any representation or warranty as to the licensed ip rights, express or implied, either in fact or by operation of law, by statute or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights, or warranty against infringement, or otherwise, and each party specifically disclaims any and all implied or statutory warranties. archemix makes no warranties as to the validity or enforceability of any licensed ip rights. Without limiting the foregoing, each Party acknowledges that it has not and is not relying upon any implied warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights, or warranty against infringement, or otherwise, or upon any representation or warranty whatsoever as to the prospects (financial, regulatory or otherwise), or the validity or likelihood of success, of any products or services based on the Licensed IP Rights or any Archemix intellectual property after the Effective Date.

3 LICENSE GRANT

3.1	Licensed IP Rights. Archemix hereby grants to Aptamera an exclusive, worldwide license under the Licensed IP Rights for use in the Field.
3.2	Sublicense Rights. Aptamera shall have the right to grant sublicenses under this Agreement in conjunction with any license or grant of rights to the Products. Aptamera shall give Archemix prompt written notice of each sublicense under this Agreement. Each sublicense shall be subject to the terms and conditions of this Agreement.
3.3	Negative Covenant of Company. Aptamera shall not use or practice the Licensed IP Rights (a) outside the Field, (b) for any other purpose except activities that it conducts in compliance with this Agreement, (c) to make, use, sell, offer for sale, import or export any products containing any Excluded Aptamers, (d) to make, use, sell, offer for sale, import or export any Excluded Aptamers, or (e) to make, use, sell, offer for sale, import or export any Aptamers for In Vitro Diagnostics, as In Vivo Diagnostic Agents or as Radio Therapeutics.
3.4	Grant Back To Archemix. As of the Effective Date, and subject to the terms and conditions hereof, Aptamera hereby grants back to Archemix, and Archemix hereby accepts the following worldwide, royalty-free, paid-up, perpetual, irrevocable and nonexclusive licenses: (a) (i) under the rights licensed to Aptamera under Section 3 hereof, and (ii) under Aptamera’s intellectual property rights to such of the Aptamera Improvements as constitute improvements to the SELEX Process, in both cases solely to conduct internal research and (b) under Aptamera’s intellectual property rights in the Aptamera Improvements to use and practice any

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

Aptamera Improvements developed by Aptamera under the licenses granted pursuant to Section 3 hereof as may be necessary for Archemix to fulfill its obligations, including, without limitation, sublicensing obligations, to Gilead.

4 ROYALTIES

4.1	Royalty Rate. In consideration for the licenses granted to Aptamera herein, Aptamera shall pay royalties to Archemix equal to (i) [***] percent ([***]%) of Net Sales of AGRO100 and [***] percent ([***]%) of Net Sales of AGRO100 Derivatives beginning with the First Commercial Sale by Aptamera or its Affiliates during and to the extent of the Royalty Term, and (ii) [***] percent ([***]%) of Net Revenue of AGRO100 and [***] percent ([***]%) of Net Revenue of AGRO100 Derivatives received by Aptamera or its Affiliates from a Third Party including its sublicensees which are the result of or directed to sales of Products during and to the extent of the Royalty Term.
4.2	Combination Product. If a Product is sold in a combination product with other active components, Net Sales, for purposes of royalty payments on the combination product, shall be calculated by multiplying the Net Sales of that combination by the fraction A/B, where A is the gross selling price of the Product sold separately and B is the gross selling price of the combination product. If no such separate sales are made by Aptamera or its Affiliates, Net Sales for royalty determination shall be calculated by multiplying Net Sales of the combination by the fraction C/(C+D), where C is the fully allocated cost of the Product and D is the fully allocated cost of such other active components.
4.3	Third Party Royalties. If Aptamera or its Affiliates is required to pay royalties to any Third Party in order to exercise its rights hereunder to develop, make, use, offer for sale, sell or import any Product, then Aptamera shall have the right to credit [***] percent ([***]%) of such Third Party royalty payments against the royalties owing to Archemix under Section 4.1 above with respect to Net Sales of such Product.

5 ROYALTY REPORTS AND ACCOUNTING

5.1 Royalty Reports. During the term of this Agreement following the First Commercial Sale of a Product, Aptamera shall furnish to Archemix a [***] written report showing in reasonably specific detail the calculation of royalties owing with respect to the sale of Products by Aptamera and its Affiliates for the reporting period. During the term of this Agreement, Aptamera shall also furnish to Archemix a quarterly written report for any quarter in which Aptamera or its Affiliates receives any Net Revenue showing in reasonably specific detail the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

calculation of any royalty owing with respect to the Net Revenue received by Aptamera or its Affiliates for the reporting period. With respect to sales of Products invoiced in United States dollars, all amounts shall be expressed in United States dollars. With respect to sales of Products invoiced in a currency other than United States dollars, all amounts shall be expressed in the domestic currency of the party making the sale together with the United States dollar equivalent. The United States dollar equivalent shall be calculated using the average of the exchange rate (local currency per US$1) published in The Wall Street Journal, Eastern Edition, under the heading “Currency Trading” on the last business day of each month during the applicable calendar quarter. Reports shall be due on the [***] day following the close of each [***]. Aptamera shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined.

5.2

Audits.

5.2.1 Upon the written request of Archemix and not more than [***] in each [***], Aptamera shall permit an independent certified public accounting firm of nationally recognized standing selected by Archemix and reasonably acceptable to Aptamera, at Archemix’ expense, to have access during normal business hours to such of the records of Aptamera as may be reasonably necessary to verify the accuracy of the royalty reports for any year ending not more than [***] months prior to the date of such request. The accounting firm shall disclose to Archemix only whether or not the reports are correct and the amount of any discrepancies. No other information shall be shared.

5.2.2 If such accounting firm concludes that additional royalties were owed during such period, Aptamera shall pay the additional royalties within [***] days of the date Archemix delivers to Aptamera such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Archemix; provided, however, if the audit correctly discloses that the royalties payable by Aptamera for the audited period are more than [***] percent ([***]%) of the royalties actually paid for such period, then Aptamera shall pay the reasonable fees and expenses charged by such accounting firm.

5.3 Confidential Financial Information. Archemix shall treat all financial information subject to review under this Section 5 as confidential, and shall cause its accounting firm to retain all such financial information in confidence under Section 10 below.

6 PAYMENTS

6.1 Payment Terms. Royalties shown to have accrued by each royalty report provided for under Section 5.1 above shall be due on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

6.2

Exchange Control. If at any time legal restrictions prevent the prompt remittance of part or all royalties with respect to any country worldwide where the Product is sold, Aptamera shall have the right, in its sole discretion, to make such payments by depositing the amount thereof in local currency to Archemix’s account in a bank or other depository institution in such country. If the royalty rate specified in this Agreement should exceed the permissible rate established in any country, the royalty rate for sales in such country shall be adjusted to the highest legally permissible or government-approved rate.

6.3

Withholding Taxes. Aptamera shall be entitled to deduct the amount of any withholding taxes, value-added taxes or other taxes, levies or charges with respect to such amounts, payable by Aptamera, its Affiliates or sublicensees, or any taxes required to be withheld by Aptamera, its Affiliates or sublicensees, to the extent Aptamera, its Affiliates or sublicensees pay to the appropriate governmental authority on behalf of Archemix such taxes, levies or charges. Aptamera shall use reasonable efforts to minimize any such taxes, levies or charges required to be withheld on behalf of Archemix by Aptamera, its Affiliates or sublicensees. Aptamera promptly shall deliver to Archemix proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect thereto.

7 RESEARCH AND DEVELOPMENT OBLIGATIONS

7.1	Research and Development Efforts By Aptamera. Aptamera shall use commercially reasonable efforts and shall bear all costs it incurs to research, develop and commercialize such Products as Aptamera determines are commercially feasible, as described in Schedule B.
7.2	Research and Development Efforts By Archemix. Archemix shall use commercially reasonable efforts to provide assistance in the form of consulting at no charge to Aptamera on commercial development and manufacture of the Products, especially AGRO100 Derivatives, as outlined in Schedule B .

8 PROGRESS REPORT AND COMMERCIAL APPLICATION

8.1 Progress Report. On or before February 28 and August 30 of each year, commencing as of August 30, 2003 and ending on August 30 of the calendar year following the calendar year in which Aptamera, its Affiliates or sublicensees first begins to market any product or service utilizing the Licensed IP Rights, Aptamera shall provide a semi-annual progress report to Archemix, each report covering the [***] month period preceding the due date of the report. Thereafter, Aptamera shall provide such reports on an annual basis covering the [***] month period

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

preceding the due date of the report. Each report shall describe any Aptamera Improvements, notice of any patents filed by Aptamera in connection with any Aptamera Improvements and the progress made by Aptamera, its Affiliates or sublicensees toward the commercial development of any products or services utilizing the Licensed IP Rights. Such report shall include at a minimum, information reasonably sufficient to enable Archemix to satisfy its reporting obligations to Gilead under the Gilead-Archemix License Agreement with respect to this Agreement, including any reporting obligations of the U.S. Government, and to assess the progress made by Aptamera toward meeting the diligence requirements of Section 8.2 below.

8.2

Commercial Application. Aptamera, either directly or with and through the efforts of its Affiliates and sublicensees, shall at all times use commercially reasonable efforts to proceed with the development, manufacture and sale of products and services utilizing the Licensed IP Rights, including, without limitation, maintaining sufficient facilities, resources and personnel to fulfill its obligations under this Agreement. In the event that Aptamera, its Affiliates, assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights for a period of at least [***] months Archemix will have the option, at its sole discretion, to terminate this Agreement pursuant to Section 12.2 below. In such event, Archemix may exercise its option; provided that (a) Archemix delivers advance written notice of its decision to exercise such option to force a reversion of the technology to Archemix, and (b) for a period of [***] months following Aptamera’s receipt of such notice, Aptamera, its Affiliates, and all assignees and sublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Aptamera acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix License Agreement, Archemix’s rights in the Licensed IP Rights may revert to Gilead or the UTC if Archemix, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights.

Aptamera further acknowledges and agrees that, in the event of any termination of the URC License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Aptamera is not then in breach of this Agreement and agrees to be bound to UTC as a licensor under the terms and conditions of this Agreement.

Aptamera further acknowledges and agrees that, in the event of any termination of the Gilead-Archemix License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement provided that Aptamera agrees to be bound to Gilead as a licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Aptamera, Gilead, at its option, may terminate such sublicense.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

9 ARCHEMIX RIGHT OF FIRST REFUSAL

9.1	Marketing Rights. Aptamera shall have the sole and exclusive right to market the Products worldwide and to enter into such agreements with respect to the transfer of such marketing rights as it deems appropriate in its sole discretion. However, if and to the extent that Aptamera intends to commence negotiations with one or more Third Parties with respect to potential collaborations that may result in a transfer of U.S. marketing rights with respect to one or more Products (a “Marketing Agreement”), Aptamera shall give written notice (a “Right of First Refusal Notice”) to Archemix that shall include a statement of the minimum terms that Aptamera expects that it will accept for the Marketing Agreement (the “Minimum Terms”).
9.2	Good Faith Election and Negotiations. Upon receipt of the Right of First Refusal Notice, if Archemix determines in good faith, subject to due diligence, that it would like to enter into a Marketing Agreement with Aptamera upon terms which are at least as favorable to Aptamera as the Minimum Terms, Archemix shall be entitled to give written notice to Aptamera that it elects to exercise its right to enter into negotiations (an “Affirmative Notice”) to enter into a Marketing Agreement upon terms which are equal to or better than the Minimum Terms. If Archemix does not deliver a written Affirmative Notice to Aptamera within [***] days of the delivery of the Right of First Refusal Notice by Aptamera, then Aptamera shall be free to enter into one or more Marketing Agreements with one or more Third Parties under terms which are equal to or better than the Minimum Terms within the [***] month period following Aptamera’s delivery of the Right of First Refusal Notice. If Archemix delivers an Affirmative Notice to Aptamera within the requisite [***] day time period, then Archemix and Aptamera shall immediately commence good faith negotiations to enter into a Marketing Agreement upon terms which are equal to or better than the Minimum Terms. If Aptamera and Archemix acting in good faith do not enter into a Marketing Agreement on terms which are equal to or better than the Minimum Terms within [***] days of Aptamera’s delivery of the Right of First Refusal Notice, then Aptamera shall be free to enter into one or more Marketing Agreements with one or more Third Parties under terms which are equal to or better than the Minimum Terms within the [***] month period following Aptamera’s delivery of the Right of First Refusal Notice.
9.3	Additional Notices. In the event that Aptamera fails to enter into a Marketing Agreement with a Third Party within the time periods described above after it has given an initial Right of First Refusal Notice, if Aptamera shall subsequently decide to commence negotiations with one or more Third Parties with respect to a Marketing Agreement, Aptamera shall be obligated to give Archemix an additional Right of First Refusal notice as described in Section 9.1 hereof and comply with the provisions of Section 9.2 hereof with respect to such subsequent Right of First Refusal Notice. Also, in the event that, after giving an initial Right of First

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

11

Refusal Notice, Aptamera determines that the Minimum Terms should be adjusted to terms which are not as favorable to Aptamera as the Minimum Terms described in the prior Right of First Refusal Notice, then, before entering into a Marketing Agreement with a Third Party on such revised terms, Aptamera shall be obligated to give Archemix an additional Right of First Refusal notice as described in Section 9.1 hereof and to comply with the provisions of Section 9.2 hereof with respect to such subsequent Right of First Refusal Notice.

10 CONFIDENTIALITY AND PUBLICITY

10.1 Proprietary Information, Exceptions. Each Party will maintain all Proprietary Information of the other Party received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information of the other Party to any Third Party or use any such Proprietary Information of the other Party for any purposes other than those necessary or permitted for performance under this Agreement without the express prior written permission of the other Party. In particular, Aptamera shall not use any Licensed Know-How Rights for any purpose other than those expressly licensed under Section 3 hereof. Each Party may use Proprietary Information of the other Party only to the extent required to accomplish the purposes of this Agreement. Neither Party shall use Proprietary Information of the other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Neither Party shall use Proprietary Information of the other Party in any form except as required to accomplish the intent of this Agreement. Neither Party shall disclose Proprietary Information of the other Party to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such Proprietary Information of the other Party for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 10.1. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of Proprietary Information of the other Party, but no less than reasonable care. Each Party will notify the other Party promptly upon discovery of any unauthorized use or disclosure of the Proprietary Information of the other Party. For purposes of this Agreement, Proprietary Information concerning the Licensed IP Rights is deemed to be the Proprietary Information of both Parties.

Proprietary Information shall not include any information that the receiving Party can demonstrate by competent written evidence:

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

12

i.	is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available;
ii.	is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records;
iii.	is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; or
iv.	is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records.

10.2 Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Party may disclose Proprietary Information if such disclosure:

i.	is in response to a valid order of a court or other governmental body of the United States or a foreign country, or any political subdivision thereof; provided, however, that the receiving Party shall first have given notice to the other Party hereto to allow the other Party the opportunity to obtain a protective order, with the reasonable cooperation of the receiving Party as necessary, requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued;
ii.	is otherwise required by governmental law, rule or regulation, including without limitation rules or regulations of the U.S. Securities and Exchange Commission, or by rules of the National Association of Securities Dealers; provided, however, that the receiving Party shall first have given notice to the other Party hereto in order to allow such Party the opportunity to seek confidential treatment of the Proprietary Information; or
iii.	is otherwise necessary to prosecute or defend litigation or comply with applicable governmental regulations or otherwise enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such enforcement.

10.3	Return of Proprietary Information. In the event that the license granted to Aptamera pursuant to Section 3 hereof terminates or expires, Aptamera shall, at Archemix’s election, promptly return or destroy all Proprietary Information received by it from Archemix and shall certify in writing to Archemix the completion thereof.
10.4	Publicity. Aptamera shall make no public announcement of this Agreement or the relationship between the Parties or Interested Parties without Archemix’s prior

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

13

written consent. The Parties intend to issue a mutually agreed upon press release within thirty (30) days after the Effective Date.

11 PATENTS

11.1	Prosecution and Maintenance. Archemix shall be solely responsible for and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of the Licensed Patent Rights.
11.2	Ownership of Inventions Developed Under This Agreement. Any invention arising, developed, invented, or discovered during the course of development of the Products solely by an employee or by employees of a single Party shall be owned by the Party whose employees made such invention; provided, however, that to the extent that such invention is owned by Archemix but is useful with respect to the Products such invention shall be deemed to be licensed under this Agreement as Licensed IP Rights. Any invention arising, developed, invented, or discovered during the course of development of the Products which is jointly made by employees of both Aptamera and Archemix shall be jointed owned by both companies; provided, however, that to the extent that such jointly owned invention is useful with respect to the Products, such invention shall be deemed to be licensed to Aptamera under this Agreement as Licensed IP Rights. Aptamera and Archemix shall each perform all such acts as shall be reasonably requested by the other in order to pursue such patent and other intellectual property protection for the inventions described above as the owner of such invention (as determined above) shall deem appropriate.
11.3	Enforcement.

11.3.1

Notice. Each Party shall promptly notify the other in writing its knowledge of any actual or potential infringement or misappropriation of any Licensed IP Rights by Third Parties within the Territory and provide any information available to that Party relating to such actual or potential infringement or misappropriation. Aptamera shall have no rights with respect to any infringement or misappropriation of Licensed IP Rights that occurs outside of the Field except the right to receive notice pursuant to this Section 11.3.1; provided however, that, to the extent within the control of Archemix, Archemix shall not enter into any settlement, consent judgment or other voluntary final disposition with respect to any such infringement or misappropriation if it would have a material adverse effect on any Licensed IP Rights within the Field without the prior consent of Aptamera, which consent shall not be unreasonably withheld.

11.3.2

Enforcement of Licensed Patent Rights. With respect to any infringement of Licensed Patent Rights within the Field or with respect to any Products within the Field, Aptamera shall have the primary right, but not the obligation, to initiate, prosecute and control any action with respect to such infringement, by counsel of its own choice, to secure the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

14

cessation of the infringement or to enter suit against the infringer. Archemix and/or Gilead shall have the right to participate in any such action and to be represented by counsel of its own choice and at its own expense. If Aptamera fails to exercise its right to bring an action or proceeding to so enforce a Licensed Patent Right within a period of [***] days after receipt of written notice of infringement of such Licensed Patent Right, then Archemix shall have the right to bring and control any such action by counsel of its own choice and at its own expense. If both Aptamera and Archemix fail to exercise its right to bring an action or proceeding to so enforce a Licensed Patent Right within a period of [***] days after receipt of written notice of infringement of such Licensed Patent Right, then Gilead shall have the right to bring and control any such action by counsel of its own choice and at its own expense. In such an event, Gilead shall have the right to extend the right to participate in and control, as applicable, any such action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations to such other sublicensees of the Licensed Patent Rights. If any such action or proceeding is brought by an Interested Party hereunder, the other Interested Parties agree to be joined as necessary as party plaintiffs and to give the Interested Party bringing suit reasonable assistance and authority to control, file and prosecute the suit as necessary, at the sole expense of the Interested Party bringing suit. The costs and expenses of the Interested Party bringing suit under this Section 11.3.2 (including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Interested Parties, and any remaining damages shall be paid to the Interested Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 11.3.2 relating to a Licensed Patent Right may be entered into without the consent of the Interested Parties not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned.

11.4 Infringement of Third Party Rights.

11.4.1

Notice of Claim. If the practice of the Licensed IP Rights by Aptamera, its Affiliates or sublicensees, in accordance with the licenses granted under Section 3 hereof, results in a claim of patent infringement against Aptamera, its Affiliates or sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party and Gilead in writing. The notice shall set forth the facts of the claim in reasonable detail.

11.4.2

Resolution of Claims. If a Third Party asserts that a patent or other right owned by or licensed to it is infringed within a country by the practice of the Licensed IP Rights by Aptamera, its Affiliates or sublicensees, in accordance with the licenses granted under Section 3 hereof, Aptamera may attempt to resolve the asserted infringement; provided, however that Archemix and/or Gilead shall have the right, at its sole discretion, to participate in any such resolution and to be represented by counsel of its own choice and at its own expense. Aptamera shall control the process to resolve any such infringement. The matter shall be deemed resolved if Aptamera obtains: (i) a license permitting Aptamera to manufacture, use, import, offer for sale and sell Products in that country on a royalty-free basis (ii) a legally binding statement or representation from the Third Party

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

15

that: (A) no action will be taken against Aptamera, its Affiliates or its sublicensees, or (B) that the patent or other right is not infringed by the practice of the Licensed IP Rights by Aptamera, its Affiliates or its sublicensees in such country; or (iii) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party’s patent(s) alleged to be infringed is invalid, or the Third Party’s patent(s) or other right(s) are unenforceable or not infringed by the practice of the Licensed IP Rights by Aptamera, its Affiliates or sublicensees. Aptamera shall have the primary right to defend any such claim. Archemix and/or Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Interested Party shall reasonably cooperate with the Interested Parties conducting the defense of the claim. The Interested Party conducting the defense shall not enter into any settlement that affects the other Interested Parties’ rights or interests without such other Interested Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned.

12 TERMINATION

12.1	Expiration. Subject to the provisions of Sections 12.2 and 12.3 below, this Agreement shall expire on the expiration of Aptamera’s obligation to pay royalties to Archemix under Section 4.1 above.
12.2	Termination for Cause. A Party may terminate this Agreement upon or after the material breach of this Agreement by the other Party if the other Party has not cured such material breach within [***] days after written notice thereof by the non-breaching Party; provided, however, if any material breach is not capable of being cured within such [***] day period and the other Party is diligently undertaking to cure such material breach as soon as commercially feasible thereafter under the circumstances, the non-breaching Party shall have no right to terminate this Agreement.
12.3	Effect of Expiration or Termination. Upon expiration of this Agreement under Section 12.1, Aptamera shall have a paid up, exclusive, worldwide license under the Licensed Know-How Rights for use in the Field. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to or upon such expiration or termination, and the provisions of Sections 10, 11 and 13 shall survive the expiration or termination of this Agreement.
12.4	Rights Upon Termination. In the event of termination of this Agreement under Section 12.2 the license granted by Archemix to Aptamera shall immediately terminate.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

16

13 INDEMNIFICATION

13.1 Indemnification. Aptamera shall indemnify, defend and hold harmless Gilead, its Affiliates and UTC and any of their respective directors, officers, employees and agents (each, a “Gilead Indemnitee”), and Archemix, and its respective directors, officers, employees and agents (each, a “Archemix Indemnitee”) from and against any Damages that are incurred by a Gilead Indemnitee or Archemix Indemnitee as a result of Third Party claims, demands, actions or proceedings (collectively, the “Claims”) to the extent such Claims arise out of:

i.	the breach or alleged breach of any representation or warranty by Aptamera hereunder;
ii.	failure to perform duly and punctually any of Aptamera’s covenants or undertakings under this Agreement, including, without limitation Aptamera’s covenants in Section 2 hereof;
iii.	the possession, research, development, manufacture, use, offer for sale, sale or other commercialization, distribution, administration, storage or transport, by Aptamera or its Affiliates or sublicensees of (A) any Aptamers or Products or (B) any other products, services and activities developed by Aptamera relating to the Licensed IP Rights, including any Products or Aptamers; and
iv.	manufacture, use, sale or promotion of the Products.

13.2 Procedure. Archemix promptly shall notify Aptamera of any claim, demand, action or other proceeding for which Archemix intends to claim indemnification. Aptamera shall have the right to participate in, and to the extent Archemix so desires jointly with any other indemnitor similarly noticed, to assume the defense thereof with counsel selected by Aptamera; provided, however, that Archemix shall have the right to retain its own counsel, with the fees and expenses to be paid by Archemix. The indemnity obligations under this Section 13 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of Aptamera, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to Aptamera within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to Archemix under this Section 13 with respect thereto, but the omission so to deliver notice to Aptamera shall not relieve it of any liability that it may have to Archemix other than under this Section 13. Aptamera may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of Archemix without the prior express written consent of Archemix, which consent shall not be unreasonably withheld or delayed. Archemix, its employees and agents, shall reasonably cooperate with Aptamera and its legal representatives

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

17

in the investigation of any claim, demand, action or other proceeding covered by this Section 13.

13.3

Insurance. Aptamera shall maintain insurance with respect to the research, development and commercialization of Products by Aptamera in such amount as Aptamera customarily maintains with respect to the research, development and commercialization of its similar products. Aptamera shall maintain such insurance for so long as it continues to research, develop or commercialize any Products, and thereafter for so long as Aptamera customarily maintains insurance covering the research, development or commercialization of its similar products.

14 MISCELLANEOUS

14.1 Notices. Any consent, notice or report required or permitted to be given or made under this Agreement by one of the Parties to the other shall be in writing and addressed to such other Party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor, and shall be effective upon receipt by the addressee.

If to Archemix:	1 Hampshire St
	Cambridge, MA 02139
	Attention: EVP, Corporate Development
If to Aptamera:	640 S. Fourth Street, Suite 400
	Louisville, KY 40202
	Attention: Chief Executive Officer

14.2

Assignment. Except as otherwise expressly provided under this Agreement neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred (whether voluntarily, by operation of law or otherwise), without the prior express written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, change in control or similar transaction or in the case of Aptamera in connection with any sale or transfer of rights to any of the Products. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment or transfer in violation of this Section 14.2 shall be void.

14.3

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

18

14.4	Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof. All express or implied representations, agreements and understandings, either oral or written, heretofore made are expressly superseded by this Agreement.
14.5	Independent Contractors. Each Party hereby acknowledges that the Parties shall be independent contractors and that the relationship between the parties shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of the other Party to do so.
14.6	Waiver. The waiver by a Party of any right hereunder, or of any failure to perform or breach by the other Party hereunder, shall not be deemed a waiver of any other right hereunder or of any other breach or failure by the other party hereunder whether of a similar nature or otherwise.
14.7	Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other Party.
14.8	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Archemix Corp.

By

Title

Aptamera Inc.

By

Title

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

19

Schedule A. Archemix Patents and Patent Applications

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

20

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

21

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

22

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

23

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

24

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

25

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

26

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

27

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

28

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

29

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

30

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

31

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

32

MATTER NO	CTRY	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

33

Schedule B. Work Plan for AGRO100 and AGRO100 Derivatives

     Technology Development

          a. Regarding AGRO100

i.	Aptamera [***] and [***], and will be [***] for [***].
ii.	Further development work on AGRO100 will primarily involve:

1.	[***] and [***]
2.	[***] that will [***] the [***] for [***]
3.	[***] of [***] from [***] and [***] of [***] and [***].

iii. The parties [***] an [***] AGRO100 [***] within [***] in which Archemix will [***] Aptamera that is [***] Aptamera [***] AGRO100 [***]. Further [***] of the [***] will [***] AGRO100 [***] as [***] as is [***].

          b. Regarding AGRO100 Derivatives

i.	[***] an [***] to be [***] Archemix [***] will [***] the [***] of [***], and [***] for the AGRO100 Derivatives [***].
ii.	[***], it is [***] Archemix will [***] at no [***] Aptamera:

1.	[***] in an [***] or [***] AGRO100 Derivatives and the [***] AGRO100 Derivatives [***] AGRO100 [***] Aptamera
2.	[***] and [***] in an [***] or [***]
3.	[***] and [***] and [***] or [***] as it [***] to its [***] in [***] and [***] when not [***] with [***] with [***]
4.	[***] the [***] of [***] and [***] to [***]

c. Aptamera will [***] AGRO100 and AGRO100 Derivatives. [***], through [***], the [***] that the [***] of certain [***], and [***] to [***] the [***] AGRO100 and AGRO100 Derivatives may be [***] Archemix [***] Aptamera at [***]. Aptamera [***] for [***] and [***] AGRO100 and AGRO100 Derivatives.

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

34

Schedule C. List of [***]

MISCELLANEOUS [***] I

[***]

[***]

[***]

[***]

      [***]

[***]
US Patent No. [***] — available on the Patents Referenced in Misc. [***] CDROM
[***]
Reexamination Certificate – US Patent No. [***] (dated April 7, 1998)
US Patent No. [***] (dated August 11, 1998)
US Patent No. [***] (dated November 14, 1995)
US Patent No. [***] (dated November 11, 1997)
US Patent No. [***] (dated February 8, 2000)

[***]

US Patent No. [***] — available on the Patents Referenced in Misc. [***] CDROM

[***]

[***];
            [***]
[***];
            [***]

[***]   [***]
[***]

            [***]

[***]
[***]
            [***]

US Patents [***]; [***] [***] and [***] are available on the
      Patents Referenced in Misc. [***] CDROM

[***]

[***]

US Patents [***]; [***]; [***]; [***] and [***] are available on the

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

35

      Patents Referenced in Misc. [***] CDROM

[***]

[***]

[***]

[***]

            [***]

[***]

            [***]

[***]
European Patent No. [***] in both German and English
      (Application dated September 14, 1993)

[***]

WO [***] (EP Patent Application No. [***]) is available on the Patents Referenced
      in Misc. [***] CDROM

[***]

[***]

[***]

[***].

[***].

MISCELLANEOUS [***] 2

[***]

Third New Divisional Application
[***]

[***]

January 22, 2001
March 27, 2000
January 26, 2000
March 9, 1999
January 19, 1999
February 18, 1998

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

36

October 2, 1997
September 12, 1997
July 28, 1997
July 17, 1997
February 19, 1997
February 9, 1996
February 8, 1996
January 26, 1996

[***]

[***]

[***]

List of 6 pages

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

37

EX-10.18

Exhibit 10.18

RESEARCH AND LICENSE AGREEMENT

BETWEEN

EYETECH PHARMACEUTICALS, INC.

AND

ARCHEMIX CORP.

Dated                           , 2004

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

ARTICLE 1 DEFINITIONS	2
ARTICLE 2 RESEARCH PROGRAM	21
ARTICLE 3 LICENSE OPTION	28
ARTICLE 4 LICENSES; DEVELOPMENT AND COMMERCIALIZATION	35
ARTICLE 5 PAYMENTS	49
ARTICLE 6 CONFIDENTIALITY	58
ARTICLE 7 INDEMNIFICATION	60
ARTICLE 8 INTELLECTUAL PROPERTY OWNERSHIP, PROTECTION AND RELATED MATTERS	64
ARTICLE 9 TERM AND TERMINATION	75
ARTICLE 10 REPRESENTATIONS AND WARRANTIES	80
ARTICLE 11 MISCELLANEOUS PROVISIONS	82

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

i

RESEARCH AND LICENSE AGREEMENT

     This Research and License Agreement (the “Agreement”) is made and entered into as of this 8th day of April 2004 (the “Effective Date”) between Archemix Corp., a Delaware corporation with offices at One Hampshire Street, Cambridge, MA 02139 (“ARCHEMIX”), and Eyetech Pharmaceuticals, Inc., a Delaware corporation with offices at 500 Seventh Avenue, 18^th Floor, New York, New York 10018 (“EYETECH”).

WITNESSETH:

     WHEREAS, ARCHEMIX has developed expertise to undertake the identification and optimization of Aptamers using the SELEX Process and owns or holds licenses covering the use of Aptamers other than the Aptamer known as NX1838 for treating, preventing or delaying human diseases or conditions;

     WHEREAS, EYETECH is engaged in the research and development of pharmaceutical compounds that are safe and effective in treating, preventing or delaying the progress of ophthalmologic diseases and conditions;

     WHEREAS, both Parties desire to enter into a research program the objective of which will be for ARCHEMIX to identify and optimize Aptamers against Targets that fulfil certain criteria in order to be developed and marketed by EYETECH for the prevention and treatment of ophthalmologic diseases or conditions;

     WHEREAS, ARCHEMIX would like to license to EYETECH Aptamers so identified by ARCHEMIX, and to provide EYETECH with samples of such Aptamers, and EYETECH would like to accept and receive such licenses and samples for purposes of pre-clinical and clinical testing and (if appropriate) commercial use, all under the terms and conditions of this Agreement.

     WHEREAS, EYETECH desires the right to obtain licenses to Aptamers so identified by ARCHEMIX.

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

1

     WHEREAS, the Parties each are parties to agreements with Gilead under which they have certain rights or are subject to certain restrictions concerning Aptamers against VEGF and wish to individually negotiate, or jointly if mutually agreed upon, certain changes in such agreements with Gilead with respect to VEGF and to grant each other certain licenses with respect to Aptamers against VEGF, all under the terms and conditions of this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Parties agree as follows:

ARTICLE 1 DEFINITIONS

     For the purpose of this Agreement, the following terms, whether used in singular or plural form, shall have the respective meanings set forth below:

          1.1 “Affiliate”. Affiliate shall mean, with respect to any Person, any other Person, which directly or indirectly, by itself or through one or more intermediaries, controls, or is controlled by, or is under direct or indirect common control with, such Person. As used in this Section 1.1 only, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Control will be presumed if one Person owns, either of record or beneficially, more than 50% of the voting stock or other equity interest of any other Person.

          1.2 “Annual Research Plan”. Annual Research Plan shall mean the research and development plan for the Research Program to be developed and approved by the JRC for each Contract Year.

          1.3 “Aptamer”. Aptamer shall mean an oligonucleotide identified through the SELEX Process.

          1.4 “Aptamer Equivalent”. Aptamer Equivalent shall mean any structural variations, modifications, derivatives, homologs, analogs, or mimetics of an Aptamer having a different chemical composition than the original Aptamer, including without limitation changes in the

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

2

base sequence composition or backbone and conjugations that affect pharmacokinetics. The Parties acknowledge that the required difference in chemical composition for an Aptamer to become an Aptamer Equivalent is intended to avoid a finding by the FDA or other Regulatory Authority that an Aptamer and its Aptamer Equivalent constitute the same drug for regulatory purposes. Each Party shall consider such intention at the time it commences activities to develop or commercialize an Aptamer Equivalent to an Aptamer being developed or commercialized by the other Party. If a Party in good faith determines that an Aptamer is an Aptamer Equivalent with respect to the original Aptamer, then such Aptamer shall constitute an Aptamer Equivalent with respect to the original Aptamer even if the FDA or other Regulatory Authority subsequently finds that such Aptamer Equivalent and the original Aptamer constitute the same drug for regulatory purposes; provided that the Aptamer Equivalent meets the criteria set forth in the first sentence of this Section with respect to the original Aptamer.

          1.5 “ARCHEMIX Additional Compound”. ARCHEMIX Additional Compound shall have the meaning set forth in Section 3.2.

          1.6 “ARCHEMIX Early Decision Initial Compound”. ARCHEMIX Early Decision Initial Compound shall have the meaning set forth in Section 3.2.

          1.7 “ARCHEMIX Initial Compound”. ARCHEMIX Initial Compound shall have the meaning set forth in Section 3.2.

          1.8 “ARCHEMIX Know-How”. ARCHEMIX Know-How shall mean all Know-How Controlled by ARCHEMIX, whether disclosed in a pending patent application or not, as of the Effective Date or during the Research Term relating to a Compound or the use thereof, ARCHEMIX Proprietary Targets or the use thereof or the SELEX Process, excluding ARCHEMIX Program Technology and ARCHEMIX’s interest in Joint Program Technology.

          1.9 “ARCHEMIX Patents”. ARCHEMIX Patents shall mean any Patents Controlled by ARCHEMIX as of the Effective Date or during the Collaboration Term, claiming a Compound or the use thereof, ARCHEMIX Proprietary Targets, or the SELEX Process, excluding ARCHEMIX Program Patents and ARCHEMIX’s interest in Joint Program Patents.

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

3

Provided, however, that ARCHEMIX Patents shall not include Patents claiming ARCHEMIX Proprietary Targets discovered, reduced to practise or obtained after the Research Term.

          1.10 “ARCHEMIX Program Patents”. ARCHEMIX Program Patents shall mean Patents claiming ARCHEMIX Program Technology.

          1.11 “ARCHEMIX Program Technology”. ARCHEMIX Program Technology shall mean all Program Technology other than formulations and methods of use relating (A) solely to ARCHEMIX Technology or ARCHEMIX Proprietary Targets; or (B) solely to Aptamers, Aptamer Equivalents, or the SELEX Process.

          1.12 “ARCHEMIX Proprietary Target”. ARCHEMIX Proprietary Target shall mean a Target the use of which to select an Aptamer, or the use of which as a target for therapeutic and preventive intervention, is covered by an ARCHEMIX Valid Claim or pending patent application.

          1.13 “ARCHEMIX Technology”. ARCHEMIX Technology shall mean all ARCHEMIX Patents and ARCHEMIX Know-How.

          1.14 “ARCHEMIX Valid Claim”. ARCHEMIX Valid Claim shall mean a claim of an issued and unexpired ARCHEMIX Patent, ARCHEMIX Program Patent or Joint Program Patent, which has not been revoked or held permanently unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, which decision is unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through re-issue or disclaimer or otherwise.

          1.15 “Back-Up”. Back-Up shall have the meaning set forth in Section 3.5.1 hereof.

          1.16 “Bankruptcy Code”. Bankruptcy Code shall have the meaning set forth in Section 4.9.1.

          1.17 “Collaboration Term”. Collaboration Term shall mean the Term of this Agreement that commences on the Effective Date and continues until the end of the Royalty Term as defined in Section 9.2.

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

4

          1.18 “Collaborator”. Collaborator shall mean any third party who has been granted a sublicense by ARCHEMIX under Section 4.3.2 of this Agreement for the development and/or commercialization of Refused Candidates and Aptamer Equivalents of Compounds outside the Field and Aptamers against VEGF outside the Field and the Local Delivery Field.

          1.19 “Commercialization” or “Commercialize”. Commercialization or Commercialize shall mean any and all activities directed to commercial scale manufacturing (including assays and validation, testing development and manufacturing scale-up), marketing, promoting, distributing, importing and selling a product.

          1.20 “Compound”. Compound shall mean any ARCHEMIX Initial Compound, Program Compound, ARCHEMIX Additional Compound or Back-Up, it being understood that all the aforementioned categories of Compounds can include compounds against VEGF, so long as the Parties obtain any necessary rights covering VEGF from Gilead, unless and until it becomes a Refused Candidate pursuant to Section 3.7, 4.5, or 4.8.1 hereof.

          1.21 “Compound Candidate”. Compound Candidate shall mean a Program Compound that (A) fulfils the Early Selection Criteria for such Program Compound with respect to a Target or (B) which is selected by EYETECH, through written notice to ARCHEMIX, to be a Compound Candidate pursuant to Section 3.4.

          1.22 “Compound Product”. Compound Product shall mean a finished form of product that comprises, contains or is a Compound and which (i) the manufacture, use or sale of which would infringe any ARCHEMIX Valid Claim; and/or (ii) embodies ARCHEMIX Know How or ARCHEMIX Program Technology.

          1.23 “Confidential Information”. Confidential Information shall mean all Know-How or other information, including, without limitation, proprietary information and materials (whether or not patentable) regarding a Party’s technology, products, business information or objectives, which is designated as confidential in writing by the disclosing Party, whether by letter or by the use of an appropriate stamp or legend, prior to or at the time any such material, trade secret or other information is disclosed by the disclosing Party to the other Party. Notwithstanding anything in the foregoing to the contrary, materials, know-how or other

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

5

information which is orally, electronically or visually disclosed by a Party, or is disclosed in writing without an appropriate letter, stamp or legend, shall constitute Confidential Information of a Party if the disclosing Party, within [***] business days after such disclosure, delivers to the other Party a written document or documents describing the materials, know-how or other information and referencing the place and date of such oral, visual, electronic or written disclosure and the names of the persons to whom such disclosure was made. Notwithstanding the foregoing, EYETECH Know-How or ARCHEMIX Know-How, as the case may be, that is disclosed to the other Party in the course of the Research Program shall constitute Confidential Information of a Party whether or not designated as confidential in writing.

          1.24 “Contract Year”. Contract Year shall mean the period beginning on the Effective Date and ending on December 31, 2004 (the “First Contract Year”), and each succeeding twelve (12) month period thereafter during the Research Term (referred to as the “Second Contract Year,” “Third Contract Year,” etc.).

          1.25 “Controlled”. Controlled shall mean the legal authority or right of a Party hereto or an Affiliate of a Party to grant a license or sublicense of intellectual property rights to the other Party hereto which is consistent with the terms of this Agreement, or to otherwise disclose proprietary or trade secret information to such other Party, without breaching the terms of any agreement with a Third Party.

          1.26 “Damages”. Damages shall mean any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses, court costs, and reasonable fees and disbursements of counsel, consultants and expert witnesses incurred by a Gilead Indemnitee (as defined in Section 7.2(b)) (including any interest payments which may be imposed in connection therewith).

          1.27 “Development” or “Develop”. Development or Develop shall mean any activity with respect to a Lead Compound, including without limitation, preclinical and clinical drug development activities, including test method development and stability testing, toxicology, formulation, quality assurance/quality control development, statistical analysis, clinical studies and regulatory affairs, product approval and registration.

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

6

          1.28 “Development Compound”. Development Compound shall mean a Lead Compound for which EYETECH has completed all the activities described in Appendix 3 hereof, as such appendix may be amended or updated by JRC or by the provisions of the Annual Research Plan.

          1.29 “Development Information”. Development Information shall have the meaning set forth in Section 3.2(d).

          1.30 “Diligent Efforts”. Diligent Efforts shall mean efforts at least equal to those normally used by a Party for a compound or product owned by it or to which it has rights, which is of similar market potential, at a similar stage in its product life, taking into account the competitiveness of the marketplace, the regulatory structure involved, the profitability of the applicable products and other relative factors.

          1.31 “Early Selection Criteria” or “ESC”. Early Selection Criteria or ESC shall mean guideline selection criteria for identifying Compounds which are sufficiently promising to warrant Development set forth in Appendix 1 hereof, as such Appendix shall be adjusted by mutual agreement of the Parties with respect to each individual Target to be included in the Research Program before any activities with respect to such Target are initiated. The specific ESC for each Target must be consistent with the guidelines in Appendix 1 and be adopted by the formal written resolution of the JRC duly signed by the Program Director of each Party.

          1.32 “Excluded Aptamers”. Excluded Aptamers shall mean (a) [***], (b) [***], and (c) any Aptamer or Aptamer Equivalent directed to any of the following targets:

i.	[***];
ii.	[***];
iii.	[***];
iv.	[***];
v.	[***];

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

vi.	[***];
vii.	[***];
viii.	[***];
ix.	[***];
x.	[***];
xi.	[***]; or
xii.	[***].

          1.33 “Executive Officers”. Executive Officers shall mean the Chief Executive Officer of EYETECH (or an executive officer of EYETECH designated by such Chief Executive Officer and the Chief Executive Officer of ARCHEMIX (or an executive officer of ARCHEMIX designated by such Chief Executive Officer).

          1.34 “Exercise Notice”. Exercise Notice shall have the meaning set forth in Section 3.4.

          1.35 “EYETECH Development Program”. EYETECH Development Program shall mean the product development program to be undertaken by EYETECH during or after the Research Term to develop Lead Compounds into Compound Products.

          1.36 “EYETECH Development Program Technology”. EYETECH Development Program Technology shall mean all Know-How conceived, reduced to practice or developed by EYETECH during and in the conduct of the EYETECH Development Program specifically relating to any Compound, ARCHEMIX Proprietary Target or EYETECH Proprietary Target or methods of use of any Compound, ARCHEMIX Proprietary Target or EYETECH Proprietary Target.

          1.37 “EYETECH Development Program Patents”. EYETECH Development Program Patents shall mean Patents claiming EYETECH Development Program Technology.

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

          1.38 “EYETECH Diligence Goal”. EYETECH Diligence Goal shall have the meaning set forth in Section 2.4(b)(iii).

          1.39 “EYETECH Know-How”. EYETECH Know-How shall mean all Know-How Controlled by EYETECH, whether disclosed in a pending patent application or not, as of the Effective Date or during the Research Term relating to a Compound or the use thereof or an EYETECH Proprietary Target or the use thereof, excluding EYETECH Program Technology and EYETECH’s interest in Joint Program Technology.

          1.40 “EYETECH Patents”. EYETECH Patents shall mean any Patents Controlled by EYETECH as of the Effective Date or during the Research Term, claiming a Compound or the use thereof or a Target or the use thereof, excluding EYETECH Program Patents and EYETECH’s interest in Joint Program Patents.

          1.41 “EYETECH Program Patents”. EYETECH Program Patents shall mean Patents claiming EYETECH Program Technology.

          1.42 “EYETECH Program Technology”. EYETECH Program Technology shall mean all Program Technology relating (A) solely to EYETECH Proprietary Targets or EYETECH Technology, and/or (B) solely to formulations or methods of use of any Compound. Notwithstanding anything to the contrary herein, any methods of use of any Compound discovered or reduced to practise during the course of the Research Term shall be deemed to be EYETECH Program Technology.

          1.43 “EYETECH Proprietary Target”. EYETECH Proprietary Target shall mean a Target the use of which to select an Aptamer, or the use of which as a target for therapeutic intervention, is covered by an EYETECH Valid Claim or pending patent application.

          1.44 “EYETECH Technology”. EYETECH Technology shall mean all EYETECH Patents and EYETECH Know-How.

          1.45 “EYETECH Valid Claim”. EYETECH Valid Claim shall mean a claim of an issued and unexpired EYETECH Patent, EYETECH Program Patent or Joint Program Patent

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

which has not been revoked or held permanently unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, which decision is unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through re-issue or disclaimer or otherwise.

          1.46 “FDA”. FDA shall mean the United States Food and Drug Administration.

          1.47 “Field”. Field shall mean the treatment, prevention and/or delay of any and all opthamological diseases and conditions in humans, including, without limitation, diseases and conditions of the eye and/or the ocular adnexa (orbit and its contents, eyelids and lacrimal system).

          1.48 “First Commercial Sale”. First Commercial Sale shall mean, for each Compound Product or VEGF Product, the first commercial sale in a country as part of a nationwide introduction by EYETECH or its Affiliates, or for a VEGF Product by ARCHEMIX or its Affiliates. Sales for test marketing, clinical trial purposes or compassionate or similar use shall not be considered to constitute a First Commercial Sale.

          1.49 “Force Majeure”. Force Majeure shall have the meaning set forth in Section 11.9 hereof.

          1.50 “FTE”. FTE shall mean a full time (meaning a total of at least [***] hours per year) equivalent employee (which may consist of hours spent by more than one person) dedicated to scientific, technical or managerial work on or directly related to the Research Program with a Bachelor of Science or greater qualifications, as contemplated in Section 2.4(a)(i) hereof; provided that, in no event shall such FTEs be responsible for any overhead, laboratory operational or other non-scientific functions unrelated to the Research Program.

          1.51 “FTE Rate”. FTE Rate shall mean an annual rate of $[***] during the first Contract Year, and thereafter will mean such rate increased at the beginning of each subsequent Contract Year to reflect any increase in the Consumer Price Index for Boston, Massachusetts during the prior Contract Year.

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

          1.52 “Gilead”. Gilead shall mean Gilead Sciences, Inc.

          1.53 “Gilead-Archemix License”. Gilead-Archemix License shall mean that certain license agreement dated October 23, 2001, as amended, between ARCHEMIX and Gilead.

          1.54 “Gilead-Eyetech License”. Gilead-Eyetech License shall mean that certain license agreement dated March 30, 2000, as amended, between EYETECH and Gilead.

          1.55 “Gilead-Eyetech Patent Portfolio”. Gilead-Eyetech Patent Portfolio shall mean those patent applications and patents licensed to EYETECH under the Gilead-Eyetech License, including without limitation those listed on Appendix 5 attached hereto.

          1.56 “IND”. IND shall mean an application submitted to a Regulatory Authority to initiate human clinical trials, including (a) an Investigational New Drug application or any successor application or procedure filed with the FDA of the United States, (b) except where otherwise specifically provided in this Agreement, any foreign equivalent of a U.S. Investigational New Drug application, and (c) all supplements and amendments that may be filed with respect to the foregoing.

          1.57 “Indication”. Indication shall mean any human indication, disease or condition (i) in the Field with respect to Compound Products, (ii) in the Field and/or the Local Delivery Field for Aptamers against VEGF developed or commercialized for or by EYETECH, and (iii) outside the Field and the Local Delivery Field for Aptamers against VEGF developed or commercialized for or by ARCHEMIX which can be treated, prevented, cured or the progression of which can be delayed.

          1.58 “Invalidity Claim”. Invalidity Claim shall have the meaning set forth in Section 8.5 hereof.

          1.59 “In Vitro Diagnostics”. In Vitro Diagnostics shall mean the use of Aptamers or Aptamer Equivalents in the assay, testing or determination outside of a living organism, of a substance in a test material.

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

11

          1.60 “In Vivo Diagnostic Agent”. In Vivo Diagnostic Agent shall mean any product containing one or more Aptamers or Aptamer Equivalents that is used for any human in vivo diagnostic purpose related to, inter alia, the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state.

          1.61 “Joint Program Patents”. Joint Program Patents shall mean Patents claiming Joint Program Technology.

          1.62 “Joint Program Technology”. Joint Program Technology shall mean all Program Technology conceived, reduced to practice or developed jointly by employees, agents, consultants or subcontractors of both Parties during, and in the conduct of, the Research Program that is neither ARCHEMIX Program Technology nor EYETECH Program Technology.

          1.63 “JRC”. JRC shall have the meaning set forth in Section 2.1 hereof.

          1.64 “Know-How”. Know-How shall mean all proprietary material and information, including data, technical information, know-how, experience, inventions, discoveries, trade secrets, compositions of matter and methods, whether existing at the Effective Date or developed or obtained during the Research Term and whether or not patentable or confidential, that are Controlled by a Party to this Agreement and that relate to the discovery, development, utilization, manufacture or use of any Compound, Compound Product, SELEX Process or Target, including but not limited to processes, techniques, methods, products, materials and compositions.

          1.65 “Lead Compound”. Lead Compound shall mean a Compound for which EYETECH has exercised the License Option as set forth in Section 3.4 hereof.

          1.66 “Lead Compound Equivalent”. Lead Compound Equivalent shall mean any Aptamer directed to the same Target or Target Binding Partner as a Lead Compound.

          1.67 “License Option”. License Option shall have the meaning set forth in Section 3.1 hereof.

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

12

          1.68 “Local Delivery Field”. Local Delivery Field shall mean any delivery of an Aptamer whose intended mode of action is solely to treat tissue in the proximity of the delivery site of such Aptamer, for example by topical application to treat the skin at the point of application, or injection into or in proximity of a joint or tumor to treat only that joint or tumor.

          1.69 “Loss”. Loss shall have the meaning set forth in Section 7.1 hereof.

          1.70 “NDA”. NDA shall mean an application submitted to a Regulatory Authority for marketing approval of a product, including (a) a New Drug Application, Product License Application (as defined in Title 21 of the United States Code of Federal Regulations, as amended from time to time) or Biologics License Application (as defined in Title 21 of the United States Code of Federal Regulations, as amended from time to time) filed with the FDA or any successor applications or procedures, (b) except where otherwise specifically provided in this Agreement, any foreign equivalent of a U.S. New Drug Application, Product License Application or Biologics License Application, and (c) all supplements and amendments that may be filed with respect to the foregoing.

          1.71 “Net Sales”. Net Sales shall mean the gross amount received by a Party, its Affiliates and/or its Sublicensees on Sales of Compound Products or VEGF Products in the case of EYETECH or VEGF Products only in the case of ARCHEMIX less the following deductions:

               (a) Trade, cash and/or quantity discounts actually allowed and taken with respect to such sales to wholesalers, hospitals or other buying institutions, as reflected in the amount invoiced;

               (b) Excises, sales taxes, value-added taxes or other taxes imposed upon and paid directly with respect to the production, sale, delivery or use of the Compound Product or VEGF Product (excluding national, state or local taxes based on such Party’s or its Affiliates’ income), as reflected in the amount invoiced;

               (c) Import and export duties paid by a Party or its Affiliates or Sublicensees;

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               (d) Amounts repaid or credited by reason of rejections, defects, recalls or returns or because of governmental charges, chargebacks, refunds, rebates or retroactive price reductions; and

               (e) Freight, insurance and other transportation charges incurred in shipping Compound Product or VEGF Product to Third Parties, as reflected in the amount invoiced.

Such amounts shall be determined from the books and records of the relevant Party, its Affiliates, and/or its Sublicensees maintained in accordance with U.S. generally accepted accounting principles, consistently applied. In the case of any sale of Compound Products or VEGF Products for consideration other than cash, such as barter or counter-trade, Net Sales shall be calculated on the fair market value of the consideration received.

In the event the Compound Product or VEGF Product is sold as part of a Combination Product (as defined below), the Net Sales from the Combination Product or VEGF Product, for the purposes of determining royalty payments, shall be determined by multiplying the Net Sales of the Combination Product, during the applicable royalty reporting period, by the fraction, [***], where [***] is the [***] of the Compound Product or VEGF Product when sold [***] in finished form and [***] is the [***] of the other product(s) having independent and/or synergistic efficacy in the Indication for which the product is sold included in the Combination Product when sold [***] in finished form, in each case in the same country as the Combination Product during the applicable royalty reporting period or, if sales of both the Compound Product or VEGF Product and such other product(s) did not occur in the same country as the Combination Product in such period, then in the most recent royalty reporting period in which sales of both occurred in the same country as the Combination Product. In the event that such average sale price cannot be determined for both the Compound Product or VEGF Product and all such other products(s) included in the Combination Product, Net Sales for the purposes of determining royalty payments shall be calculated by multiplying the Net Sales of the Combination Product by the fraction, [***], where [***] is the [***] of the Compound Product or VEGF Product and [***] is the [***] of all other pharmaceutical product(s) having independent and/or synergistic efficacy in the Indication for which the product is sold included in the Combination Product. In such event, the Party not selling the product shall in good faith make a determination of the

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respective [***] of the Compound Product or VEGF Product and all other such pharmaceutical products included in the Combination Product, and shall notify the other Party of such determination and provide the other Party with data to support such determination. The other Party shall have the right to review such determination and supporting data, and to notify the Party not selling the product if it disagrees with such determination. If the other Party does not agree with such determination and if the Parties are unable to agree in good faith as to such respective [***], then such matter shall be referred to the Executive Officers for determination.

As used above, the term “Combination Product” means any pharmaceutical product, which consists of a Compound Product or VEGF Product and other active compounds and/or active ingredients having independent efficacy and/or synergistic benefit in the Indication for which the product is sold together in one package. For avoidance of doubt, if a Combination Product is comprised of a Compound Product and a VEGF Product the royalties shall be calculated separately for the Compound Product and the VEGF Product each pursuant to the formula set forth above and the royalty rates set forth in Sections 5.2.1 and 5.2.2.

          1.72 “Option Period”. Option Period shall have meaning set forth in Section 3.3.1.

          1.73 “NX1838”. NX1838 shall mean the anti-VEGF aptamer known as NX1838, together with all anti-VEGF Aptamers comprising a sequence identity greater than [***]% over the entire length of NX1838, whether or not such Aptamers incorporate [***], or have [***], including without limitation [***] to alter the pharmacokinetic properties of the molecule.

          1.74 “Party”. Party shall mean either ARCHEMIX or EYETECH, as applicable, and “Parties” shall mean both ARCHEMIX and EYETECH.

          1.75 “Patent Prosecution”. Patent Prosecution shall mean the filing, prosecution, maintenance or extension of a Patent, including without limitation, interferences, nullity suits and re-examinations.

          1.76 “Patents”. Patents shall mean all patents and patent applications existing at the Effective Date and all patent applications hereafter filed during the Term, including any continuation, continuation-in-part, division, provisional or any substitute applications, any patent

Confidential

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issued with respect to any such patent applications, any reissue, re-examination, black box application, renewal or extension (including any supplementary protection certificate) of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent, and all foreign counterparts of any of the foregoing.

          1.77 “Person”. Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, other business entity or government or political subdivision thereof.

          1.78 “Phase 1 Clinical Study”. Phase 1 Clinical Study shall mean a study of a Compound in human volunteers or patients with the endpoint of determining initial tolerance, safety and/or pharmacokinetic information in a single dose, single ascending dose, multiple dose and/or multiple ascending dose regimen.

          1.79 “Phase 2 Clinical Study”. Phase 2 Clinical Study shall mean a study of a Compound in patients to determine additional safety information and initial efficacy and dose range finding.

          1.80 “Phase 3 Clinical Study”. Phase 3 Clinical Study shall mean a clinical study in patients, conducted in accordance with a protocol designed to ascertain efficacy and safety of a Compound for the purpose of preparing and submitting an NDA to the competent Regulatory Authorities in the Territory.

          1.81 “Program Compound”. Program Compound shall mean any Aptamer (other than Excluded Aptamers), including, without limitation, an Aptamer which has not yet met the Early Selection Criteria, that has been demonstrated to have an affinity for, to bind to, inhibit or otherwise modulate the activity of any Target that is being investigated in the Research Program.

          1.82 “Program Director”. Program Director shall mean a research executive appointed by each Party to serve as such Party’s principal coordinator and liaison for the Research Program. The Program Director appointed by EYETECH is referred to as the EYETECH Program Director, and the Program Director appointed by ARCHEMIX is referred to as the ARCHEMIX Program Director.

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          1.83 “Program Patent Rights”. Program Patent Rights shall mean ARCHEMIX Program Patents, EYETECH Program Patents or Joint Program Patents.

          1.84 “Program Technology”. Program Technology shall mean all Know-How (whether or not patentable and whether or not copyrightable) conceived, reduced to practice or developed by a Party or jointly by the Parties during, and in the conduct of, the Research Program.

          1.85 “Radio Therapeutic”. Radio Therapeutic shall mean any product for human therapeutic use that contains one or more Aptamers or Aptamer Equivalents that target specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates (a) radio nucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radio nucleotides after submission of any kind of radiation.

          1.86 “Refused Candidate”. Refused Candidate shall have the meaning set forth in Sections , 3.7, 4.5, and 4.8.1 hereof.; provided that notwithstanding anything to the contrary in the aforesaid Sections, Compounds that ARCHEMIX has not disclosed to EYETECH pursuant to Section 3.2 and compounds which ARCHEMIX discovers following termination or expiration of this Agreement shall not constitute, or be deemed to be Refused Candidates for any purposes under this Agreement, including without limitation for purposes of Section 8.7.6.

          1.87 “Refused Target”. Refused Target shall mean any Target or proposed Target that becomes a Refused Target as set forth in Section 2.5, 3.7, 4.2.5.3, 4.5, or 4.8.1 other than VEGF and its two (2) Target Binding Partners (FLT1 and KDR).

          1.88 “Regulatory Approval”. Regulatory Approval shall mean, with respect to any country, all authorizations by the appropriate governmental entity or entities necessary for commercial sale of a Compound Product or VEGF Product in that country (or in the case of the European Union, group of countries) including, without limitation and where applicable, approval of labelling, and manufacturing. “Regulatory Approval” in the United States shall mean final approval of an NDA pursuant to United States Code as published at 21 USC 355 and

Confidential

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corresponding regulations at 21 CFR Part 314, permitting marketing of the applicable Compound Product or VEGF Product in interstate commerce in the United States. “Regulatory Approval” in the European Union shall mean marketing authorization for the applicable Compound Product or VEGF Product pursuant to Council Directive 2001/83/EC, as amended, or Council Regulation 2309/93/EEC, as amended.

          1.89 “Regulatory Authority”. Regulatory Authority shall mean any federal, national, supranational, state, provincial or local regulatory agency, department, bureau or other governmental entity with authority over the testing, manufacture, use, storage, import, promotion, marketing and sale of a therapeutic product in a country or countries, including, but not limited to, the FDA.

          1.90 “Regulatory Filings”. Regulatory Filings shall have the meaning set forth in Section 9.7 hereof.

          1.91 “Research Program”. Research Program shall mean all research and discovery activities undertaken by the Parties under this Agreement according to an Annual Research Plan, associated with the identification and design of Compounds, Compound Candidates for Indications as provided herein, including Compounds directed against VEGF in the Field and/or the Local Delivery Field; including but not limited to identification and initial testing of Program Compounds; selection of Compound Candidates from Compounds and preparation for preclinical assessment of such Compounds. For purposes of clarity, the Research Program does not include any Development activities performed in the course of the EYETECH Development Program.

          1.92 “Research Program Data”. Research Program Data shall mean all data and information pertaining to Compounds, Compound Candidates, Back-Ups, Lead Compounds, Development Compounds, including Compounds directed against VEGF in the Field or the Local Delivery Field obtained by the Parties in the course of the Research Program.

          1.93 “Research Term”. Research Term shall have the meaning set forth in Section 9.1 hereof.

Confidential

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          1.94 “Royalty Term”. Royalty Term shall have the meaning set forth in Section 9.2 hereof.

          1.95 “Sales”. Sales shall mean with respect to a Compound Product or a VEGF Product, the gross amounts invoiced by either Party or its Affiliates or sublicensees (including, but not limited to, transfers to wholesale distributors but excluding subsequent sales by such distributors) on account of sales or use of such Compound Product or a VEGF Product.

          1.96 “Sales Report”. Sales Report shall mean a written report or written reports showing each of (i) the Net Sales of each Compound Product or VEGF Product in each country in the Territory during the reporting period by EYETECH or ARCHEMIX and each of their respective Affiliates and Sublicensees; (ii) the royalties, payable in US Dollars, which shall have accrued under Section 5.2 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted in respect of any such sales; (iv) the exchange rates used in converting into US Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Compound Products or VEGF Products other than pursuant to sale to a Third Party exclusively for cash.

          1.97 “SELEX Portfolio”. SELEX Portfolio shall mean those patent applications and patents licensed by Gilead to ARCHEMIX pursuant to the Gilead-Archemix License, including without limitation those set forth in Appendix _5___attached hereto.

          1.98 “SELEX Process”. SELEX Process shall mean any process for identification or use of a nucleic acid, which process is disclosed in or falls within the claimed scope of U.S. Patent Nos. [***] or [***], including any continuations, divisionals continuations-in-part, or any substitute applications, any patent issued with respect to any such patent applications, any reissue, re-examination, black box application, renewal or extension (including any supplementary protection certificate) or foreign equivalents.

          1.99 “Service Providers”. Service Provider shall mean Third Parties who execute a confidentiality agreement with a Party that is at least as restrictive as the provisions hereof and who provide assistance, consultation, advice, guidance, recommendation, and training to a Party

Confidential

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for the purpose of improving or enhancing the Party’s ability to meet the objectives of this Agreement.

          1.100 “Sublicensee”. Sublicensee shall mean a Third Party to whom EYETECH or ARCHEMIX grants a sublicense of any or all of the rights granted hereunder to it by the other Party or from Gilead in respect of VEGF.

          1.101 “Target”. Target shall mean any non-intracellular enzyme, receptor, transducer, transcription factor or other molecule approved by the JRC or proposed by EYETECH unless the JRC determines that there is a compelling scientific reason for refusing the Target proposed by EYETECH, for use in identifying Compounds meeting the ESC for use in the Field under the Research Program. For avoidance of doubt, Target shall not include any intracellular target, but shall include extra-cellular and membrane-bound targets.

          1.102 “Target Binding Partner”. Target Binding Partner shall mean the primary natural ligand that binds to a Target, as designated pursuant to Section 2.5. However, the Parties acknowledge that in some cases the Target Binding Partner will be comprised of two primary ligands (for example with respect to VEGF the primary natural ligands are FLT1 and KDR).

          1.103 “Target Criteria”. Target Criteria shall mean the criteria set forth on Appendix 4 hereto.

          1.104 “Term”. Term shall have the meaning set forth in Section 9.3 hereof.

          1.105 “Territory”. Territory shall mean worldwide.

          1.106 “Third Party”. Third Party shall mean any person or entity, which is not a Party or an Affiliate of any Party.

          1.107 “USD” or “US Dollars”. USD or US Dollars shall mean the legal tender in the United States of America.

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          1.108 “URC License Agreement”. URC License Agreement shall mean the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead, as successor in interest to NeXstar (as defined therein).

          1.109 “UTC”. UTC shall mean the University Technology Corporation, the successor to the University Research Corporation (as defined there).

          1.110 “VEGF”. VEGF shall mean vascular endothelial growth factor.

          1.111 “VEGF Product”. VEGF Product shall mean a finished dosage form usable for administration to a patient as a pharmaceutical containing, as an active ingredient, an Aptamer against VEGF that is not NX1838.

ARTICLE 2  RESEARCH PROGRAM

          2.1 Joint Research Committee (JRC).

               (a) Composition; Responsibilities. The Parties shall establish a joint research committee (the “JRC”), comprised of [***] representatives of ARCHEMIX (including the ARCHEMIX Program Director) and [***] representatives of EYETECH (including the EYETECH Program Director). Each Party shall make its designation of its representatives prior to the Effective Date. The JRC shall meet within [***] days after the Effective Date and, thereafter, at least [***] during the Research Term to (i) subject to Section 2.5, select Targets and develop the ESC for each such Target and the activities to be set forth in Appendix 3 which will establish that an Aptamer against such Target is a Development Compound, (ii) review the efforts of the Parties in the conduct of the Research Program, (iii) review and approve amendments to the Annual Research Plan, (iv) address such other matters as either Party may bring before the JRC, (v) perform such other tasks and undertake such other responsibilities as may be set forth in this Agreement, and (vi) attempt to resolve any disputes relating to this Agreement that may arise between the Parties. For purposes of clarity, (i) the JRC shall not review, oversee or have any jurisdiction with respect to Development of Lead Compounds and the EYETECH Development Program and (ii) the JRC may request but shall not have the right to require ARCHEMIX to perform any work on an Aptamer after it becomes a Lead Compound.

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               (b) Administrative Matters. The JRC shall appoint [***] co-chairpersons, [***] from among the representatives of EYETECH and [***] from among the representatives of ARCHEMIX (the “Chairpersons”). The Chairpersons shall be responsible for calling meetings of the JRC and for leading the meetings at their respective facilities. A JRC member of the Party hosting a meeting of the JRC shall serve as secretary of that meeting. The secretary of the meeting shall prepare and distribute to all members of the JRC minutes of the meeting within [***] days following the meeting to allow adequate review and comment. Such minutes shall provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by the JRC. Minutes of each JRC meeting shall be approved or disapproved, and revised as necessary, at the next meeting.

               (c) The location of meetings of the JRC shall alternate between ARCHEMIX’s principal place of business and EYETECH’s principal place of business, or as otherwise agreed by the Parties. The JRC may also meet by means of a telephone conference call or videoconference. Each Party may change any one or more of its representatives to the JRC at any time upon notice to the other Party. Each Party shall use reasonable efforts to cause its representatives to attend the meetings of the JRC. If a representative of a Party is unable to attend a meeting, such Party may designate an alternate to attend such meeting in place of the absent representative. In addition, each Party may, at its discretion, invite non-voting employees, and, with the consent of the other Party, consultants or scientific advisors, to attend the meetings of the JRC to, among other things, review and discuss the Research Program and its results. Either Party may convene a special meeting of the JRC for the purpose of resolving disputes.

               (d) Decision Making. Until the time a Compound becomes a Lead Compound, the goal of all decision making as to such Compound shall be to achieve consensus, recognizing ARCHEMIX’s expertise in the identification and optimization of Aptamers and EYETECH’s right to select Targets for consideration by the JRC. Prior to the Lead Compound designation each Party (acting through its designated members) shall have one vote on the JRC to be cast by its Co-Chairperson and unanimous agreement shall be required for any action, except as set forth in Section 2.5.

               (e) Term. The JRC shall function during the Research Term.

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          2.2 Management of Research Program.

               (a) Program Directors. ARCHEMIX and EYETECH shall each appoint a Program Director prior to the Effective Date. Each Party shall have the right, after consultation with the other Party, to designate a different Program Director. The Program Directors shall jointly oversee the conduct of the Research Program, shall report to the JRC and shall be responsible for recommending to the JRC any changes to the Annual Research Plan.

               (b) Project Teams. The Program Directors shall appoint one or more appropriate Project Teams, in each case consisting of representatives from ARCHEMIX and EYETECH, to facilitate the conduct of elements of the Research Program in (i) the areas set forth in the Annual Research Plan and (ii) such other areas as may be agreed upon by the Program Directors.

               (c) Dispute Resolution. The Program Directors shall decide matters appropriate to the scope of their responsibilities on a consensus basis. In the event that the Program Directors are unable to reach agreement on any matter within [***] business days after the matter is first considered by them, the issue may be referred to the JRC by either Program Director for resolution thereby.

          2.3 Annual Research Plan.

               (a) Annual Research Plan. The JRC shall prepare and approve the Annual Research Plan for first Contract Year within [***] days of the Effective Date. Thereafter the JRC shall prepare and approve the Annual Research Plan for each Contract Year during the Research Term (other than the First Contract Year) at least [***] days prior to the commencement of such Contract Year. At EYETECH’s request, the JRC shall include in the Annual Research Plan a plan to discover and develop Compounds against the Targets PDGF and VEGF, so long as the Parties obtain any necessary rights covering VEGF from Gilead. In the event the JRC fails to approve an Annual Research Plan due to a dispute over the contents of such Annual Research Plan, each Party shall have the right to refer such dispute to resolution pursuant to Section 11.2.

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               (b) Updates and Amendments. The JRC shall review and approve updates and amendments, as appropriate, to the current Annual Research Plan during the course of the applicable Contract Year.

               (c) Content. Each Annual Research Plan shall be consistent with the other terms and conditions of this Agreement. Each Annual Research Plan shall specify, among other things, (i) specific research objectives and priorities, (ii) specific activities to be performed, (iii) the Party responsible for performance of an activity, (iv) the number and types of FTEs expected to be assigned to specific activities by each Party, (v) timelines for performance and (vi) specific deliverables. The Annual Research Plan shall not require ARCHEMIX to perform any research other than the identification and optimization of Aptamers using the SELEX Process but ARCHEMIX agrees to reasonably consider requests to perform such other work related to the identification of Lead Compounds as may be requested by EYETECH. The number of FTEs to be provided by ARCHEMIX may not be increased without at least [***] months prior notice to ARCHEMIX and may never be reduced below [***] and for any reduction ARCHEMIX must be given at least [***] months prior written notice.

               (d) Implementation. The Parties shall undertake the Research Program in accordance with the Annual Research Plan.

          2.4 Obligations under the Research Program

               (a) ARCHEMIX Obligations and Restrictions. Subject to the oversight of the JRC, during the Research Term, ARCHEMIX agrees that:

                    (i) with respect to the Annual Research Plan, (A) ARCHEMIX shall undertake the responsibilities assigned to it, as set forth in the Annual Research Plan, and (B) ARCHEMIX shall make available for the conduct of the Research Program, as needed, those resources to be provided by ARCHEMIX as set forth in the Annual Research Plan;

                    (ii) as of the Effective Date, ARCHEMIX shall have disclosed to EYETECH all ARCHEMIX Initial Compounds; and

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                    (iii) during the Research Term ARCHEMIX shall use Diligent Efforts to perform the activities assigned to ARCHEMIX in the Annual Research Plan in a professional and timely manner(the “ARCHEMIX Diligence Goal”). In the event ARCHEMIX fails to meet the ARCHEMIX Diligence Goal within a [***] month period, EYETECH shall have no obligation to meet its Diligence Goal pursuant to Section 2.4 (b) (iii) within such period.

               (b) EYETECH Obligations. Subject to the oversight of the JRC, EYETECH agrees that:

                    (i) during the Research Term, to pay the FTE Rate per FTE per annum, quarterly in advance based on the number of FTEs set forth in the Annual Research Plan for the quarter;

                    (ii) with respect to the Annual Research Plan, EYETECH shall undertake the responsibilities assigned to it in the Annual Research Plan, including, but not limited to, the dedication of resources to such efforts as set forth in the Annual Research Plan; and

                    (iii) during the Research Term, EYETECH shall use Diligent Efforts to meet the EYETECH Diligence Goal. The “EYETECH Diligence Goal” shall be to (A) approve at least [***] Lead Compound (in accordance with Section 3.4) which is ARC127 in its pegylated or non-pegylated form, a Compound against VEGF, a Program Compound that was not originally an ARCHEMIX Initial Compound or an ARCHEMIX Additional Compound or a Program Compound that was originally an ARCHEMIX Initial Compound or an ARCHEMIX Additional Compound but which was designated as a Program Compound prior to achieving the ESC in each [***] month period, (B) move at least one such Lead Compound to Development Compound status in each [***] month period and (C) commence at least [***] IND for a Development Compound which is ARC127, a Compound against VEGF, a Program Compound that was not originally an ARCHEMIX Initial Compound or an ARCHEMIX Additional Compound or a Program Compound that was originally an ARCHEMIX Initial Compound or an ARCHEMIX Additional Compound but which was designated as a Program Compound Prior to achieving the ESC in each [***] year period, except, without limitation in each of (A), (B) and

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(C), for any delays caused by ARCHEMIX’s failure to meet the ARCHEMIX Diligence Goal, an inconsequential delay by EYETECH or Force Majeure. In addition, in the event of a deadlock of the JRC continuing for more than [***] months with respect to inclusion of a target in the Research Program, and the dispute is resolved in EYETECH’s favour, then EYETECH’s diligence requirement in (A) shall be extended by the duration of the deadlock and dispute resolution.

               (c) Failure to meet Diligence Goals. ARCHEMIX may terminate the Research Program, but not this Agreement and the licenses granted hereunder, if EYETECH fails to achieve any aspect of the EYETECH Diligence Goal, provided, that such failure is not caused by ARCHEMIX’ failure to meet the ARCHEMIX Diligence Goal; provided, however, that (i) EYETECH Diligence Goal “A” shall be waived for any [***]-month period in which EYETECH has paid for [***] FTEs per year at ARCHEMIX; (ii) EYETECH Diligence Goal “B” shall be waived for any [***]-month period in which EYETECH has paid for [***] FTEs per year at ARCHEMIX during the entire period; and (iii) EYETECH Diligence Goal “C” shall be waived for any [***] year period for which EYETECH has paid for [***] FTEs per year at ARCHEMIX during the entire period.

          2.5 Target Selection. The JRC shall determine which Targets shall be utilized for identification of Compounds under the Research Program; provided that in no event will any of the targets listed in Section 1.32 be utilized as a Target under this Agreement except as set forth in Section 8.7.2. ARCHEMIX and EYETECH each may propose Targets to be used for identification of Compounds under the Research Program. If any Target is presented by either Party, the JRC will consider such Target and such Target may be included in the Research Program, or deferred for later consideration until the Parties agree in writing that such Target shall become a Refused Target; provided, however that Targets proposed by EYETECH shall be included in the Research Program unless there is a compelling scientific reason to exclude such Target. In the event the JRC refuses to accept, or can not reach consensus on the acceptance of a proposed Target for inclusion into the Research Program and EYETECH believes there exists no compelling scientific reason for excluding such Target from inclusion into the Research Program, then EYETECH shall have the right to refer such matter to dispute resolution pursuant

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to Section 11.2. If the JRC determines that such Target does not have potential utility in the Field, such Target shall be a Refused Target. Once a Target is selected, (i) the JRC will promptly develop the ESC for such Target and the activities which will establish that an Aptamer against such Target is a Development Compound to be set forth in Appendix 3, and (ii) EYETECH will propose a molecule to be designated as the Target Binding Partner for such Target and will present to the JRC the data supporting such designation and the JRC will determine the Target Binding Partner for such Target. For the avoidance of doubt, nothing in this Agreement shall give ARCHEMIX any right to utilize any EYETECH Proprietary Target, (excluding any Target that is within the definition of EYETECH Proprietary Target solely because it is covered by claims in a Joint Program Patent), for any purpose other than in the performance of its obligations or the exercise of its rights under this Agreement and nothing in this Agreement shall give EYETECH any right to utilize any ARCHEMIX Proprietary Target, (excluding any Target that is within the definition of ARCHEMIX Proprietary Target solely because it is covered by claims in a Joint Program Patent), for any purpose other than in the performance of its obligations or the exercise of its rights under this Agreement.

          2.6 Compliance with Laws. Each Party agrees to use commercially reasonable efforts to carry out all work assigned to such Party in the Annual Research Plan in material compliance with all applicable federal, supranational, state or local laws, regulations and guidelines governing the conduct of such work, including, without limitation, all applicable export and import control laws.

          2.7 Product Labelling. All Compound Products and all VEGF Products sold by a Party shall carry that Party’s name and logo. A Party shall have no rights to have its name and logo incorporated on the label or otherwise associated with the other Party’s Compound Products or VEGF Products (as applicable).

          2.8 Progress Reports. Within [***] business days after the end of each calendar quarter, each Party shall provide to the other Party a written report summarizing the activities undertaken by the reporting Party during the preceding calendar quarter in connection with the Research Program. ARCHEMIX’s report shall include details on the number of FTEs dedicated

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to and actually working on the Research Program, and ARCHEMIX shall maintain adequate records to verify such work.

          2.9 Research Records. ARCHEMIX shall maintain complete and accurate records, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes, that fully and properly reflect in all material respects all work done and results achieved in the performance of the Research Program. Such records shall include, but not be limited to, as appropriate in the particular circumstances, all books, reports, research notes, charts, graphs, comments, computations, analyses, recordings, photographs, computer programs, databases, and documentation thereof, samples of materials and other graphic, written or tangible data or material generated in connection with the Research Program, including any data required to be maintained pursuant to all requirements of applicable laws and regulations, and records of the number, qualifications and job responsibilities of FTEs working on the Research Program. All of such books and records related to the Research Program shall be subject to audit by EYETECH. EYETECH shall have the right, during normal business hours and with reasonable notice, to inspect and copy all such records of ARCHEMIX. Notwithstanding the foregoing, EYETECH shall not have the right to audit or copy any materials that relate to Aptamers that do not, or have been determined not to, have utility in the Field or that become Refused Candidates or are ARCHEMIX Initial Compounds or ARCHEMIX Additional Compounds that have not been designated as Program Compounds.

ARTICLE 3  LICENSE OPTION

          3.1 Exclusive Option. During the Option Period, EYETECH shall have the exclusive right and option to select for further Development and Commercialization hereunder (the “License Option”) (i) Program Compounds based on its own analysis of information provided by ARCHEMIX hereunder, and/or (ii) Compound Candidates.

          3.2 Process for Determining Compound Candidate.

               (a) ARCHEMIX Initial Compounds. As of the Effective Date, ARCHEMIX shall have disclosed in writing to EYETECH and the JRC all Aptamers (other than Excluded Aptamers) Controlled by ARCHEMIX including without limitation, ARC 127 in its

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pegylated and non-pegylated variations (“ARCHEMIX Initial Compounds”). Of the ARCHEMIX Initial Compounds, ARCHEMIX will identify up to [***] ARCHEMIX Initial Compounds against up to [***] targets for immediate consideration by the JRC (“ARCHEMIX Early Decision Initial Compounds”). If the JRC elects to have any such Aptamer included in the Research Program, which the JRC cannot refuse to do for ARCHEMIX Initial Compounds selected by EYETECH for up to [***] Initial Compounds per target, unless there exists a compelling scientific basis for such refusal, the JRC will modify the Annual Research Plan accordingly and will establish the ESC and activities to be set forth in Appendix 3 for such Aptamer, and such Aptamer shall thereafter be a Program Compound hereunder. If the JRC does not select an ARCHEMIX Initial Compound for inclusion in the Research Program within [***] days, or an ARCHEMIX Early Decision Initial Compound on or before April 26, 2004, such Aptamer will not be a Program Compound, but ARCHEMIX may request the JRC to establish ESC for no more than [***] ARCHEMIX Initial Compounds per [***] and the JRC will do so within [***] days. At any time during the Research Term upon EYETECH’S request, ARCHEMIX shall provide updates to EYETECH with respect to the development status of the ARCHEMIX Initial Compounds which have not become Program Compounds, and EYETECH and ARCHEMIX may, at ARCHEMIX’s sole option, agree through the JRC to include into the Program such ARCHEMIX Initial Compounds. In addition at any time during the Research Term, EYETECH shall have the right to request the JRC to include into the Research Program an effort to discover Aptamer Equivalents of ARCHEMIX Initial Compounds that have not become Program Compounds, and the JRC shall approve the inclusion of such Aptamer Equivalents which then becomes a Program Compound unless there exists a compelling scientific reason to refuse such approval.

               (b) Program Compounds. Within [***] business days of the end of each calendar quarter (ending each March 31, June 30, September 30 and December 31) during the Research Term ARCHEMIX will notify EYETECH and the JRC of each Program Compound identified in such calendar quarter.

               (c) Archemix Additional Compounds. In addition, ARCHEMIX may, in its sole discretion, notify EYETECH of any Aptamer identified by ARCHEMIX outside the

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Research Program believed by ARCHEMIX to have potential application in the Field and for Aptamers against VEGF in the Field (“ARCHEMIX Additional Compounds”). If the JRC elects to have any ARCHEMIX Additional Compound included in the Research Program, the JRC will modify the Annual Research Plan accordingly and will establish the ESC and activities to be set forth in Appendix 3 for such Aptamer and such Aptamer shall thereafter be a Program Compound hereunder. If the JRC does not elect to have an ARCHEMIX Additional Compound included in the Research Program within [***] days after disclosure thereof, such Aptamer will not be a Program Compound, but ARCHEMIX may then request the JRC to establish ESC for such Aptamer and the JRC will do so within [***] days. The JRC shall not be obligated to consider more than [***] ARCHEMIX Additional Compounds for inclusion in the Research Program per calendar quarter.

                    (d) Development Information. ARCHEMIX will provide EYETECH and the JRC on a quarterly basis during the Research Term, with notice of all material information applicable to the Field known to ARCHEMIX about any Program Compound (the “Development Information”), including analysis results and raw data which the JRC should reasonably require to assess whether a given Program Compound meets the Early Selection Criteria or which EYETECH should reasonably require in order for EYETECH (i) to exercise its rights under this Agreement, and (ii) to decide, in EYETECH’s sole discretion, whether to exercise the License Option with respect to such Program Compound or Compound Candidate, as applicable. The Development Information shall also include any previously undisclosed information with respect to ARCHEMIX Technology, which is important for a scientific and commercial evaluation of the Program Compound. EYETECH expects to utilize evaluation criteria such as those set forth on Appendix 1, without limitation, in its assessment of whether to license Program Compounds or Compound Candidates.

                    (e) In addition to the Development Information, at the request of EYETECH given within [***] days of the notice under Section 3.2(b) hereof, ARCHEMIX shall supply EYETECH with up to [***] of the Program Compound or Compound Candidate (the “Material”) at ARCHEMIX’s direct manufacturing cost of production (which includes (i) direct and indirect labor (salaries, wages and employee benefits) and (ii) direct and indirect materials)

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thereof for EYETECH’s use in connection with determining whether to exercise the License Option with respect to such Program Compound or Compound Candidate (the “Evaluation”). ARCHEMIX will use commercially reasonable efforts to deliver the Material to EYETECH no later than [***] days following EYETECH’s request and shall be accompanied by a document setting forth the sequence of the Program Compound or Compound Candidate and any analytic information with respect thereto which ARCHEMIX has available. ARCHEMIX shall make no warranty. At the request of EYETECH, ARCHEMIX will provide additional quantities of the Material at ARCHEMIX’s fully loaded cost of production thereof. EYETECH’s use of the Material shall be subject to the following provisions:

                    (i) EYETECH agrees to use the Material only for non-commercial internal research in the conduct of the Evaluation. EYETECH shall not (i) provide access to or distribute the Material to any third party other than employees of EYETECH who are working on the Evaluation and who are bound by the requirements of this Agreement, (ii) otherwise use such Material in research outside of the Evaluation, nor (iii) modify or change in any way the Material, in any case without the express prior written consent of ARCHEMIX. Any Material delivered pursuant to this Agreement (x) is understood to be experimental in nature and may have hazardous properties (and EYETECH agrees to handle the Material accordingly), (y) is supplied solely for use in animals used exclusively for testing and/or in vitro testing, and (z) is not to be used for in vivo testing in humans. If the relevant License Option is not exercised in accordance with its terms, then upon expiration thereof, EYETECH shall at the instruction of ARCHEMIX either destroy or return any unused Material;

                    (ii) EYETECH shall use the Material only in compliance with all applicable Federal, state, and local laws, regulations and guidelines; and

                    (iii) EYETECH acknowledges and agrees that, subject to EYETECH’s rights following exercise of the relevant License Option, all Material is and shall be owned by ARCHEMIX and EYETECH has no right to ownership of the Material and ARCHEMIX reserves all intellectual property rights therein and thereto.

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               (f) If ARCHEMIX reasonably believes any Program Compound, or any ARCHEMIX Additional Compound or ARCHEMIX Initial Compound that has been presented by ARCHEMIX but has not become a Program Compound has met the ESC and thus should be designated as a Compound Candidate, ARCHEMIX shall notify the JRC and EYETECH in writing (the “Compound Candidate Notice”), and shall provide to the JRC the data and information demonstrating that the Program Compound, ARCHEMIX Initial Compound or ARCHEMIX Additional Compound satisfies the relevant ESC. At the request of the JRC, ARCHEMIX shall provide the JRC with such additional data as the JRC shall reasonably request. Within [***] days after its receipt of the Compound Candidate Notice, or (as applicable) its receipt of the requested additional data, the JRC shall (i) review the data and information using the relevant ESC, (ii) determine whether such Program Compound, ARCHEMIX Initial Compound or ARCHEMIX Additional Compound satisfies such ESC and (iii) notify the Parties in writing of such determination. If the determination is positive, such Program Compound, ARCHEMIX Initial Compound or ARCHEMIX Additional Compound shall be deemed to have been so designated as a Compound Candidate as of the date of the Compound Candidate determination. Any negative determination shall be accompanied by a detailed explanation of the reasons therefor.

          In the Event that the JRC fails to determine if the Program Compound, ARCHEMIX Initial Compound or ARCHEMIX Additional Compound is a Compound Candidate within such [***] day period, the matter will be resolved in accordance with Section 11.2.1 hereof.

          If it is determined by the JRC or under Section 11.2.1 hereof that the Program Compound, ARCHEMIX Initial Compound or ARCHEMIX Additional Compound does not meet the ESC, the JRC may amend the Annual Research Plan to add performance by ARCHEMIX, as a part of the Research Program and using the resources set forth in the Annual Research Plan, any activities, identified by the JRC as necessary and reasonable to determine if the Program Compound, ARCHEMIX Initial Compound or ARCHEMIX Additional Compound fulfils the ESC, that are susceptible of being performed and resubmit the resulting information to the JRC, whereupon the procedure set forth above shall again apply.

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     3.3 Option and Review Periods.

          3.3.1 Option Period. The option period (the “Option Period”) for each Compound Candidate and its Back-Up, as applicable, commences when it is determined that the Compound is a Compound Candidate and ends, on a Compound Candidate -by-Compound Candidate basis, upon the later of (i) [***] days in the case of a Program Compound identified in the Research Program, and [***] days in the case of a Program Compound that was initially an ARCHEMIX Initial Compound or an ARCHEMIX Additional Compound, after the date of the relevant Compound Candidate determination or the determination pursuant to Section 11.2.1 hereof that a Program Compound meets the ESC and (ii) [***] days after the date of receipt by EYETECH of the initial quantity of Material and all of the Development Information that has been developed as of the date of delivery of the initial quantity of Material for that Compound Candidate or Back-Up, as applicable, contemplated in Section 3.2 above.

     3.4 Exercise of Option. EYETECH may exercise a License Option and accept a Program Compound for further Development and Commercialization, either for itself or on behalf of any of its Affiliates, by delivery to ARCHEMIX, within the relevant Option Period for such License Option, of a written notice of exercise (an “Exercise Notice”), specifying the Program Compound as to which such License Option is being exercised and by paying (i) the entire payment for Milestone (A) set forth in Section 5.3.1 for each Exercise Notice; it being understood that for VEGF Products the Milestones and Payments set forth in Section 5.4.1 shall apply. In addition, EYETECH may designate a Program Compound as a Compound Candidate at any time and may exercise its License Option with respect to an ARCHEMIX Initial Compound that has become a Program Compound, Program Compound, or ARCHEMIX Additional Compound that has become a Program Compound at any time before the Option Period begins, regardless of whether the Compound meets the ESC, unless it has become a Refused Candidate or is directed to a Refused Target.

     3.5 Back-Ups.

          3.5.1 Delivery of a Back-Up for each Compound Candidate. As directed by the JRC, for each Compound Candidate provided to EYETECH by ARCHEMIX, ARCHEMIX will

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use diligent and commercially reasonable efforts, consistent with those customary in the industry, to deliver to EYETECH an Aptamer in addition to the Compound Candidate as a follow-up Aptamer against the Target, which is distinct in chemical structure from the Compound Candidate (“Back-Up”). ARCHEMIX’s activities to identify a Back-Up shall be performed as a part of the Research Program using the resources set forth therein and the Annual Research Plan shall be amended accordingly. The rights and obligations of the Parties relating to a Back-Up shall be identical to those applicable to the accompanying Compound Candidate, except as otherwise expressly provided herein.

          3.6 Back-Up Notices. EYETECH shall notify ARCHEMIX in writing in the event EYETECH chooses to replace a Compound Candidate, Lead Compound or Development Compound with the applicable Back-Up or to develop the Back-Up in addition to the Compound Candidate, Lead Compound or Development Compound. Subsequent to such notice, as applicable, any reference to the Compound Candidate, Lead Compound or Development Compound shall be deemed to include or to be made to the Back-Up for the purposes of this Agreement.

          3.7 Refused Candidate. If EYETECH does not exercise its License Option with respect to a particular Compound Candidate or its Back-Up within the Option Period for such Compound Candidate, then the applicable License Option shall expire and such Compound Candidate and its Back-Up shall be a Refused Candidate, and ARCHEMIX will thereafter, subject to its obligations under Sections 4.2.3 and 4.2.5.1, be free to exercise all of its rights with respect to the Refused Candidate at is own costs and expense; provided, however, that nothing contained in this Section 3.7 shall be deemed to constitute a license under any EYETECH Technology or EYETECH Program Technology. In addition, if there are no other Program Compounds directed to the Target against which the Refused Candidate is directed and Aptamers against such Target are not the subject of activities in the Research Program or the EYETECH Development Program, then the Target against which the Refused Candidate is directed shall be a Refused Target without further action by the Parties. However, Refused Candidates directed against VEGF can only be used by Archemix outside of the Field and the Local Delivery Field.

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Nothing in this Agreement shall provide Archemix with the right, and ARCHEMIX hereby covenants not to use Aptamers directed against VEGF in the Field or in the Local Delivery Field.

ARTICLE 4  LICENSES; DEVELOPMENT AND COMMERCIALIZATION

     4.1 Evaluation License to EYETECH. Solely for the purpose of evaluating the efficacy of Compounds for Indications, during the Research Term, ARCHEMIX hereby grants to EYETECH a non-exclusive, royalty-free license, sublicensable only to its Affiliates and Service Providers, in the Territory under the ARCHEMIX Technology, ARCHEMIX Program Technology, ARCHEMIX Program Patents, ARCHEMIX’s interest in the Joint Program Technology and Joint Program Patents, and any ARCHEMIX Valid Claim covering an ARCHEMIX Proprietary Target to which such Compounds are directed, to use and practice the ARCHEMIX Technology, ARCHEMIX Program Technology, Joint Program Technology, ARCHEMIX Proprietary Target and manufacture or have manufactured such Compounds,; provided, however, that no license is granted to EYETECH (i) under any ARCHEMIX Valid Claim relating to any ARCHEMIX Proprietary Target, except as expressly provided in this Section 4.1 or (ii) to use or practice the SELEX Process.

     4.2 Development and Commercialization License Grants to EYETECH; Exclusivity.

          4.2.1 License. Effective upon each exercise of a License Option by EYETECH for a Program Compound or Compound Candidate hereunder, ARCHEMIX hereby grants to EYETECH an exclusive, royalty-bearing (during the applicable Royalty Term only) license in the Territory, with the right to grant sublicenses as set forth in Section 4.2.2 below, under the ARCHEMIX Technology, ARCHEMIX Program Technology, ARCHEMIX Program Patents and ARCHEMIX’s interest in the Joint Program Technology and Joint Program Patents, and under any ARCHEMIX Valid Claim covering an ARCHEMIX Proprietary Target to which such Lead Compound is directed, to Develop, modify, manufacture, have manufactured, export, import, use, sell and offer to sell, Compound Products in the Field incorporating such Lead Compound and all Back Ups relating to such Lead Compound; provided, however, that no license is granted to EYETECH under any claim of any ARCHEMIX Patent or ARCHEMIX Program Patent (i) under any ARCHEMIX Valid Claim relating to any ARCHEMIX Proprietary

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Target, except as expressly provided in this Section 4.2.1 or (ii) to use or practice the SELEX Process. The foregoing license is granted for an unlimited number of Lead Compounds for which the License Option is duly exercised and an unlimited number of instances during the Term. Upon each exercise of a License Option by EYETECH, ARCHEMIX will provide a complete list of all patents it controls that, but for the grant of the license, would be infringed by the manufacture, use, sale, offer for sale or import of the anticipated Compound Products in the Field to which such Lead Compound is directed. ARCHEMIX shall provide updates to such list as requested by EYETECH.

          4.2.2 Sublicense Rights. Subject to the terms of this Agreement, EYETECH shall have the right to grant sublicenses solely under the license granted pursuant to Section 4.2.1 above and Section 4.13.1 below. EYETECH shall give ARCHEMIX prompt written notice of each sublicense under this Agreement along with a true, correct and complete copy of such sublicense promptly following execution thereof by the parties thereto with financial and other information redacted that is not required to enable ARCHEMIX to fulfill its reporting obligations to Gilead under the Gilead-Archemix License. Any such sublicense shall contain provisions for the assignment to ARCHEMIX of EYETECH’s interest therein upon termination of this Agreement, subject to the last sentence of this Section 4.2.2, unless the termination of this Agreement arises out of the action or inaction of such Sublicensee or the Sublicensee is then in breach of its obligations under such sublicense, in which case ARCHEMIX, at its option, may terminate such sublicense. Each sublicense shall also contain provisions which obligate such Sublicensee to comply with terms, conditions, agreements and obligations that are consistent with the terms, conditions, agreements and obligations to which EYETECH is subject under this Agreement. ARCHEMIX hereby agrees to accept such assignment and that such sublicense, as assigned, will remain in full force and effect, provided that ARCHEMIX shall have no obligation thereunder except to maintain the continued effectiveness of the sublicense.

          4.2.3 Exclusivity for Compounds. ARCHEMIX hereby agrees that (A) neither ARCHEMIX nor its Affiliates will use, make, have made, offer to sell, sell, import, license or otherwise distribute any Compound Candidate, Lead Compound or Back-Ups anywhere in the Territory, regardless of whether inside or outside the Field unless the same shall have become a

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Refused Candidate, (B) so long as EYETECH meets or is excused from making Diligent Efforts to Develop and Commercialize a Development Compound or Compound Product under Section 4.8.1, neither ARCHEMIX nor its Affiliates will at any time during the Collaboration Term, even if this Agreement has been terminated, use, license, import, manufacture, have manufactured, offer to sell or sell any Lead Compound Equivalent to such Development Compound or Compound Product, which was in its Control on the Effective Date or over which it later obtains Control, in the Field, unless such Development Compound or Compound Product has become a Refused Candidate and (C) neither ARCHEMIX nor its Affiliates will at any time use, make, have made, offer to sell, sell, import, license or otherwise distribute NX1838. Nothing contained in this Agreement shall restrict ARCHEMIX from using, licensing, importing, making, selling or otherwise dealing with (i) any Aptamer Equivalent of any Compound or Back-Up outside the Field, (ii) any Aptamer or Aptamer Equivalent in the Field directed to a Refused Target or its ligands, subject to EYETECH’s enforcement rights set forth in Section 8.3.1 or (iii) Aptamers against a target that has been deferred by EYETECH for inclusion in the Research Program and its ligands for any indication in the Field if EYETECH confirms in writing that it is contractually restricted from researching, Developing or Commercializing Aptamers directed to such target, which written confirmation shall be provided by EYETECH upon ARCHEMIX’s request without undue delay, subject to EYETECH’s enforcement rights set forth in Section 8.3.1.

          4.2.4 Negative Covenant. Without limiting any of the other terms, conditions or limitations contained herein, EYETECH shall not (a) develop, modify, manufacture, have manufactured, export, import, use, sell or offer to sell any products containing any Excluded Aptamer (other than NX1838), (b) develop, modify, manufacture, have manufactured, export, import, use, sell or offer to sell any Excluded Aptamer (other than NX1838), or (c) develop, modify, manufacture, have manufactured, export, import, use, sell or offer any Aptamer for In Vitro Diagnostics, as In Vivo Diagnostic Agents or as Radio Therapeutics or (d) develop, modify, manufacture, have manufactured, export, import, use, sell or offer to sell any Aptamer outside the Field, except for a VEGF Product in the Local Delivery Field. For the avoidance of any doubt, nothing in this Section 4.2.4 shall limit EYETECH’s ability to develop, modify, manufacture, have manufactured, import, use, sell or offer to sell any products (other than VEGF

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Products outside the Field and the Local Delivery Field) for which EYETECH has obtained rights from a third party under the SELEX Portfolio.

          4.2.5 Exclusivity between the Parties in the Field. In addition to the restrictions set forth in Sections 2.5, 3.2(a), 4.2.3 and 4.2.4:

               4.2.5.1 ARCHEMIX Obligation. During the Research Term and so long as EYETECH meets or is excused from meeting the EYETECH Diligence Goal and is fulfilling its obligations under Section 4.8.1, (A) ARCHEMIX shall not commence a research program (other than as contemplated by the Research Program) in collaboration with any Third Party involving the identification, optimization, research, development, licensing or sale of Aptamers in the Field, and (B) ARCHEMIX shall not grant rights in the Field to any Third Party with respect to Aptamers directed to a target that is not a Refused Target and (C) ARCHEMIX shall not grant rights in the Field to any Third Party with respect to Aptamers directed to a Target that is selected for work in the Research Program or its Target Binding Partner as long as any Aptamer against such Target, or efforts to identify such Aptamer, is included in the Research Program. During the Collaboration Term and thereafter for as long as EYETECH is under a current obligation to pay royalties to ARCHEMIX, or is making Diligent Efforts to Develop a Lead Compound, Development Compound or Compound Product which if Commercialized would result in a future obligation to pay royalties to ARCHEMIX, if EYETECH meets or is excused from making Diligent Efforts to Develop and Commercialize a Lead Compound, Development Compound or Compound Product under Section 4.8.1, ARCHEMIX shall not, alone or in collaboration with Third Parties, Develop or Commercialize or grant rights to Third Parties to Develop or Commercialize any Aptamers in the Field directed against the same Target or Target Binding Partner against which such Lead Compound, Development Compound or Compound Product is directed. The preceding sentence of this Section 4.2.5.1 shall survive the termination or expiration of this Agreement.

               4.2.5.2 EYETECH Obligation. Except as set forth in Section 4.2.5.3, during the Research Term EYETECH will not conduct any research in the Field or enter into any agreement in the Field with a Third Party with respect to research, development or commercialization of any Alternate Therapy (defined below) directed to a prospective Target

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unless EYETECH has first presented such Target to the JRC pursuant to Section 2.5 and ARCHEMIX’s representatives to the JRC have elected not to include such Target in the Research Program. For purposes of this Section 4.2.5.2, an Alternate Therapy is any molecule or combination of molecules directed to a Target other than VEGF, including, without limitation, any antibody and antibody fragment.

               4.2.5.3 Exceptions to EYETECH Obligations. Notwithstanding the foregoing, EYETECH may conduct research or enter into an agreement in the Field with a Third Party (i) to develop any molecule against any potential target that JRC determines is a target not amenable to intervention using an Aptamer, or (ii) to develop any molecule against any potential Target proposed by EYETECH and refused by ARCHEMIX for inclusion in the Research Program pursuant to Section 2.5 or (iii) to develop a small molecule compound against any potential Target, or (iv) to license any molecule against any potential Target if EYETECH reasonably believes that such molecule is at least a year closer to the filing of an NDA than any Aptamer against such potential Target being researched or Developed in the Research Program or the EYETECH Development Program (it being understood that a lead compound candidate against a target available for licensing shall be deemed a year closer to NDA filing if no Lead Compound against the same target has been entered into the Research Program), or (v) if EYETECH has established an internal research program against a target as of the Effective Date provided however, that if EYETECH takes any action described in the preceding clauses (i), (iii), (iv) and (v), EYETECH will notify ARCHEMIX of the potential Target involved and the indication for which EYETECH is developing or licensing such molecule and (a) the potential Target involved and the ligands that bind to it will become a Refused Target, and (b) ARCHEMIX will be free to discover, develop and commercialize any Aptamer for such indication against such potential Target and its Target Binding Partner, notwithstanding any other provision of this Agreement, all without any further action of the Parties. In addition, if EYETECH confirms in writing that it is contractually restricted from researching, Developing or Commercializing Aptamers directed to such target which written confirmation shall be provided upon ARCHEMIX’s request without undue delay, then the target of such Aptamer and ligands that bind to it shall become a Refused Target.

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               4.2.6 Technology Transfer. During the Term, promptly after the effectiveness of the applicable licenses under Section 4.2.1, ARCHEMIX shall disclose to EYETECH all ARCHEMIX Technology which is necessary or useful for EYETECH and licensed to EYETECH under Section 4.2.1 relating to the Compound Candidate, as applicable, whether in human or machine readable form, all such information to be included in the ARCHEMIX Technology; provided that the information to be disclosed shall not include the SELEX Process or any ARCHEMIX Patents, ARCHEMIX Know-How or ARCHEMIX Program Patents covering or embodied in the SELEX Process. ARCHEMIX acknowledges that the information that EYETECH desires to receive pursuant to this Section 4.2.6 is information that would be necessary or useful to EYETECH in maximizing the value of the Compound Candidate, Lead Compound and the resulting Compound Products.

          4.3 Grant to ARCHEMIX.

               4.3.1 Research License. EYETECH hereby grants to ARCHEMIX a non-exclusive, royalty-free, license, sublicensable solely to its Affiliates and Service Providers, in the Territory under the ARCHEMIX Technology that is exclusively licensed to EYETECH hereunder and a royalty-free, non-exclusive license in the Territory under the EYETECH Technology, EYETECH Program Technology, EYETECH Program Patents and any EYETECH interest in the Joint Program Technology and Joint Program Patents to use and practice the EYETECH Technology, EYETECH Program Technology and Joint Program Technology, in each case only in the Field and solely to perform ARCHEMIX’S obligations and responsibilities under this Agreement during the Research Term.

               4.3.2 ARCHEMIX Option. Subject to the restrictions of Section 4.2.3 hereof, EYETECH hereby grants to ARCHEMIX: (1) an option for a royalty-free, non-exclusive license (the “ARCHEMIX License Option”) in the Territory, with the right to grant sublicenses to Collaborators, under the EYETECH Program Technology, EYETECH Program Patents, any EYETECH interest in the Joint Program Technology and Joint Program Patents, the EYETECH Development Program Technology and the EYETECH Development Program Patents to make, use, sell, offer to sell and import Refused Candidates and Aptamer Equivalents of Compounds outside the Field and Aptamer Equivalents of Compounds against

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VEGF outside the Field and the Local Delivery Field. Notwithstanding the foregoing, EYETECH shall have no obligation to disclose EYETECH Development Program Technology that is not covered by EYETECH Development Program Patents to ARCHEMIX.

          4.3.3 Exercise of Option. ARCHEMIX may exercise an ARCHEMIX License Option by delivery to EYETECH of a written notice of exercise (an “Exercise Notice”), specifying the Refused Candidate or Aptamer Equivalent of a Compound or Aptamer Equivalents of Compounds against VEGF outside the Field and Local Delivery Field as to which such License Option is being exercised. In the event ARCHEMIX will be responsible for any payment to EYETECH pursuant to the last two sentences of Section 4.3.4 or under the last sentence of Section 4.13.2, Eyetech will so notify ARCHEMIX in writing within ten (10) days of receipt of the Exercise Notice, including the details of all said payments and the technology to which it pertains, and ARCHEMIX will have the option to exclude any technology subject to such payment from the license grant by written notice to EYETECH given within thirty (30) days of EYETECH’s notice to ARCHEMIX. Eyetech shall only grant a sublicense to ARCHEMIX under any Third Party license to the extent the grant of such sublicense is permitted under EYETECH’s license.

          4.3.4 Payment. ARCHEMIX shall make the following payments to EYETECH in consideration of the licenses obtained through exercise of options under Section 4.3.3: (1) a one-time payment of U.S. $[***] upon the first exercise of such option; (2) U.S. $[***] annual maintenance fee upon each anniversary of the first license grant until the first commercial sale of the first product covered by any such license; and (3) U.S. $[***] upon the first commercial sale of the first product covered by any such license. ARCHEMIX hereby agrees to pay to EYETECH in full any and all Third Party royalties and all other payments which EYETECH owes to its licensors with respect to any license or sublicense granted by EYETECH to ARCHEMIX under this Agreement. Such payments shall be due and payable by ARCHEMIX on or before the date they are payable by EYETECH.

     4.4 Commencement of the Development Program. As soon as practicable after the effectiveness of a license under Section 4.2 hereof relating to a Lead Compound, but in no event later than [***] days thereafter, EYETECH shall commence an EYETECH Development

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Program with respect to such Lead Compound. EYETECH will have sole authority and responsibility for, and bear the cost of, conducting the EYETECH Development Program with respect to the Lead Compound. The Parties will agree on reasonable and appropriate measures by which manufacturing or synthesis, if any, of the Lead Compound previously being undertaken by ARCHEMIX shall be transitioned to EYETECH following the effective date of such license. The objective of both Parties will be to accomplish a smooth and timely transition. At ARCHEMIX’s fully loaded cost determined in accordance with ARCHEMIX’s normal accounting practices and United States generally accepted accounting principles (“GAAP”), and upon EYETECH’s request ARCHEMIX shall provide all or part of the amounts of such Lead Compound substance then in its possession accompanied by a document setting forth the sequence of the Lead Compound and any analytic information with respect thereto which ARCHEMIX has available. ARCHEMIX shall make no warranty other than as expressly set forth in such document.

     4.5 Abandonment of a Lead Compound. EYETECH shall have the right to abandon a Lead Compound and/or all of its Back-up Compounds, in which event its licenses thereto shall automatically terminate. In such case, no further milestone or other payments shall be due and payable with respect to that Lead Compound and/or its Back-ups, as applicable, hereunder and such Lead Compound and/or its Back-ups shall collectively become a Refused Candidate. For clarity, unless EYETECH abandons the Lead Compound as well as all of its Back-ups none of the aforesaid Compounds shall become a Refused Candidate. The provisions of Section 9.7 shall apply to any Lead Compound and its Back-ups for which EYETECH’s license is terminated, except that the license grant for EYETECH Technology shall not be free of charge, and instead shall be on commercially reasonable terms to be agreed upon. In addition, if there are no other Program Compounds directed to the Target of the Refused Candidate and Aptamers against such Target are not the subject of activities in the Research Program or the EYETECH Development Program, then the Target of the Refused Candidate shall be a Refused Target without further action by the Parties.

     4.6 Registration Dossiers for Regulatory Approvals; ARCHEMIX Data. EYETECH shall be solely responsible for and authorized to prepare and submit registration dossiers for

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Regulatory Approval of the Lead Compound (and any resulting Development Compound and/or Compound Product). ARCHEMIX shall provide EYETECH with all information in its Control relating to such Lead Compound and EYETECH shall have the right to use and reference that information in connection with preparation and submission of regulatory dossiers. All Regulatory Approvals shall be held by and in the name of EYETECH, and EYETECH shall own all submissions in connection with them and such submissions shall constitute the Confidential Information of EYETECH regardless of the absence of any markings thereon.

          4.6.1 Principal Interface. All formulary or marketing approvals shall be obtained by and in the name of EYETECH, and EYETECH will be the principal interface with and will otherwise handle all interactions with Regulatory Authorities concerning any Development Compound and/or Compound Product including, to the extent legally possible, being the sole contact with such agencies.

          4.6.2 Regulatory Meetings. EYETECH will have sole control as to the regulatory strategy and regulatory decision-making for any Development Compound and/or Compound Product.

     4.7 Manufacturing and Supply. EYETECH is exclusively authorized and responsible for the manufacture and supply of all Development Compound and/or Compound Product as necessary for the conduct of the EYETECH Development Program and for all commercial purposes in the Territory. Further, EYETECH is exclusively authorized and responsible for formulation, packaging and labeling including but not limited to package inserts and leaflets for Compound Products.

     4.8 Diligence in Development and Commercialization.

          4.8.1 Diligence. EYETECH shall use Diligent Efforts to Develop, obtain Regulatory Approval, and Commercialize each Lead Compound in all commercially significant parts of the Territory, including, without limitation maintaining sufficient facilities, resources and personnel to fulfil its obligations under this Agreement. Without limiting the generality of the foregoing, EYETECH will diligently conduct the activities set forth in Appendix 3, as amended from time-to-time, and will notify ARCHEMIX when such activities are completed.

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If EYETECH abandons the Development or Commercialization of a Lead Compound, it will so notify ARCHEMIX, whereupon the license for such Lead Compound will terminate and, unless EYETECH is pursuing a Back-up, such Lead Compound will become a Refused Candidate for all purposes of this Agreement and the provisions of Section 9.7 shall apply to any Lead Compound and its Back-ups for which a license is terminated; except that the license grant for EYETECH Technology shall not be free of charge, and instead shall be on commercially reasonable terms to be agreed upon . In addition, if there are no other Program Compounds directed to the Target of the Refused Candidate and Aptamers against such Target are not the subject of activities in the Research Program or the EYETECH Development Program, then the Target of the Refused Candidate shall be a Refused Target without further action by the Parties, unless the Target is VEGF, in which event VEGF will not become a Refused Target. Nothing in this Section 4.8.1 shall be deemed to give ARCHEMIX any rights in the Field or the Local Delivery Field to Refused Candidates directed against VEGF.

          4.8.2 Gilead Reversion of Rights. EYETECH acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix License, ARCHEMIX’s rights in the ARCHEMIX Technology may revert to Gilead or the UTC if ARCHEMIX, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of products and services utilizing the technology licensed to ARCHEMIX under the Gilead-Archemix License, including, the ARCHEMIX Technology.

          4.8.3 Reporting. EYETECH shall keep ARCHEMIX fully informed with respect to its diligence obligations, including without limitation, thorough reports to ARCHEMIX as described below, providing ARCHEMIX with copies of all Regulatory Filings and by meeting with ARCHEMIX at ARCHEMIX’s request, but no more than once semi-annually. On or before February 15 and August 15, commencing August 15, 2004, EYETECH shall provide a semi-annual progress report to ARCHEMIX, each report covering the [***] month period preceding the due date of the report. Each report shall describe the progress made by EYETECH, its Affiliates or Sublicensees toward the commercial development of any Compound Products. Such report shall include at a minimum, information reasonably sufficient to enable ARCHEMIX to satisfy its reporting obligations to Gilead under the Gilead-

Confidential

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Archemix License with respect to this Agreement, including any reporting obligations of the U.S. Government, and to assess the progress made by EYETECH toward meeting the diligence requirements of this Section 4.8

     4.9 Section 365(n) of the Bankruptcy Code.

          4.9.1 Intellectual Property; Embodiments. All rights and licenses granted under or pursuant to any Section of this Agreement, including this Article 4, are rights to “intellectual property” as defined in Section 101(35A) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”). Each Party hereby acknowledges that (i) copies of research data, (ii) laboratory samples, (iii) product samples, (iv) formulas, (v) laboratory notes and notebooks, (vi) data and results related to clinical trials, (vii) regulatory filings and approvals, (viii) rights of reference in respect of regulatory filings and approvals, (ix) pre-clinical research data and results, and (x) marketing, advertising and promotional materials, in each case, that relate to such intellectual property, constitute “embodiments” of such intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and each Party hereby grants to the other a right of access and right to obtain possession of and to benefit from such embodiments in the event of any rejection of this Agreement in any proceeding by or against such Party under the Bankruptcy Code. Each such Party agrees not to interfere with the other’s exercise, pursuant to Section 365(n) of the Bankruptcy Code, of rights and licenses to intellectual property licensed hereunder and embodiments thereof and agrees to use reasonable efforts, at the other’s expense, to assist the other to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary for the other to exercise, pursuant to Section 365(n) of the Bankruptcy Code, such rights and licenses.

          4.9.2 Royalty Payments. The Parties acknowledge and agree that the royalty payments payable by EYETECH and ARCHEMIX under Sections 5.2.1 and 5.2.2 and the milestone payments payable under Sections 5.3 and 5.4 constitute “royalty payments” under Section 365(n) of Title 11 of the United States Code with respect to the licenses granted by ARCHEMIX to EYETECH under Sections 4.1, 4.2 and 4.13 and by EYETECH to ARCHEMIX pursuant to Section 4.13 and that such licenses are otherwise royalty-free. All

Confidential

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other payments due from EYETECH to ARCHEMIX hereunder, for purposes of Section 365(n) of the Bankruptcy Code, constitute payments in consideration of ARCHEMIX’s performance of its obligations hereunder.

     4.10 Use of Compound Supplied by ARCHEMIX. Notwithstanding any other provision of this Agreement, EYETECH acknowledges that any Compound supplied by ARCHEMIX, including without limitation the Materials, hereunder will not have been manufactured under cGMP or cGLP. The restrictions under of Section 3.2(e) hereof pertaining to Materials, will also govern EYETECH’s use of any Compound provided by ARCHEMIX.

     4.11 URC License. The Parties acknowledge and agree that, in the event of any termination of the URC License Agreement, the licenses granted to EYETECH hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that EYETECH is not then in breach of this Agreement and EYETECH agrees to be bound to UTC as the licensor under the terms and conditions of this Agreement.

     4.12 Gilead-Archemix License. The Parties further acknowledge and agree that, in the event of any termination of the Gilead-Archemix License, the licenses granted to EYETECH hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License provided that EYETECH agrees to be bound to Gilead as the licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License arises out of the action or inaction of EYETECH, Gilead, at its option, may terminate such license.

     4.13 Cross Licenses for VEGF. The Parties agree that, as between them, EYETECH shall have the exclusive right to Develop and Commercialize Aptamers against VEGF in the Field and in the Local Delivery Field, and that ARCHEMIX shall have the exclusive right to Develop and Commercialize Aptamers (other than NX1838) against VEGF in all other fields. To achieve this agreement: Furthermore, the Parties agree that the licenses granted under this Section 4.13 shall not be subject to any diligence requirement (including without limitation any obligation to use Diligent Efforts to develop or commercialize any Product) otherwise set forth in this Agreement.

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          4.13.1 To the extent that ARCHEMIX has, as of the Effective Date, or acquires during the Term of this Agreement the right to do so, ARCHEMIX shall and hereby does grant to EYETECH an exclusive, royalty-bearing (during the applicable Royalty Term only) license in the Territory, with the right to grant sublicenses, under the ARCHEMIX Patents, ARCHEMIX Program Patents and ARCHEMIX’s interest in Joint Program Patents to discover, Develop, modify, manufacture, have manufactured, export, import, use, sell and offer to sell, VEGF Products in the Field and the Local Delivery Field. For the avoidance of doubt, 1) the royalty due to ARCHEMIX on any EYETECH VEGF Product will be independent of the extent of ARCHEMIX’s specific contribution to such VEGF Product and 2) the prohibition on the use of the SELEX Process set forth in Section 4.1 and 4.2.1 do not apply to this Section 4.13.1. EYETECH hereby agrees to pay to ARCHEMIX in full any and all Third Party royalties and all other payments which ARCHEMIX owes to its licensors with respect to any license or sublicense granted by ARCHEMIX to EYETECH under this Agreement. Such payments shall be due and payable by EYETECH on or before the date they are payable by ARCHEMIX.

          4.13.2 To the extent that EYETECH has, as of the Effective Date, or acquires during the Term of this Agreement the right to do so, EYETECH shall and hereby does grant to ARCHEMIX an exclusive, royalty-bearing (during the applicable Royalty Term only) license in the Territory, with the right to grant sublicenses, under the EYETECH Patents, EYETECH Program Patents and EYETECH’s interest in Joint Program Patents to discover, Develop, modify, manufacture, have manufactured, export, import, use, sell and offer to sell, VEGF Products outside the Field and the Local Delivery Field, excluding NX1838. For the avoidance of doubt, the royalty due to EYETECH on any ARCHEMIX VEGF Product will be independent of the extent of EYETECH’s specific contribution to such VEGF Product. ARCHEMIX hereby agrees to pay to EYETECH in full any and all Third Party royalties and all other payments which EYETECH owes to its licensors with respect to any license or sublicense granted by EYETECH to ARCHEMIX under this Agreement. Such payments shall be due and payable by ARCHEMIX on or before the date they are payable by EYETECH.

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          4.13.3 To the extent that it has or acquires the right to do so, EYETECH hereby grants to ARCHEMIX a non-exclusive, non-royalty bearing, research license, sublicensable only to its Affiliates and Service Providers, solely to discover and optimize VEGF Aptamers, excluding NX1838, for use in the Field and the Local Delivery Field as directed by the JRC.

          4.13.4 In order to assure the exclusivity of the rights granted in Sections 4.13.1 and 4.13.2, ARCHEMIX agrees it will not develop or sell any VEGF Product for use in the Field or the Local Delivery Field and EYETECH agrees it will not develop or sell any VEGF Product, excluding NX1838, unless such VEGF Product is for use in the Field or in the Local Delivery Field.

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ARTICLE 5 PAYMENTS

     5.1 Up-front Fees. Within ten (10) business days of the Effective Date, EYETECH shall deliver to ARCHEMIX One Million and five hundred thousand U.S. Dollars ($1,500,000).

5.2 Royalties.

          5.2.1 Royalty Rates for Compound Products. During the Royalty Term applicable to a Compound Product that is not a VEGF Product, EYETECH shall pay to ARCHEMIX the following royalties on Net Sales of such Compound Product, other than VEGF Products, during each Contract Year:

Range of Net Sales applicable to such	Royalty Percentage
Compound Product in such Contract Year	applicable to such Range
[***]	[***] percent ([***]%)
[***]	[***] percent ([***]%)
[***]	[***] percent ([***]%)

          For example, if worldwide Net Sales in a Contract Year totaled $[***] for Compound Product A and $[***] for Compound Product B, EYETECH would pay ARCHEMIX (A) $[***] in royalties for Compound Product A arising in that Contract Year (calculated as $[***] multiplied by [***], plus $[***] million multiplied by [***], plus $[***] multiplied by [***]) and (B) $[***] in royalties for Compound Product B arising in that Contract Year (calculated as $[***] multiplied by [***]). The same calculation would be performed again for the subsequent Contract Years.

          Royalty payments under this Section 5.2.1 shall continue on a country-by-country basis for the applicable Royalty Term; provided, however, that the royalty payments otherwise payable under this Section 5.2.1 as to such country shall be reduced by [***] percent ([***]%) during portions of any Royalty Term in which (1) no ARCHEMIX Valid Claim exists with

Confidential

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respect to (i) the use of the SELEX Process necessary to identify such Compound Product in the country in which such Compound Product is manufactured or sold; or (ii) the use, manufacture, sale or import of a Compound Product in the country in which such Compound Product is manufactured or sold and (2) there exists no pending claim of an ARCHEMIX Patent, ARCHEMIX Program Patent or Joint Program Patent, with respect to (i) the use of the SELEX Process necessary to identify such Compound Product in the country in which such Compound Product is manufactured or sold; or (ii) the use, manufacture, sale or import of such Compound Product in the country in which such Compound Product is manufactured or sold that has been pending for less than [***] years since the earliest priority date of the patent application containing such claim. In no event shall such a pending claim extend the Royalty Term beyond [***] years from the earliest priority date of the application in which such claim is pending.

          5.2.2 Royalty Rates for VEGF Products. During the Royalty Term applicable to a VEGF Product,

               (a) EYETECH shall pay to ARCHEMIX the following royalties on Net Sales of such VEGF Product during each Contract Year:

[***]	[***] percent ([***]%)
[***]	[***] percent ([***]%)

               (b) ARCHEMIX shall pay to EYETECH the following royalties on Net Sales of such VEGF Product during each Contract Year:

[***] [***] percent
([***]%)        

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          Royalty payments under this Section 5.2.2 shall continue on a country-by-country basis for the applicable Royalty Term; provided, however, that the royalty payments otherwise payable under this Section 5.2.2 as to such country shall be reduced by [***] percent ([***]%) during portions of any Royalty Term in which no ARCHEMIX Valid Claim exists with respect to the use, manufacture, sale or import of a VEGF Product in the country in which such VEGF Product is manufactured or sold and there exists no pending claim of an ARCHEMIX Patent, ARCHEMIX Program Patent or Joint Program Patent, with respect to the use, manufacture, sale or import of such VEGF Product in the country in which such VEGF Product is manufactured or sold that has been pending for less than [***] years since the earliest priority date of the patent application containing such claim.

          5.2.3 Third Party Royalties. Each of EYETECH and ARCHEMIX, at is respective sole expense, shall pay all royalties or fees owing to any Third Party that such Party determines, in its reasonable business judgment, are necessary in order to exercise its rights hereunder to develop, modify, manufacture, have manufactured, export, import, use, sell and offer to sell, Compound Products or VEGF Products as set forth herein. Each Party shall obtain and pay for any Third Party licenses necessary to practice the rights granted to it herein [***] milestone payments or royalties payable hereunder. Notwithstanding the above, (A) ARCHEMIX shall obtain or pay for any Third Party licenses which, in its sole discretion, it believes are specifically necessary to perform the SELEX Process as required to carry out its obligations under the Research Program, including paying any royalty payments due to the University of Colorado resulting from payments made by EYETECH to ARCHEMIX, (B) subject to EYETECH’s notice obligation under Section 4.3.3, ARCHEMIX hereby agrees to pay to EYETECH in full any and all Third Party royalties which EYETECH owes to its licensors with respect to any sublicense granted by EYETECH to ARCHEMIX pursuant to

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Section 4.3 above and (C) EYETECH hereby agrees to pay to ARCHEMIX in full any and all Third Party royalties which ARCHEMIX owes to its licensors with respect to any sublicense granted by ARCHEMIX to EYETECH for ARCHEMIX Proprietary Targets under licenses granted to ARCHEMIX after the Effective Date. Archemix shall only grant a sublicense to EYETECH under any Third Party license to the extent the grant of such sublicense is permitted under ARCHEMIX’s license.

     In the event EYETECH will be responsible for any payment to ARCHEMIX pursuant to the preceding sentence or the last sentence of Section 4.13.1, ARCHEMIX will so notify EYETECH in writing within [***] days of the proposal of the relevant ARCHEMIX Proprietary Target pursuant to Section 2.5, including the details of all said payments and the technology to which it pertains, and EYETECH will have the option to exclude any technology subject to such payment from the license granted under Sections 4.1 and 4.2 by written notice to ARCHEMIX given within thirty (30) days of ARCHEMIX’s notice to EYETECH.

          5.2.4 Sales Reports. During the Royalty Term for a Compound Product or VEGF Product, the licensed Party shall furnish or cause to be furnished to the licensing Party on a [***] basis a sales report covering sales by the licensed Party, its Affiliates and its Sublicensees during each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) and including the gross amount received and an itemization of deductions permitted by Section 1.71 on a country-by-country basis. With respect to Sales of the Compound Products or VEGF Products invoiced in US Dollars, the Net Sales amounts and the amounts due to the licensing Party hereunder shall be expressed in US Dollars. With respect to sales of the Compound Products or VEGF Products invoiced in a currency other than US Dollars, the Net Sales and amounts due to the licensing Party hereunder shall be expressed in the currency in which they are invoiced, together with the US Dollar equivalent of the amount payable to the licensing Party, calculated using the licensed Party’s

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then-current standard exchange rate methodology for the translation of foreign currency sales into US Dollars. In each Sales Report, the methodology will be disclosed and will be identical to that employed by the licensed Party, generally, in its external financial reporting, as reviewed and approved by its independent auditors and will be in accordance with U.S. generally accepted accounting standards (GAAP) as consistently applied at the licensed Party. The licensed Party shall furnish to the licensing Party appropriate evidence of payment of any tax or other amount required by applicable laws or regulations to be deducted from any royalty payment, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. The licensed Party shall not make any other deduction from such payment. Sales Reports shall be due on the [***] day following the close of each reporting period. Each Sales Report will be accompanied by payment of all royalties due.

          5.2.5 Recordkeeping. Each Party, as licensed Party, shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records of Net Sales and other data relating to Sales Reports and payments required under this Article 5. The licensing Party may, at its own expense, except as specified below, have an independent, certified public accountant, selected by it and reasonably acceptable to the licensed party, review any such records of the licensed Party and its Affiliates and Sublicensees, in the location(s) where such records are maintained by the licensed party or its Affiliates or Sublicensees, upon reasonable notice and during regular business hours and under obligations of confidence, [***] per entity per [***] month period, for the sole purpose of verifying the basis and accuracy of payments made under this Article 5 within the prior [***] month period. If the review of such records reveals that any of the licensed Party, its Affiliates or its Sublicensees has failed to accurately report information pursuant to this Section 5.2, then the licensed Party shall promptly pay to

Confidential

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the licensing Party any corresponding unpaid amounts due under this Article 5, together with interest calculated in the manner provided in Section 5.6 below and if the error exceeds the lesser of $[***] or [***]% of the amount reported by the licensed Party, then the licensed Party shall reimburse the licensing Party for the cost of the audit. Nothing contained herein is intended to waive or limit the licensed Party’s right to contest the accuracy of any review undertaken by the licensing Party.

5.3 Development Milestone Payments by EYETECH for Compounds.

          5.3.1 Milestones and Payments. EYETECH will make the following payments to ARCHEMIX upon the first achievement of the following milestone events with respect to each Compound or Back-Up, other than Compounds or Back-ups against VEGF:

	Payment
Milestone	(in U.S. Dollars)
(A) [***].	$	[***]
(B) [***]	$	[***]
(C) [***]	$	[***]
(D) [***]	$	[***]
(E) [***]	$	[***]
(F) [***] [***]	$	[***]
(G) [***]	$	[***]
(H) [***]	$	[***]

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          EYETECH shall immediately notify ARCHEMIX of the achievement of the above milestone events with respect to each Compound; provided that if a payment is made for Milestone (B), (C), (D), (E) or (F) with respect to a Compound and any of the preceding Milestone payments were not made with respect to such Compound, such earlier Milestone payments shall be made concurrently therewith (e.g. if Milestone (F) is achieved, but Milestone (E) was never achieved or paid, the payments for Milestone (E) and (F) shall be made concurrently). For the avoidance of doubt, in no event shall any of the foregoing milestones be paid more than once for any Compound, even if such Compound is approved or utilized for different Indications than first approved or utilized.

          5.3.2 Attainment of Milestones for Development Compounds. The milestone payments specified above shall be payable at the first achievement of a milestone by each Compound. Except as provided in Section 5.3.3 below, multiple payments for achieving the milestone events specified above shall be payable if EYETECH develops both the Lead Compound and a Back-Up; provided, however, that (i) EYETECH shall pay [***] milestone payment upon the occurrence of the milestone event specified in [***] of Section 5.3.1 above with respect to any Lead Compound and all of the Back-Ups related thereto; and (ii) if EYETECH develops both the Lead Compound and a Back-Up, EYETECH shall pay [***] of the milestone payments specified above until such time as the second of the Lead Compound or the Back-Up achieves the milestone event specified in [***] of Section 5.3.1 above, at which time EYETECH shall pay [***] for such [***] Compound to the extent those payments were not previously made or applicable and subsequently pay the [***] for such second Compound, as those milestones are satisfied with respect to such second Compound.

          5.3.3 Abandonment of a Compound; Effect on Back-Up Milestone Payments. If the Development or Commercialization of a Compound is abandoned during the Term for any reason (in which event, the provisions of Section 4.5 hereof would apply) after any one or more of the foregoing milestone payments are made, and a Back-Up is developed to replace the abandoned Compound, then no milestone payment shall be required with respect to the Back-Up to the extent that that milestone payment has already been made with respect to the abandoned Compound.

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     5.4 Development Milestone Payments for VEGF Products.

          5.4.1 Milestones and Payments. EYETECH and ARCHEMIX will each make the following payments to the other upon the first achievement by it of the following milestone events with respect to each VEGF Product :

	Payment
Milestone	(in US Dollars)
(a) [***]	$	[***]
(b) [***]	$	[***]
(c) [***]	$	[***]
(d)[***]	$	[***]
(e)[***]	$	[***]
(f) [***]	$	[***]

          The Party developing the VEGF Product shall immediately notify the other Party of the achievement of the above milestone events with respect to each VEGF Product; provided that if a payment is made for Milestone (b), (c), (d), (e) or (f) with respect to a VEGF Product and any of the preceding Milestone payments were not made with respect to such VEGF Product, such earlier Milestone payments shall be made concurrently therewith (e.g., if Milestone (d) is achieved, but Milestone (c) was never achieved or paid, the payments for Milestone (c) and (d) shall be made concurrently). For the avoidance of doubt, in no event shall any of the foregoing milestones be paid [***] by either Party for any VEGF Product, even if such VEGF Product is approved or utilized for different Indications than first approved or utilized.

          5.4.2 Attainment of Milestones for VEGF Products. The milestone payments specified above shall be payable by a Party at the first achievement of a milestone by each

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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VEGF Product. Except as provided in Section 5.4.3 below, multiple payments for achieving the milestone events specified above shall be payable if a Party develops both the Lead Compound and a Back-Up; provided, however, that if the Party develops both the Lead Compound and a Back-Up, the Party shall pay to the other Party [***] of the milestone payments specified above until such time as the second of the Lead Compound or the Back-Up achieves the milestone event specified in [***] of Section 5.4.1 above, at which time the Party shall pay to the other Party [***] of milestones (a), (b) and (c) for [***] Compound to the extent those payments were not previously made or applicable and subsequently pay the [***] for such second Compound, as those milestones are satisfied with respect to such second Compound.

          5.4.3 Abandonment of a VEGF Product. If the Development or Commercialization of a VEGF Product is abandoned by a Party during the Term for any scientific, medical or commercial reason after any one or more of the foregoing milestone payments are made, and another Aptamer against VEGF for use in the same indication is developed to replace the abandoned VEGF Product, then no milestone payment shall be required with respect to the replacement Aptamer to the extent that that milestone payment has already been made with respect to the abandoned VEGF Product.

          5.4.4 Equity Investment Option. On or after the Effective Date, ARCHEMIX and EYETECH agree that it is their mutual intent that EYETECH will purchase [***] dollars ($[***]) of Stock of ARCHEMIX on terms that are pari passu with terms granted to other investors in the first round of financing to occur following September 1, 2004; provided, however, that neither Party shall have any obligation with respect to such obligation unless it is mutually agreed at the time.

     5.5 Currency. All payments shall be made in the United States in US Dollars, regardless of the country in which products are sold.

     5.6 Invoices; Late Payments. Payments of milestones shall be due within [***] business days of the achievement of the milestone. In case of any delay in payment by either Party to the other Party not occasioned by Force Majeure or a good faith dispute regarding the

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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amount due, interest on the unpaid amount at the lesser of (i) the Prime Rate in effect at the close of business on the date the applicable payment was due, as reported in The Wall Street Journal, plus [***] percent ([***]%), compounded annually, or (ii) the highest rate permitted by applicable law shall be payable by the paying Party from the due date through the date of payment in full.

ARTICLE 6 CONFIDENTIALITY

     6.1 Confidential Information. All Confidential Information disclosed by a Party to the other Party during the Term of this Agreement shall not be used by the receiving Party except in connection with the activities contemplated by this Agreement, shall be maintained in confidence by the receiving Party (except to the extent reasonably necessary for Regulatory Approval of products developed by EYETECH or ARCHEMIX or any of their respective Affiliates or for Patent Prosecution), and shall not otherwise be disclosed by the receiving Party to any other person, firm, or agency, governmental or private, without the prior written consent of the disclosing Party, except to the extent that the Confidential Information (as determined by competent documentation):

          (a) was known or used by the receiving Party prior to its date of disclosure to the receiving Party; or

          (b) either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receiving Party by sources other than the disclosing Party without such source violating its confidentiality obligations, if any, to the disclosing Party; or

          (c) either before or after the date of the disclosure to the receiving Party becomes published or generally known to the public (including information known to the public through the sale of products in the ordinary course of business) through no fault or omission on the part of the receiving Party; or

          (d) is independently developed by or for the receiving Party without reference to or reliance upon the Confidential Information.

Confidential

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     6.2 Permitted Disclosures

          (a) The provisions of Section 6.1 shall not preclude a Party or its Affiliates from disclosing Confidential Information to the extent such Confidential Information is required to be disclosed by such Party or its Affiliates to comply with applicable law or legal process, including without limitation the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange, including without limitation Nasdaq, or to defend or prosecute litigation, provided that such Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.

          (b) Subject to Sections 6.2(c) and 11.10, the Parties agree that the material financial terms of this Agreement will be considered Confidential Information of both Parties. Notwithstanding the foregoing, (a) either Party may disclose such terms to bona fide potential or actual sublicensees, as reasonably necessary in connection with a permitted sublicense under the licenses granted in this Agreement, and (b) either Party may disclose the material financial terms of this Agreement to bona fide potential or actual investors, lenders, investment bankers, acquirors, acquirees, merger partners or other potential financial partners, and to such Party’s consultants and advisors, as reasonably necessary in connection with a proposed equity or debt financing of such Party or as reasonably necessary in connection with a proposed acquisition or business combination. In connection with any permitted disclosure of Confidential Information pursuant to this Section 6.2(b), each Party agrees to use all reasonable efforts to inform each disclosee of the confidential nature of such information and cause each disclosee to treat such information as confidential.

          (c) Notwithstanding any provision to the contrary in this Agreement, either Party may disclose to any and all Persons, without limitation of any kind, the United States federal tax treatment and tax structure of the transactions set forth in this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such tax treatment and tax structure.

Confidential

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     6.3 Employee and Advisor Obligations. EYETECH and ARCHEMIX each agree that they shall provide Confidential Information received from the other Party only to their respective employees, consultants and advisors, and to the employees, consultants and advisors of such Party’s Affiliates, who have a need to know and have an obligation to treat such information and materials as confidential.

     6.4 Term. All obligations of confidentiality imposed under this Article 6 shall expire [***] years following termination or expiration of this Agreement.

     6.5 Publications. Neither ARCHEMIX nor EYETECH shall publish any Research Program Data or any other information regarding the Research Program without the other’s prior written consent, provided, however, that nothing in this Agreement shall restrict EYETECH’s right to publish information and data regarding Lead Compounds. ARCHEMIX shall not publish information regarding Compound Candidates, Back-Ups, Lead Compounds or Development Compounds without EYETECH’s prior written consent. The foregoing restriction on ARCHEMIX shall not apply to Refused Candidates.

ARTICLE 7 INDEMNIFICATION

     7.1 Indemnification by ARCHEMIX. ARCHEMIX will indemnify and hold EYETECH and its Affiliates, and their employees, officers and directors (each, an “EYETECH Indemnitee”) harmless against any loss, damages, action, suit, claim, demand, liability, cost or expense (including reasonable fees and expenses of legal counsel) (a “Loss”), including, without limitation, product liability claims, that results from a Third Party claim, other than any claim of patent infringement, that is based on or arises out of the Development, testing, production, manufacture, use, Commercialization, import or sale of any Aptamer Equivalent to a Compound Product, Refused Candidate or VEGF Product which is used, manufactured or sold by ARCHEMIX or any of its Affiliates or sublicensees; provided, however, that the foregoing indemnification of EYETECH and the EYETECH Indemnitees shall not apply to any Loss to the extent such Loss is caused by the negligent or wilful misconduct of EYETECH and its Affiliates, and their employees, officers and directors or as to which EYETECH is obligated to indemnify ARCHEMIX pursuant to Section 7.2.

Confidential

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     7.2 Indemnification by EYETECH.

          (a) ARCHEMIX Indemnitees. EYETECH will indemnify and hold ARCHEMIX, and its Affiliates, and their employees, officers and directors (each, an “ARCHEMIX Indemnitee“) harmless against any loss, damages, action, suit, claim, demand, liability, cost or expense (including reasonable fees and expenses of legal counsel) (a “Loss”), including, without limitation, product liability claims, that results from a Third Party claim, other than any claim of patent infringement, that is based on or arises out of the Development, testing, production, manufacture, Commercialization, use, import or sale of any Compound, Compound Product or VEGF Product which is used, manufactured or sold by EYETECH or any of its Affiliates or sublicensees; provided, however, that the foregoing indemnification of ARCHEMIX and the ARCHEMIX Indemnitees shall not apply to any Loss to the extent such Loss is caused by the negligent or wilful misconduct of ARCHEMIX and its Affiliates, and their employees, officers and directors or as to which ARCHEMIX is obligated to indemnify EYETECH pursuant to Section 7.1.

          (b) Gilead Indemnitees. EYETECH will indemnify and hold Gilead Sciences, Inc., its Affiliates and UTC and any of their respective directors, officers, employees and agents (each, a “Gilead Indemnitee”) from and against any Damages that are incurred by a Gilead Indemnitee as a result of Third Party claims, demands, actions or proceedings (collectively, the “Claims”) to the extent such Claims arise out of:

               (i) the breach or alleged breach of any representation or warranty by EYETECH hereunder;

               (ii) failure to perform any of EYETECH’s covenants or undertakings under this Agreement, including, without limitation EYETECH’s covenants in Sections 4.2.4 and 4.12 hereof; and

               (iii) the possession, research, Development, manufacture, use, offer for sale, sale or other Commercialization, distribution, administration, storage or transport, by EYETECH or its Affiliates or Sublicensees of any Aptamer sublicensed from ARCHEMIX,

Confidential

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or product developed by EYETECH relating to the ARCHEMIX Technology, including any Compound Product or VEGF Product, sublicensed from ARCHEMIX.

     7.3 Claims Procedures as to Third Party Claims. Each EYETECH Indemnitee or ARCHEMIX Indemnitee entitled to be indemnified by EYETECH or ARCHEMIX (an “Indemnified Party”) pursuant to Section 7.1 or 7.2 hereof shall give written notice to EYETECH or ARCHEMIX, as the case may be (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted Third Party claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that:

          (a) The Indemnifying Party may so assume the defense of any such claim or any litigation resulting therefrom only if it shall give written notice to the Indemnified Party of the Indemnifying Party’s decision to so assume such defense within thirty (30) days after the date of the written notice from the Indemnified Party of the Third Party claim as to which indemnity is sought;

          (b) Counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom (if such defense is assumed by the Indemnifying Party), shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense with the Indemnified Party’s own counsel at the Indemnified Party’s own expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action; or (iii) the Indemnifying Party shall have failed to assume the defense as provided herein, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party);

Confidential

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          (c) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in prejudice to the Indemnifying Party;

          (d) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the express written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation; provided that the Indemnifying Party is otherwise free to enter into any settlement in its sole discretion so long as such settlement does not affect the Indemnified Party;

          (e) If the Indemnifying Party assumes the defense of the Third Party claim or litigation, each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing in connection with the defense of such claim and litigation resulting therefrom;

          (f) If the Indemnifying Party assumes the defense of the Third Party claim or litigation, the Indemnified Party shall not settle or agree to a judgment with respect to such claim or litigation without the consent of the Indemnifying Party; and

          (g) If the Indemnifying Party does not assume the defense of the Third Party claim or litigation, the Indemnified Party shall apprise the Indemnifying Party on at least an annual basis of major developments relating to such claim or litigation; provided, however, that the Indemnified Party shall not be required to disclose any information to the Indemnifying Party that would entail a waiver of, or otherwise jeopardize, the attorney-client privilege.

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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     7.4 Compliance. The Parties shall comply with all applicable laws and regulations in connection with their respective activities under this Agreement.

ARTICLE 8 INTELLECTUAL PROPERTY OWNERSHIP, PROTECTION AND RELATED MATTERS

     8.1 Ownership of Program Technology and Data Retention.

          8.1.1 Ownership of Program Technology. Except as otherwise set forth herein, all inventions and discoveries acquired or developed solely by agents, employees, consultants or subcontractors of a Party during the Research Term (“Sole Inventions”) shall be the property of such Party. Regardless of inventorship, EYETECH shall own all EYETECH Program Technology and EYETECH Development Program Technology and ARCHEMIX shall own all ARCHEMIX Program Technology. Joint Program Technology shall be jointly owned by the Parties, with no duty to account or pay royalties relating thereto, except as specifically set forth herein. Each Party’s right to practice and license Joint Program Technology and Joint Program Patents is set forth in Section 4 hereof. Each Party agrees to negotiate in good faith with the other Party upon request for a non-exclusive license (in the Field for licenses requested by EYETECH and outside the Field for licenses requested by ARCHEMIX) to such Party’s Sole Inventions. Each Party shall execute such assignments and other instruments reasonably requested by the other Party in order to effectuate all filings of patent applications pursuant to this Section 8.1.1.

          8.1.2 Determination of Program Technology Ownership. Either Party (the “Notifying Party”) may give notice (the “Prosecution Notice”) to the other Party that it believes Patent Prosecution should be sought for any Program Technology at any time during the Term, which in any event will be prior to either Party filing a patent application claiming such Program Technology. The Prosecution Notice will state the opinion of the Notifying Party as to whether the Program Technology belongs in the ARCHEMIX Program Technology, EYETECH Program Technology or Joint Program Technology category of ownership and will provide all relevant information reasonably available to the Notifying Party with regard to such opinion. The Notifying Party will also provide all additional information, available to such

Confidential

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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Notifying Party, with respect thereto that is reasonably requested by the other Party. Within [***] days of receipt of the Prosecution Notice, the other Party shall provide a written response (the “Response”) stating its ownership category opinion to the Notifying Party.

               (a) If the other Party fails to provide the Response within the [***] day period or if the other Party provides the Response and affirms the Notifying Party’s opinion of ownership, then the relevant Program Technology will be deemed to belong to the category asserted in the Prosecution Notice and the Party responsible for Patent Prosecution in that category shall promptly take action with regard thereto.

               (b) If the other Party provides a Response within the [***] day period and states that it does not agree with the Notifying Party’s opinion of ownership category, then the Parties will in good faith seek to resolve the disagreement for a period of up to [***] days from the date of receipt of the Response. If the Parties agree that the Program Technology is Joint Program Technology, the Party responsible pursuant to Section 8.2.3 hereof shall promptly take action with regard thereto. If the Parties fail to agree upon an ownership category within such [***] day period, then the Parties will retain a mutually acceptable patent attorney who has not represented either Party on any matter to determine the ownership category.

               (c) Each Party shall execute such assignments and other instruments reasonably requested by the other Party in order to effectuate all determinations of ownership made under this Section 8.1.2.

          8.1.3 Data Retention Policy. In order to protect the Parties’ rights in Program Technology under United States law, each Party agrees to maintain a policy which requires its employees and consultants to record and maintain all data and information developed during the Research Program or EYETECH Development Program, as applicable, in such a manner as to enable the Parties to use such records to establish the earliest date of invention and/or diligence to reduction to practice. At a minimum, the policy shall require such individuals to record all inventions generated by them in standard laboratory notebooks, which are dated and corroborated by non-inventors on a regular, contemporaneous basis.

     8.2 Prosecution and Maintenance of Patents.

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          8.2.1 EYETECH. EYETECH shall have the exclusive right and option to undertake the Patent Prosecution of any EYETECH Program Patents and EYETECH Development Program Patents, keeping ARCHEMIX reasonably informed with respect to EYETECH Program Patents and any EYETECH Development Program Patents licensed to ARCHEMIX.

          8.2.2 ARCHEMIX. ARCHEMIX shall have the exclusive right and option to undertake the Patent Prosecution of any ARCHEMIX Program Patents, keeping EYETECH reasonably informed. Specifically with regard to ARCHEMIX Program Patents, in each case wherein EYETECH has exercised a License Option for a Lead Compound, ARCHEMIX agrees to use diligent efforts in: (1) maintaining until expiration any issued Patents; (2) considering in good faith the reasonable comments or requests from EYETECH; (3) providing EYETECH with at least [***] days written notice of its intention, in the exercise of diligence, to cease their Patent Prosecution efforts. In this event, EYETECH, at its sole discretion and expense, shall have the right, but not the obligation, to assume responsibility for such Patent Prosecution. Should EYETECH elect to assume responsibility for Patent Prosecution under this section, EYETECH shall notify ARCHEMIX in writing of its decision within [***] days of receipt of notice. ARCHEMIX shall assist EYETECH in the Patent Prosecution at EYETECH’s sole expense. If EYETECH shall thereafter decide to cease Patent Prosecution of any such Patent, EYETECH will give ARCHEMIX [***] days notice thereof, and ARCHEMIX, at its sole discretion and expense, shall have the right, but not the obligation, to reassume responsibility for such Patent Prosecution.

          8.2.3 Joint Program Technology. Within [***] days after it is determined pursuant to Section 8.1.2 that any particular Program Technology is Joint Program Technology, the Parties will determine whether one Party or the other (the “Controlling Party”) should undertake the Patent Prosecution of Joint Program Patents with respect thereto, based on the relative utility of such Program Technology to, and the respective expertise of, the Parties. If the Parties fail to agree, then Patent Prosecution of such Joint Program Patents shall be alternately assigned to each Party beginning with ARCHEMIX. The Controlling Party shall keep the other Party reasonably informed of the status of such activities, including, without

Confidential

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limitation, (A) by providing the other Party with copies of all communications received from or filed in patent offices with respect to such filing, and (B) by providing the other Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claims without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claims in any country), with prior written notice of such proposed action or inaction so that the other Party has a reasonable opportunity to review and comment. The non-Controlling Party shall have a right to control Patent Prosecution of Joint Program Patents if the Controlling Party decides to abandon such Patent Prosecution.

     8.2.4 Each Party agrees that for all Program Technology for which it assumes responsibility under Section 8.2 for Patent Prosecution of, it will give good faith consideration to all comments from the other Party with regard thereto and will use commercially reasonable efforts to obtain claims with application both inside and outside the Field.

     8.2.5 Costs and Expenses. Except as expressly stated herein to the contrary, each Party shall bear its own costs and expenses of the Patent Prosecution of ARCHEMIX Patents, ARCHEMIX Program Patents, EYETECH Patents and EYETECH Program Patents and the Controlling Party shall be reimbursed by the other Party for [***] percent ([***]%) of the costs and expenses incurred by the Controlling Party in Patent Prosecution of Joint Program Patents. The non-Controlling Party shall have the right to elect not to pay such costs and expenses in which case the non-Controlling Party shall assign its rights to the Joint Program Patents to the Controlling Party.

     8.2.6 Cooperation. Each Party agrees to cooperate with the other with respect to Patent Prosecution pursuant to this Section 8.2, including, without limitation:

               (a) the execution of all documents and instruments reasonably necessary to carry out such Patent Prosecution;

Confidential

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               (b) the performance of such acts as may be reasonably necessary in order to permit the other Party to continue any Patent Prosecution that such Party has elected not to pursue, as provided for in Section 8.2.2 and 8.2.3, as applicable;

               (c) making its employees, agents and consultants reasonably available to the other Party (or to the other Party’s authorized attorneys, agents or representatives), to the extent reasonably necessary to enable the prosecuting Party to undertake Patent Prosecution;

               (d) to provide the other Party with copies of all material correspondence pertaining to Patent Prosecution of Program Patent Rights with the United States Patent and Trademark Office or its foreign counterparts;

               (e) to cooperate, if necessary and appropriate, with the other Party in gaining patent term extensions wherever applicable to Program Patent Rights; and

               (f) to endeavour in good faith to coordinate its efforts with the other Party to minimize or avoid interference with the Patent Prosecution of the other Party’s patent applications

     8.3 Third Party Infringement.

          8.3.1 Infringement Action. Each Party shall promptly notify the other if it becomes aware of any infringement of any (a) ARCHEMIX Program Patents in the Field; (b) ARCHEMIX Patents in the Field; (c) Joint Program Patents inside the Field; (d) EYETECH Program Patents licensed to ARCHEMIX outside the Field; or (e) EYETECH Development Program Patents licensed to ARCHEMIX outside the Field (any of (a), (b), (c), (d) or (e) an “Infringement”). The notice shall set forth the facts of such Infringement in sufficient detail and the following shall apply:

                    (i) Within [***] days of such notice of an Infringement, the Responsible Party (as defined below) shall decide whether to institute an infringement suit or take other appropriate action that it believes is reasonably required to enforce the relevant Patents in the Field. With respect to infringements described in clauses (a), (b), or (c) if the Responsible

Confidential

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Party fails to institute such suit or take such action within such [***]-day period, then the other Party shall have the right at its sole discretion to institute such suit or other appropriate action in the name of either or both Parties. In such event, the Responsible Party shall cooperate with the other Party to the extent reasonably possible, including the joining of suit if necessary or desirable. EYETECH shall have the sole right to enforce EYETECH Program Patents and EYETECH Development Program Patents.

                    (ii) Nothing contained in this Agreement shall in any way limit or be deemed to limit EYETECH’s rights under Section 6.15 (b) or 6.15 (c) under the Gilead-Eyetech License with respect to infringing activities inside the Field.

                    (iii) Subject to EYETECH’s rights under Section 6.15 (b) of the Gilead Eyetech License, with respect to an Infringement described in clause 8.3.1(a) or (b) above, with regard to any ARCHEMIX Program Patent or ARCHEMIX Patent, EYETECH shall be the Responsible Party and shall have the first right to decide whether to institute an infringement suit or take other appropriate action that it believes is reasonably required to cease the Infringement; if, but only if (1) the alleged Third Party infringer is selling an oligonucleotide directed to the same Target or Target Binding Partner as a Lead Compound, Development Compound or Compound Product, and (2) (i) in the reasonable opinion of both Parties there is an ARCHEMIX Program Patent or an ARCHEMIX Patent that contains claims directed to a specific Aptamer or to Aptamers that bind to a specified Target species (e.g., “PDGF” but not “proteins”) and that is infringed by the sale of such oligonucleotide; provided, that in the case of this clause (i), with respect to ARCHEMIX Patents, EYETECH may only assert infringement of any ARCHEMIX Patent that contains claims directed to a specific Aptamer or to Aptamers that bind to a specified Target genus (e.g., “PDGF” but not “protein”); or (ii) in the reasonable opinion of both Parties there is no ARCHEMIX Program Patent or ARCHEMIX Patent that contains claims directed to a specific Aptamer or to Aptamers that bind to a specified Target species (e.g., “PDGF” but not “proteins”) and that is infringed by the sale of such oligonucleotide; provided, that in the case of this clause (ii) EYETECH may only assert infringement of any ARCHEMIX Patent after consulting with ARCHEMIX regarding assertion of any such ARCHEMIX Patent and giving good faith consideration to the reasonable requests

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of ARCHEMIX regarding assertion of such ARCHEMIX Patents If EYETECH fails to institute such suit or take such action within such [***]-day period, then ARCHEMIX shall have the right at its sole discretion to institute such suit or other appropriate action in its own name or that of both Parties.

                    (iv) Notwithstanding any right to do so granted to EYETECH under the Gilead Eyetech License EYETECH shall in no event, without the prior written consent of ARCHEMIX, institute an infringement suit or take any other action with respect to its enforcement rights as a Secondary Party (as defined in the Gilead Eyetech License) under Section 6.15 (c) of the Gilead Eyetech License with regard to infringement outside the Field and outside the Local Delivery Field of any ARCHEMIX Patents within the SELEX Portfolio. Notwithstanding the foregoing, nothing contained in this Agreement shall in any way limit or be deemed to limit EYETECH’s rights under Section 6.15(c) of the Gilead-Eyetech License regarding infringing activities of any third party outside the Field that are specific to the manufacture, use, sale, offer for sale or importation of NX1838.

          8.3.2 Responsible Party. Subject to Section 8.3.1(i), (ii) and (iii) above, as used herein, the term “Responsible Party” means (i) EYETECH, with respect to EYETECH Program Patents, EYETECH Patents and Joint Program Patents for which EYETECH is the Controlling Party under Section 8.2.3 above; and (ii) ARCHEMIX, with respect to ARCHEMIX Patents, ARCHEMIX Program Patents and Joint Program Patents for which ARCHEMIX is the Controlling Party under Section 8.2.3 above.

          8.3.3 Costs. Each Party shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings described in this Section 8.3, including, without limitation, the fees and expenses of that Party’s counsel.

          8.3.4 Recoveries. Any recovery obtained by any Party as a result of any proceeding described in this Section 8.3 or from any counterclaim or similar claim asserted in a proceeding described in Section 8.4, by settlement or otherwise, shall be applied in the following order of priority:

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               (a) first, to reimburse each Party for all litigation costs (including attorneys’ fees) in connection with such proceeding paid by that Party and not otherwise recovered (on a pro rata basis based on each Party’s respective litigation costs, to the extent the recovery was less than all such litigation costs); and

               (b) second, the remainder of the recovery shall be paid [***] percent ([***]%) to the Party bringing the action and [***] percent ([***]%) to the other Party.

          8.3.5 Cooperation; Settlements. In the event that either EYETECH or ARCHEMIX takes action pursuant to Section 8.3.1 above, the other Party shall cooperate with the Party so acting to the extent reasonably possible, including the joining of suit if necessary or desirable. Neither Party shall settle or compromise any claim or proceeding relating to Program Technology or Program Patent Rights without obtaining the prior written consent of the other Party, EYETECH shall not settle or compromise any claim or proceeding relating to ARCHEMIX Patents without obtaining the prior written consent of ARCHEMIX, in either case, such consent not to be unreasonably withheld.

     8.4 Claimed Infringement. In the event that a Party becomes aware of any claim that the practice by either Party of ARCHEMIX Technology or Program Technology in the Field infringes the intellectual property rights of any Third Party, such Party shall promptly notify the other Party. In any such instance, the Parties shall cooperate and shall mutually agree upon an appropriate course of action. Each Party shall provide to the other Party copies of any notices it receives from Third Parties regarding any patent nullity actions, any declaratory judgment actions, any alleged infringement in the Field of ARCHEMIX Patents or Program Patents or any alleged misappropriation in the Field of intellectual property with respect to ARCHEMIX Technology or Program Technology. Such notices shall be provided promptly, but in no event after more than [***] days following receipt thereof.

     8.5 Patent Invalidity Claim. If a Third Party at any time asserts a claim that any ARCHEMIX Program Patent, Joint Program Patent or ARCHEMIX Patent covering the manufacture, use, sale or import of a Compound Product, is invalid or otherwise unenforceable (an “Invalidity Claim”), either as a defense in an infringement action brought by EYETECH or

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ARCHEMIX pursuant to Section 8.3 or in an action brought against EYETECH or ARCHEMIX under Section 8.4, the Parties shall cooperate with each other in preparing and formulating a response to such Invalidity Claim; provided, however, if the Parties fail to agree upon such response, Archemix shall have the right, at its discretion, to assume control of such response and any subsequent action, including without limitation all aspects of claim construction, with counsel of its own choice. Neither Party shall settle or compromise any Invalidity Claim without the consent of the other Party, which consent shall not be unreasonably withheld.

     8.6 Patent Term Extensions. The Parties shall cooperate, if necessary and appropriate, with each other in gaining patent term extensions wherever applicable to a Program Patent that covers Compound Products. The Parties shall, if necessary and appropriate, use reasonable efforts to agree upon a joint strategy relating to patent term extensions, but, in the absence of mutual agreement with respect to any extension issue, a patent shall be extended if either Party elects to extend such patent. All filings for such extension shall be made by the Party to whom the patent is assigned, provided, however, that in the event that the Party to whom the patent is assigned elects not to file for an extension, such Party shall (i) inform the other Party of its intention not to file and (ii) grant the other Party the right to file for such extension.

     8.7 Relationship with Gilead with respect to VEGF.

          8.7.1 Acknowledgement of EYETECH. EYETECH acknowledges that the effectiveness of the rights granted by ARCHEMIX to EYETECH hereunder with respect to Aptamers against VEGF and VEGF Products may require the Parties to obtain the consent of Gilead with respect to such grants.

          8.7.2 Negotiation with Gilead. ARCHEMIX and EYETECH will individually negotiate with GILEAD (unless both Parties mutually agree to negotiate jointly) to obtain any necessary consents and rights from Gilead required for (i) EYETECH to discover, make, use and sell Aptamers against VEGF in the Field and the Local Delivery Field and (ii) ARCHEMIX to discover, make, use and sell Aptamers against VEGF for use outside the Field and the Local Delivery Field. Upon obtaining any necessary rights from Gilead, the definition of Excluded Aptamers hereunder shall be amended, without further action by the Parties, to delete VEGF

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from the list of Targets in clause (c) of such definition. ARCHEMIX hereby covenants that ARCHEMIX will not seek, negotiate or otherwise try to obtain rights to VEGF from Gilead in the Field and the Local Delivery Field. EYETECH hereby covenants that EYETECH will not seek, negotiate or otherwise try to obtain rights to VEGF from Gilead outside the Field or the Local Delivery Field. Each Party agrees to cooperate with the other Party in the negotiation with Gilead whether such negotiation occurs jointly or individually among the Parties and Gilead. For purposes of clarification, the rights of each Party as set forth in this Section 8.7.2 shall be independent of each other and nothing in this Section, or any other portion of this Agreement, shall be construed to mean that the survival or enforcement of such rights are dependent upon the outcome of either Party’s negotiations, if any and whether conducted separately or jointly, with Gilead. For further clarification, other than the rights and obligations set forth in this Agreement, neither ARCHEMIX nor EYETECH shall be obligated to negotiate on behalf of the other Party nor shall they be obligated to enter into any agreement with Gilead to grant the rights for Aptamers against VEGF and VEGF Products.

          8.7.3 Waiver of Rights and Covenants By EYETECH. EYETECH agrees that at any time after the Effective Date of this Agreement and upon written request by ARCHEMIX it will:

               (a) notify Gilead that it has provided to ARCHEMIX any and all rights it has to discover, make, use and sell VEGF Aptamers (other than NX1838) outside of the Field and the Local Delivery Field,

               (b) waives the protections Gilead inserted into the Gilead-Archemix License restricting ARCHEMIX’s rights to discover, make, use and sell VEGF Aptamers (other than NX1838) outside of the Field and the Local Delivery Field. Eyetech will request that Gilead remove from the Gilead-Archemix License all restrictions to ARCHEMIX’s rights to discover, make, use and sell VEGF Aptamers (other than NX1838) outside of the Field and the Local Delivery Field, including without limitation the following restrictions with respect to ARCHEMIX’s rights outside the Field and the Local Delivery Field: the inclusion of VEGF on the “Excluded Aptamer” list (Section 1.11 of the Gilead-Archemix Agreement), the negative covenant against the use of VEGF Aptamers (other than NX1838) (Section 2.2 of the Gilead-

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Archemix Agreement) and restrictions included in the “Licensed Field” (Section 1.18 of the Gilead-Archemix Agreement),

               (c) at EYETECH’s sole option, EYETECH may request that Gilead remove from the Gilead-Archemix License any restrictions to ARCHEMIX’s rights to discover, make and use VEGF Aptamers inside of the Field and the Local Delivery Field as necessary for ARCHEMIX to discover Compounds for EYETECH’s use in the Field or the Local Delivery Field. For purposes of clarity, a) it is EYETECH’s sole responsibility to obtain the removal of such restrictions and b) ARCHEMIX will have no obligation under Section 2.3(a) if EYETECH is unable to obtain the removal of such restrictions, and

               (d) provide to Gilead its consent to enter into direct negotiations with ARCHEMIX regarding rights to discover, make, use and sell VEGF Aptamers (other NX1838) outside of the Field and the Local Delivery Field.

          8.7.4 Waiver of Rights by ARCHEMIX. ARCHEMIX agrees that at any time after the Effective Date of this Agreement and upon written request by EYETECH it will:

               (a) notify Gilead that it has provided to EYETECH any and all rights it has to discover, make, use and sell VEGF Aptamers in the Field and the Local Delivery Field, and

               (b) provide to Gilead its consent to enter into direct negotiations with EYETECH regarding rights to discover, make, use and sell VEGF Aptamers in the Field and the Local Delivery Field.

          8.7.5 Waivers of Enforcement Rights Under Gilead-Eyetech License. To the extent that it does not conflict with any rights EYETECH may have granted to Third Parties as of the Effective Date, including specifically Pfizer, Inc., EYETECH hereby, except in the event of an intentional breach committed by ARCHEMIX for the sole purpose of obtaining the rights set forth in this Section 8.7.5, irrevocably waives any and all rights, other than those related to or covering the development, manufacture, use, sale, offer for sale or import of NX1838, EYETECH may have under the Gilead-EYETECH License, including without limitation, rights under Section 6.15(c) thereof, to enforce the Gilead-Eyetech Patent Portfolio solely against

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ARCHEMIX, its Affiliates, or its Sublicensees other than (i) in the Field or (ii) in the Local Delivery Field. For the avoidance of doubt, nothing in this Agreement, including without limitation this Section 8.7.5, shall constitute or be deemed to constitute a sublicense of any nature whatsoever to any rights held by EYETECH to NX 1838.

          8.7.6 Waiver of Rights to Challenge Pre-existing Gilead Agreements. ARCHEMIX and EYETECH each represents and warrants that it has received a copy of the other Party’s agreement with Gilead (The Gilead-Archemix Agreement and the Gilead-Eyetech Agreement) and hereby agrees to irrevocably waive the right to challenge the validity of the other Party’s agreement with Gilead outside the Field and with respect to Refused Candidates inside and outside the Field.. EYETECH acknowledges that Gilead has properly and validly granted to Archemix under the Gilead-Archemix agreement the right to discover, develop, manufacture, sell and import Aptamers other than Excluded Aptamers as defined in the Gilead-Archemix Agreement outside the Field and with respect to Refused Candidates inside and outside the Field. Nothing in this Section 8.7.6 shall be deemed (i) to waive on behalf of any Third Party any rights granted to such Third Party before the Effective Date or (ii) to waive or grant to ARCHEMIX any rights in the Field or the Local Delivery Field to Refused Candidates directed against VEGF.

ARTICLE 9 . . TERM AND TERMINATION

     9.1 Research Term. Unless the Research Program is terminated earlier in accordance with this Agreement, the research term (“Research Term”) shall commence on the Effective Date and continue until the fifth (5^th) anniversary thereof; provided that EYETECH may, in its sole discretion, extend the Research Term for one additional two (2) year period upon written notice to ARCHEMIX at least one hundred-eighty (180) days prior to the expiration of the then-current Research Term, so long as EYETECH is in compliance with the EYETECH Diligence Goal at the end of the Research Term immediately prior to the applicable extension period.

     9.2 Royalty Term. The royalty term (“Royalty Term”) for a Compound Product or VEGF Product, on a country-by-country basis, shall commence on the date of First Commercial Sale of such Compound Product or VEGF Product in the applicable country and expire on the

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later of (i) the [***] year anniversary of the First Commercial Sale of such Compound Product or VEGF Product in the applicable country and (ii) the latest date on which the Compound Product or VEGF Product is covered by an ARCHEMIX Valid Claim in the country of manufacture or sale, if no ARCHEMIX Valid Claim exists, a pending claim of an ARCHEMIX Patent, ARCHEMIX Program Patent or Joint Program Patent in the country in which such Compound Product or VEGF Product is manufactured or sold that has been pending for less than seven (7) years since the earliest priority date of the patent application containing such claim.

     9.3 Term. Unless earlier terminated as set forth in this Article 9, this Agreement shall be effective as of the Effective Date and shall extend until the end of the Research Term and, if applicable, thereafter until the later of (A) the Option Period for all Compound Candidates shall have expired and (B) the Royalty Term shall have expired for each Compound Product and VEGF Product in all applicable countries, at which time this Agreement shall expire (the “Term”).

     9.4 Termination by EYETECH for Cause. Upon written notice to ARCHEMIX, EYETECH may at its sole discretion unilaterally terminate this Agreement upon the occurrence of any of the following events:

               (a) ARCHEMIX shall materially breach any of its material obligations under this Agreement and (i) shall not have remedied such material breach within [***] days ([***] business days in the case of any payment breach) after EYETECH sends written notice of breach to ARCHEMIX or (ii) if the breach is not a payment breach and is of the nature that is susceptible of remedy, but not within such [***] day period, shall not have initiated within such [***] day period all reasonable steps to remedy such breach and thereafter diligently continued such steps to remedy until the breach is remedied in full; or

               (b) ARCHEMIX shall cease to function as a going concern by suspending or discontinuing its business for any reason except for merger or acquisition or interruptions caused by Force Majeure (as specified in Section 11.9).

          In the event of any valid termination under this Section 9.4, EYETECH shall have the right with respect to any Compound Candidate, to exercise the applicable License Option

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within ten (10) business days of such termination. Notwithstanding the foregoing, any license under Section 4 then in effect, and all of EYETECH’s payment obligations hereunder relating thereto, shall survive the termination and continue in full force and effect pursuant to the terms of this Agreement.

     9.5 Termination by ARCHEMIX for Cause. ARCHEMIX may terminate this Agreement upon written notice to EYETECH upon the occurrence of any of the following events:

               (a) EYETECH shall materially breach any of its material obligations under this Agreement and (i) shall not have remedied such material breach within [***] days ([***] business days in the case of any payment breach) after ARCHEMIX sends written notice of breach to EYETECH or (ii) if the breach is not a payment breach and is of the nature that is susceptible of remedy, but not within such [***] day period, shall not have initiated within such [***] day period all reasonable steps to remedy such breach and thereafter diligently continued such steps to remedy until the breach is remedied in full;

               (b) EYETECH shall cease to function as a going concern by suspending or discontinuing its business for any reason except for merger or acquisition or interruptions caused by Force Majeure (as specified in Section 11.9).

     9.6 Termination at Will. EYETECH may terminate the Research Term at any time for any or no reason upon [***] months prior written notice to ARCHEMIX and payment of a termination fee equal to the greater of (i) [***] of FTE funding at the FTE level then approved by the JRC or (ii) [***] dollars $[***].

     9.7 Rights of ARCHEMIX following ARCHEMIX’s termination pursuant to Section 9.5 (cause) or EYETECH’s termination of the Research Term pursuant to Section 9.6 (at will). If this Agreement is terminated by ARCHEMIX pursuant to Section 9.5 or the Research Term is terminated by EYETECH pursuant to Section 9.6, EYETECH shall (a) lose all License Options not exercised as of the date of termination (b) retain its rights and licenses hereunder with respect to all Lead Compounds, Development Compounds and Compound Products; provided that EYETECH continues to exercise commercially reasonable efforts to Develop and/or

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Commercialize such lead Compounds, Development Compounds and Compound Products. In the event that EYETECH fails to continue exercising commercially reasonable efforts to Develop and/or Commercialize any such Lead Compound, Development Compound or Compound Product other than a VEGF Product or VEGF Aptamer, its rights to such Lead Compound, Development Compound or Compound Product shall terminate upon [***] days’ prior written notice from ARCHEMIX; provided that if EYETECH cures such failure within such [***] day notice period, such rights and licenses shall not terminate, and provided further that if EYETECH disputes ARCHEMIX’ assertion of failure, such rights and licenses shall not terminate until such time as such dispute is resolved in accordance with the procedures set forth herein. If EYETECH’s rights and licenses hereunder to any Lead Compound, Development Compound or Compound Product are terminated after this Agreement is terminated by ARCHEMIX pursuant to Section 9.5 or the Research Term is terminated by EYETECH pursuant to Section 9.6, then upon request of ARCHEMIX, EYETECH shall (a) transfer to ARCHEMIX all of its rights, title and interest in all filings with Regulatory Authorities (“Regulatory Filings”), including without limitation all INDs and NDAs, and all Regulatory Approvals then in its name for all such Lead Compound, Development Compound or Compound Product and all Confidential Information Controlled by it as of the date of termination relating to such Regulatory Filings and Regulatory Approvals, (b) notify the appropriate Regulatory Authorities and take any other action reasonably necessary to effect such transfer of ownership (c) deliver to ARCHEMIX all correspondence between EYETECH and such Regulatory Authorities relating to such Regulatory Filings and Regulatory Approvals, and (d) unless expressly prohibited by any Regulatory Authority, transfer control to ARCHEMIX of all clinical trials being conducted as of the date of termination which relate to the Lead Compound, Development Compound or Compound Product. EYETECH shall cooperate fully with ARCHEMIX to facilitate an orderly transition of the conduct of such trials to ARCHEMIX or its designee. To the extent EYETECH has the right, EYETECH shall be deemed to have granted to ARCHEMIX a worldwide license with the right to grant sublicenses, under EYETECH Program Technology, EYETECH Program Patents, EYETECH’s interest in Joint Program Patents and EYETECH Development Program Technology and EYETECH Development Program Patents actually used by EYETECH for the Development, manufacture or Commercialization of any Lead Compound, Development Compound or Compound Product

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with respect to which EYETECH’s rights and licenses hereunder are terminated after this Agreement is terminated by ARCHEMIX pursuant to Section 9.5 or the Research Term is terminated by EYETECH pursuant to Section 9.6, and under any product trademark used in the Commercialization of such lead Compound, Development Compound or Compound Product, solely to Develop, use, manufacture and Commercialize such Lead Compound, Development Compound or Compound Product, itself or in collaboration with, or through a license to, Third Parties. Furthermore, to the extent EYETECH has the right, EYETECH agrees to negotiate in good faith the grant of a license to EYETECH Technology existing as of the date of termination by ARCHEMIX actually used by EYETECH for the Development, manufacture or Commercialization of any Lead Compound, Development Compound or Compound Product to ARCHEMIX on reasonable terms and conditions and, further, EYETECH agrees not to unreasonably withhold the grant of such license from ARCHEMIX. For the avoidance of any doubt and notwithstanding anything to the contrary in Section 1.39 or 1.40, the grant by EYETECH to ARCHEMIX under EYETECH Technology pursuant to the immediately preceding sentence shall include any technology which would be within the definition of EYETECH Technology if it existed as of the end of the Research Term actually used by EYETECH for the Development, manufacture or Commercialization of any Lead Compound, Development Compound or Compound Product existing as of the date of termination by ARCHEMIX and is not limited to EYETECH Technology existing only at the end of the Research Term. In the event the Parties fail to agree on such license within [***] days of the termination, then at the request of either Party the remaining disagreements will be submitted for binding resolution to a single arbitrator with experience and expertise in biotechnology licensing mutually agreed upon by the parties (or if the Parties fail to agree, selected by the American Arbitration Association). Said licenses and the transfer of EYETECH’s Regulatory Filings and Regulatory Approvals shall be free of charge with the exception that ARCHEMIX hereby agrees to pay to EYETECH in full any and all Third Party royalties and all other payments which EYETECH owes to its licensors with respect to any license or sublicense granted by EYETECH to ARCHEMIX under this Agreement. Such payments shall be due and payable by ARCHEMIX on or before the date they are payable by EYETECH.. Additionally, EYETECH shall cooperate fully with ARCHEMIX to ensure an orderly transition of all manufacturing activities.

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     9.8 Effect of Termination. Termination or expiration of this Agreement for any reason will not affect the rights and obligations of the parties hereunder with respect to Aptamers against VEGF, VEGF Products and the enforcement of the Gilead-Eyetech Patent Portfolio. Without limiting the generality of the foregoing, except where explicitly provided elsewhere herein, termination of this Agreement for any reason, or expiration of this Agreement, will not affect: (i) obligations which have accrued as of the date of termination or expiration, (ii) obligations and rights pursuant to Sections 2.7, 2.9, 4.2.1, 4.2.2, 4.2.3 (with respect to Lead Compounds only), 4.2.4, 4.2.5.1 (last sentence only), 4.3.2, 4.3.3, 4.3.4, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 5.2.2, 5.2.3, and 5.2.4 and Articles 6, 7, 8, 9, 10 and 11, and (iii) any other provision of this Agreement that, by its terms, survives termination or expiration which shall survive in full force and effect.

ARTICLE 10 REPRESENTATIONS AND WARRANTIES

     10.1 Representations of Authority. EYETECH and ARCHEMIX each represents and warrants to the other that as of the Effective Date (i) it has full right, power and authority to enter into this Agreement and to perform its respective obligations under this Agreement, and (ii) that it has the right to grant to the other Party the licenses and sublicenses granted pursuant to this Agreement, and that it has, as of the Effective Date, access to and the right to use the technology necessary to perform its obligations hereunder.

     10.2 Consents. EYETECH and ARCHEMIX each represents and warrants that all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by such Party in connection with execution, delivery and performance of this Agreement have been and shall be obtained.

     10.3 No Conflict. EYETECH and ARCHEMIX each represents and warrants that notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement, the performance of such Party’s obligations hereunder and the conduct of the Research Program (a) do not conflict with or violate any requirement of applicable laws or regulations and (b) do not and will not conflict with, violate or breach or constitute a default or

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require any consent under, any contractual obligations of such Party, except such consents as shall have been obtained prior to the Effective Date.

     10.4 Employee Obligations. EYETECH and ARCHEMIX each represents and warrants that, to the extent required to support such Party’s obligations under this Agreement, all of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring, in the case of employees and officers, assignment to such Party of all inventions made during the course of and as the result of their association with such Party and obligating the individual to maintain as confidential such Party’s Confidential Information as well as confidential information of a Third Party which such Party may receive, and ARCHEMIX represents and covenants that each FTE is or will be subject to similar obligations even if such FTEs are not employees of ARCHEMIX.

     10.5 Intellectual Property. ARCHEMIX represents that, to the best of its knowledge and except as disclosed to EYETECH in writing, as of the Effective Date, the practice by ARCHEMIX of the SELEX Process does not infringe or conflict with the rights of any Third Party in respect of issued patents owned by such Third Party and there is no claim or demand of any person asserted in any proceeding which is pending or threatened, that challenges the rights of ARCHEMIX in respect of ARCHEMIX Technology or ARCHEMIX Patents.

     10.6 Fees Payable. ARCHEMIX and EYETECH each represents and warrants that there are no broker’s commissions, finder’s fees or other amounts payable with regard to this transaction, and ARCHEMIX and EYETECH agree to indemnify and hold the other harmless from and against all liabilities, claims, demands, damages or costs of any kind arising from or connected with any broker’s or finder’s commission, fee or other amount claimed to be due any person arising from the indemnitor’s conduct with respect to this Agreement and the transactions contemplated by this Agreement.

     10.7 No Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN , THE PARTIES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND PARTICULARLY THAT PRODUCTS WILL BE SUCCESSFULLY DEVELOPED HEREUNDER, AND IF

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DEVELOPED, WILL HAVE COMMERCIAL UTILITY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY.

ARTICLE 11 MISCELLANEOUS PROVISIONS

     11.1 Governing Law. This Agreement, and any disputes between the Parties relating to the subject matter of this Agreement, shall be construed and the respective rights of the Parties hereto determined according to the substantive laws of the State of New York notwithstanding the provisions governing conflict of laws under such State of New York law to the contrary, except matters of intellectual property law which shall be determined in accordance with the national intellectual property laws relevant to the intellectual property in question.

11.2 Dispute Resolution.

          11.2.1 Disputes relating to certain Decisions of the JRC. If the JRC cannot agree on (i) the ESC, (ii) the inclusion into the Research Program of a proposed Aptamer or target, (iii) an Annual Research Plan, (iv) the activities to be set forth in Appendix 3 which will establish that an Aptamer against such Target is a Development Compound, (v) whether a Compound meets the ESC, or (vi) whether a molecule is designated as the Target Binding Partner for a Target, then such matter shall be referred to the Executive Officers for attempted resolution by good faith negotiation. If the Executive Officers cannot resolve any such matter within [***] days, the matter will be determined by binding arbitration pursuant to this Section 11.2.1 by one (1) independent, neutral arbitrator who is (i) mutually acceptable to the Parties, and (ii) an expert in the pharmaceutical or biotechnology industry. If the Parties are unable to agree upon a mutually acceptable arbitrator, the arbitrator shall be an independent expert as described in the preceding sentence selected by the AAA office encompassing Boston, Massachusetts. Any arbitration of a Dispute pursuant to this Section 11.2.1 shall be governed by the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the AAA. The place of arbitration shall be Boston, Massachusetts, and all proceedings and communications shall be in English.

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               (a) Either Party may apply to the arbitrator for interim relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending the arbitration award.

               (b) The Parties hereby agree that any disputed performance or suspended performances pending the resolution of the arbitration that the arbitrator determines to be required to be performed by a Party must be completed within a reasonable time period following the final decision of the arbitrator.

               (c) The Parties further agree that the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding determination of the matters presented to the arbitrator.

     (d) For arbitration of Disputes subject to this Section 11.2.1, each Party to the arbitration shall prepare and submit a written proposal setting forth its proposed resolution of the matter within fifteen (15) business days of the selection of the arbitrator, together with a written explanation setting forth the reasons for its position. After the arbitrator has received written proposals from both Parties, the arbitrator shall forward a copy of the other Party’s proposal to each. Each Party shall have [***] business days to prepare and submit a written rebuttal to such proposal and may then amend its original proposal. Each Party shall have the right to make oral presentations or present evidence as determined by the arbitrator during the arbitration proceeding. The arbitrator shall select the proposal of one of the Parties as his/her decision, and shall not have the authority to render any substantive decision other than to so select in its entirety the summary or proposal of one Party or the other. Each Party shall bear its own costs and expenses and attorneys’ fees. The administrative and arbitrator’s fees shall be paid by the non-prevailing Party. The arbitrator shall be directed that any arbitration subject to this Section 11.2.1 shall be completed within [***] business days from the appointment of the arbitrator. Except to the extent necessary to confirm an award or as may be required by law, the arbitration proceedings and the decision shall not be made public without the joint consent of the

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Parties and each Party shall maintain the confidentiality of such proceedings and decision unless otherwise permitted by the other Party.

          11.2.2 Disputes Not Relating To Decisions Of The JRC. For disputes other than those relating to certain decisions by the JRC as described in Section 11.2.1. above, the Parties shall not be bound to arbitrate such disputes, but may agree to do so.

     11.3 Assignment. Neither ARCHEMIX nor EYETECH may assign this Agreement in whole or in part without the consent of the other, except if such assignment occurs in connection with a merger or consolidation of such Party or the sale or transfer of all or substantially all of the business or assets (any such transaction, an “Acquisition”) of ARCHEMIX, on the one hand, or EYETECH, on the other, to which the subject matter of this Agreement pertains, in which event no consent shall be required; provided, however, that the Party proposing to engage an Acquisition shall notify the other Party at least [***] days prior to the expected closing of the Acquisition and the Party receiving such notice may terminate the Research Program effective upon closing of the Acquisition by notice to the Party engaging in the Acquisition given within [***] days of its receipt of the notice. Notwithstanding the foregoing, any Party may assign its rights (but not its obligations) pursuant to this Agreement in whole or in part to an Affiliate of such Party.

     11.4 Limitation on Liability. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, ARISING OUT OF THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING ANY PRODUCTS OR SERVICES HEREUNDER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

     11.5 Registration of License. EYETECH may, at its expense, register the license granted under this Agreement in any country where the use, sale or manufacture of a Compound Product in such country would be covered by an ARCHEMIX Valid Claim. Upon request by EYETECH, ARCHEMIX agrees promptly to execute any reasonable “short form” licenses

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submitted to it by EYETECH required to effect the foregoing registration in such country, but such licenses shall in no way alter or affect the obligations of the Parties hereunder.

     11.6 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all previous arrangements with respect to the subject matter hereof, whether written or oral. Any amendment or modification to this Agreement shall be made in writing signed by both Parties.

     11.7 Notices.

Notices to ARCHEMIX shall be addressed to:

ARCHEMIX Corp.
One Hampshire Street
Cambridge, MA 02139
Attention: Chief Executive Officer
Facsimile No.: (617) 621-9300

with a copy to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
Attention: Jeffrey M. Wiesen, Esq.
Facsimile No.: (617) 542-2241

Notices to EYETECH shall be addressed to:

EYETECH Pharmaceuticals, Inc.
500 Seventh Avenue, 18th floor
New York, New York 10018
Attention: General Counsel
Facsimile No.: (212) 997 9251

          Any Party may change its address by giving notice to the other Party in the manner herein provided. Any notice required or provided for by the terms of this Agreement shall be in writing and shall be (a) sent by registered or certified mail, return receipt requested, postage prepaid, (b) sent via a reputable overnight courier service providing evidence of delivery, or (c) sent by facsimile transmission confirmed by hard copy sent in accordance with

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(a) or (b), in each case properly addressed in accordance with the paragraph above. The effective date of notice shall be the actual date of receipt by the Party receiving the same.

     11.8 Exports. The Parties acknowledge that the export of technical data, materials or products is subject to the exporting Party receiving any necessary export licenses and that the Parties cannot be responsible for any delays attributable to export controls that are beyond the reasonable control of either Party. The Parties agree not to export or reexport, directly or indirectly, any information, technical data, the direct product of such data, samples or equipment received or generated under this Agreement in violation of any governmental regulations that may be applicable. The Parties agree to obtain similar covenants from their Affiliates, sublicensees and contractors with respect to the subject matter of this Section.

     11.9 Force Majeure. No failure or omission by the Parties hereto in the performance of any obligation of this Agreement shall be deemed a breach of this Agreement or create any liability if the same shall arise from any cause or causes beyond the control of the Parties (such causes, “Force Majeure”), including, but not limited to, the following: acts of God; acts or omissions of any government; any rules, regulations or orders issued by any governmental authority or by any officer, department, agency or instrumentality thereof; fire; storm; flood; earthquake; accident; war; rebellion; insurrection; riot; and invasion and provided that such failure or omission resulting from one of the above causes is cured as soon as is practicable after the occurrence of one or more of the above-mentioned causes. The Party claiming Force Majeure shall notify the other Party of the Force Majeure event as soon as practicable, but in no event longer than [***] business days after its occurrence, which notice shall reasonably identify such obligations under this Agreement and the extent to which performance thereof will be affected. In such event, the Parties shall meet promptly to determine an equitable solution to the effects of any such event.

     11.10 Public Announcements.

               (a) Announcements; Publicity. Any announcements or similar publicity with respect to this Agreement shall be agreed upon between the Parties in advance of such announcement. Once any item of information has been disclosed in accordance with this

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Section 11.10, the further announcement or disclosure thereof shall not require further agreement of the Parties.

               (b) SEC Filings. Notwithstanding anything in Section 11.10 (a) above to the contrary, either Party may disclose the terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable laws, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission or by any stock exchange or interdealer quotation system (such as NASDAQ) on which its securities are traded. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 11.10, the Parties will consult with one another on the terms of this Agreement to be redacted in making any such disclosure. If a Party discloses this Agreement or any of the terms hereof in accordance with this Section 11.10, such Party agrees, at its own expense, to seek confidential treatment of portions of this Agreement or such terms, as may be reasonably requested by the other Party.

     11.11 Independent Contractors. It is understood and agreed that the relationship between the Parties hereunder is that of independent contractors and that nothing in this Agreement shall be construed as authorization for either ARCHEMIX or EYETECH to act as agent for or partner of the other. The Program Directors and members of Project Teams shall remain employees of EYETECH or ARCHEMIX, as the case may be.

     11.12 No Strict Construction. This Agreement has been prepared jointly and shall not be strictly construed against any Party.

     11.13 Headings. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof.

     11.14 No Implied Waivers; Rights Cumulative. No failure on the part of either Party to exercise, and no delay in exercising, any right, power, remedy or privilege under this Agreement, or provided by statute or at law or in equity or otherwise, shall impair, prejudice or constitute a waiver of any such right, power, remedy or privilege or be construed as a waiver of any breach of this Agreement or as an acquiescence therein, nor shall any single or partial

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exercise of any such right, power, remedy or privilege preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.

     11.15 Severability. If any provision hereof should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties as nearly as may be possible and (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, ARCHEMIX and EYETECH hereby waive any provision of law that would render any provision hereof prohibited or unenforceable in any respect.

     11.16 Execution in Counterparts. This Agreement may be executed in counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

     11.17 No Third Party Beneficiaries. Except as set forth in Article 7, no person or entity other than ARCHEMIX, EYETECH and their respective Affiliates and permitted assignees hereunder shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.

*[The remainder of this page is intentionally left blank, signature page to follow]*

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          IN WITNESS WHEREOF, the Parties hereto have caused this Research and License Agreement to be executed by their duly authorized representatives in duplicates as of the day, month and year first above written.

ARCHEMIX CORP.

By:

Name:

Title:

EYETECH PHARMACEUTICALS, INC.

By:

Name:

Title:

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Appendix 1

Sample Early Selection Criteria

• Aptamer has a [***]; If [***] for [***] to [***] from the [***] as [***] by [***].

• [***] are [***] to [***] aptamer with [***], as [***] at the [***] of the [***].

• Aptamer has [***] in [***].

• Aptamer is [***] and/or [***] to by [***], and the [***].

• [***] has [***]

— [***] and [***]

— [***]

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Appendix 2Annual Research Plan

To be completed within 30 days of Effective Date

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Appendix 3

Sample Development Compound Criteria

•	[***]
•	[***]
	[***] is [***] for [***]
•	[***] in [***]
•	[***] has [***] for [***]

• [***] for [***] to [***]

• [***] by [***]

• [***]

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Appendix 4

Sample Target Criteria

• [***] is [***] to [***]

— [***]

— [***]

• Aptamer[***] is [***]

— [***] of [***], and [***] are [***] to [***]

— [***] of [***] to [***]

• [***] is [***]

— [***] can be [***] and [***] for [***]

— Aptamer [***] is [***] at [***]

— [***] Aptamer [***] are [***]

— [***] are [***]

— [***] are [***]

— [***] and [***] are [***]

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Appendix 5

Gilead-Eyetech Patent Portfolio

[***]

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