S-4

As filed with the Securities and Exchange Commission on December 19, 2008

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NITROMED, INC.

(Exact name of Registrant as specified in its charter)

Delaware	2834	22-3159793
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

45 Hayden Avenue, Suite 3000

Lexington, Massachusetts 02421

(781) 266-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kenneth M. Bate

President, Chief Executive Officer and Interim Chief Financial Officer

NitroMed, Inc.

45 Hayden Avenue, Suite 3000

Lexington, Massachusetts 02421

Telephone: (781) 266-4000

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

Copies to:

Steven D. Singer, Esq.
Jay E. Bothwick, Esq.
Cynthia T. Mazareas, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
Tel: (617) 526-6000
Fax: (617) 526-5000 Errol B. De Souza, Ph.D.
President and Chief Executive Officer
Archemix Corp.
300 Third Street
Cambridge, Massachusetts 02142
Tel: (617) 621-7700 Jeffrey M. Wiesen, Esq.
Scott A. Samuels, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
Tel: (617) 542-6000
Fax: (617) 542-2241

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the merger agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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(d) 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company þ

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount	Offering	Aggregate	Registration
Securities to be Registered	to be Registered(*)	Price per Share	Offering Price	Fee
Common Stock, $0.01 par value per share	128,550,149(1)	N/A	$410,772.66(2)	$17
Common Stock, $0.01 par value per share	82,949,317(3)	N/A	N/A	(4)
Options to Purchase Shares of Common Stock	4,058,719(5)	$0.33(6)	$1,339,377.27(6)	$53
Common Stock, $0.01 par value per share	4,058,719(7)	N/A	N/A	(7)

(1)	Represents the estimated maximum number of shares of common stock, $0.01 par value per share, of NitroMed, Inc., a Delaware corporation (“NitroMed”), issuable in the proposed merger of Newport Acquisition Corp., a wholly-owned subsidiary of NitroMed, with and into Archemix Corp., a Delaware corporation (“Archemix”) or following such merger: (i) to holders of common stock, $0.001 par value per share, and preferred stock, $0.01 par value per share, of Archemix; (ii) upon exercise of outstanding warrants to purchase shares of common stock or preferred stock of Archemix that are assumed by NitroMed in connection with the merger; (iii) upon exercise of outstanding options to purchase shares of common stock of Archemix under the Archemix Corp. Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended (the “Archemix Stock Plan”), that are assumed by NitroMed in connection with the merger.
(2)	Estimated solely for purposes of calculation of the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended (the “Securities Act”), based upon one third of the aggregate par value ($0.001) of up to 26,545,950 shares of Archemix common stock and the par value ($0.01) of up to 120,571,202 shares of Archemix preferred stock to be cancelled in the merger or underlying options and warrants being assumed in the merger.
(3)	Represents the estimated maximum number of shares of NitroMed common stock being registered for resale by affiliates of Archemix named as selling stockholders herein, all of which are issuable (i) in exchange for their shares of Archemix common stock or preferred stock being issued in connection with the merger or (ii) upon exercise of outstanding options to purchase shares of common stock of Archemix being assumed in connection with the merger as of December 1, 2008.
(4)	No filing fee is required with respect to the registration of the resale of these shares of common stock pursuant to Rule 457(f)(5) and 457(h)(3).
(5)	Represents the estimated maximum number of retention options to purchase shares of NitroMed common stock that are to be issued by NitroMed in connection with the merger to specified employees of Archemix who remain employees or on the board of directors of the combined company following the merger (the “Retention Options”) under the Archemix Stock Plan or the NitroMed Amended and Restated 2003 Stock Incentive Plan, as amended, to be issued in connection with the proposed merger.
(6)	This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices per share of the common stock on The NASDAQ Global Market as of a date (December 16, 2008) within five business days prior to filing this registration statement.
(7)	Represents shares of Nitromed common stock issuable upon exercise of the Retention Options. Pursuant to Rule 457(i), a separate registration fee is not payable.
(*)	NitroMed anticipates that prior to the completion of the distribution of the securities covered by this registration statement, all of NitroMed’s common stock, including the securities covered by this registration statement, will be combined by a reverse stock split into a lesser amount of NitroMed common stock, and the amount of undistributed common stock deemed to be covered by this registration statement, including the number of Retention Options being separately registered, shall be proportionately reduced.

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 that 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 said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. NitroMed may not sell its securities pursuant to the proposed transaction until the Registration Statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 19, 2008

SPECIAL MEETINGS OF STOCKHOLDERS
YOUR VOTE IS VERY IMPORTANT

To the Stockholders of NitroMed, Inc. and Archemix Corp.:

On November 18, 2008, NitroMed, Inc., which we refer to as NitroMed, and Archemix Corp., which we refer to as Archemix, entered into a merger agreement pursuant to which Newport Acquisition Corp., a wholly owned subsidiary of NitroMed, which we refer to as the merger sub, will merge with and into Archemix such that Archemix will continue as the surviving company and a wholly-owned subsidiary of NitroMed.

At the effective time of the merger, all outstanding shares of Archemix’s capital stock will be converted into and exchanged for shares of NitroMed common stock, and all outstanding options, whether vested or unvested, and all outstanding warrants to purchase Archemix’s capital stock will be assumed by NitroMed and become options and warrants to purchase NitroMed’s common stock. In addition, in connection with the merger, NitroMed will grant options to specified employees of Archemix who remain employees or serve on the board of directors of the combined company after the merger, which are referred to herein as the retention options. As a result, an aggregate of up to approximately 110.9 million shares of NitroMed common stock will be issued or issuable by NitroMed pursuant to the merger, subject to adjustment as a result of a reverse stock split of NitroMed’s common stock to occur immediately prior to the effective time of the merger. Immediately following the effective time of the merger, Archemix’s securityholders will own approximately 70%, and NitroMed’s current securityholders will own approximately 30%, of NitroMed’s common stock, after giving effect to shares issuable pursuant to Archemix’s outstanding options, warrants and the retention options and after giving effect to any shares issuable pursuant to NitroMed’s outstanding options. The number of shares to be issued or issuable in connection with the merger and these percentages assume that NitroMed’s net cash balance at closing is $45 million and Archemix’s cash and cash equivalent balance at closing is at least $30 million. The exact percentages will be determined in accordance with a formula that takes into account both NitroMed’s net cash balance and Archemix’s cash and cash equivalents at closing and will not be calculated until that time.

Shares of NitroMed common stock are currently listed on The NASDAQ Global Market under the symbol “NTMD.” After completion of the merger, NitroMed expects to be renamed “Archemix Corp.,” subject to stockholder approval of NitroMed’s certificate of amendment to the certificate of incorporation, and expects to continue to trade on The NASDAQ Global Market under the symbol “ARCH” in connection with the listing of NitroMed’s common stock pursuant to NASDAQ Marketplace Rule 4340. Following the merger, the corporate headquarters of NitroMed will be located at Archemix’s existing headquarters in Cambridge, Massachusetts. NitroMed’s business immediately following the merger will be the business conducted by Archemix immediately prior to the merger. On          , 2009, the last trading day before the printing of this joint proxy statement/prospectus, the closing sale price of NitroMed common stock was $      per share.

The proposed merger is conditioned upon, among other things, the completion of the sale of substantially all of NitroMed’s assets relating to its BiDil (isosorbide dinitrate/hydralazine hydrochloride) and BiDil XR drug business to JHP Pharmaceuticals, LLC, a privately held specialty pharmaceutical company that we refer to as JHP, pursuant to the terms of a purchase and sale agreement between NitroMed and JHP dated October 22, 2008, or another divestiture of NitroMed’s BiDil drug business. The proposed sale of assets, which is referred to in this joint proxy statement/prospectus as the asset sale, is discussed in greater detail below. The asset sale is subject to NitroMed stockholder approval and other customary closing conditions. If the asset sale is not approved by NitroMed’s stockholders or is not consummated for other reasons, Archemix has the right to terminate the merger agreement and be reimbursed for expenses incurred (up to a maximum of $1.5 million).

NitroMed and Archemix are each holding a special meeting of stockholders in order to obtain the stockholder approvals necessary to complete the merger. At the NitroMed special meeting, which will be held at 10:00 a.m., local time, on          ,          , 2009 at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, unless postponed or adjourned to a later date, NitroMed will ask its stockholders to, among other things, approve the issuance of NitroMed common stock pursuant to the merger agreement, approve an amendment to NitroMed’s certificate of incorporation to effect a reverse stock split of NitroMed common stock as described below, which is referred to as the reverse stock split, and approve an amendment to NitroMed’s certificate of incorporation to change the name of NitroMed to “Archemix Corp.” Upon the effectiveness of the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split, the outstanding shares of NitroMed common stock will be reclassified and combined into a lesser number of shares to be determined by the NitroMed board of directors prior to the effective time of such amendment and will be publicly announced by NitroMed. At the Archemix special meeting, which will be held at 10:00 a.m., local time, on          ,          , 2009 at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111, unless postponed or adjourned to a later date, Archemix will ask its stockholders to, among other things, adopt the merger agreement.

After careful consideration:

•  based upon the unanimous recommendation of a committee of disinterested directors, the NitroMed board of directors has unanimously approved the merger agreement and the respective proposals described in the accompanying joint proxy statement/prospectus relating to the merger, has determined that they are advisable, fair to and in the best interests of NitroMed’s stockholders, and unanimously recommends that NitroMed’s stockholders vote “FOR” the proposals relating to the merger and the certificates of amendment described in the accompanying joint proxy statement/prospectus.

•  the Archemix board of directors has unanimously approved the merger agreement and the respective proposals described in the accompanying joint proxy statement/prospectus relating to the merger, has determined that they are advisable, fair to and in the best interests of Archemix’s stockholders, and unanimously recommends that Archemix’s stockholders vote “FOR” the proposals relating to the merger described in the accompanying joint proxy statement/prospectus.

More information about NitroMed, Archemix and the proposed merger are contained in the accompanying joint proxy statement/prospectus. NitroMed and Archemix urge you to read the joint proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 19.

Kenneth M. Bate	Errol B. De Souza, Ph.D.
President, Chief Executive Officer and Interim Chief Financial Officer	President and Chief Executive Officer
NITROMED, INC.	ARCHEMIX CORP.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger described in this joint proxy statement/prospectus or the NitroMed common stock to be issued in connection with the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated          , 2009, and is first being mailed to NitroMed and Archemix stockholders on or about          , 2009.

NITROMED, INC.
45 Hayden Avenue, Suite 3000
Lexington, Massachusetts 02421
(781) 266-4000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON          , 2009

To the Stockholders of NitroMed, Inc.:

A special meeting of stockholders of NitroMed, Inc. will be held on          , 2009 at 10:00 a.m., local time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, for the following purposes:

1. To consider and vote upon a proposal to approve the issuance of NitroMed common stock pursuant to the Agreement and Plan of Merger, dated as of November 18, 2008, by and among NitroMed, Newport Acquisition Corp., a wholly owned subsidiary of NitroMed, and Archemix Corp., a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

2. To consider and vote upon a proposal to approve an amendment to NitroMed’s certificate of incorporation to effect a reverse stock split of NitroMed’s common stock as described in the accompanying joint proxy statement/prospectus.

3. To consider and vote upon a proposal to approve an amendment to NitroMed’s certificate of incorporation to change the name of the company from “NitroMed, Inc.” to “Archemix Corp.”

4. To consider and vote upon an adjournment of the NitroMed special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of NitroMed Proposal Nos. 1, 2 and 3.

Stockholders also will consider and act on any other matters as may properly come before the special meeting or any adjournment or postponement thereof, including any procedural matters incident to the conduct of the special meeting.

The board of directors of NitroMed has fixed          , 2009 as the record date for the determination of stockholders entitled to notice of, and to vote at, the NitroMed special meeting and any adjournment or postponement thereof. Only holders of record of shares of NitroMed common stock at the close of business on the record date are entitled to notice of, and to vote at, the NitroMed special meeting. At the close of business on the record date, NitroMed had           shares of common stock outstanding and entitled to vote.

Your vote is important. The affirmative vote of holders of a majority of the NitroMed common stock present in person or represented by proxy at the NitroMed special meeting is required for approval of NitroMed Proposal Nos. 1 and 4 above. The affirmative vote of holders of a majority of the NitroMed common stock having voting power outstanding on the record date for the NitroMed special meeting is required for approval of NitroMed Proposal Nos. 2 and 3.

Even if you plan to attend the NitroMed special meeting in person, NitroMed requests that you complete, sign and return the enclosed proxy and thus ensure that your shares will be represented at the NitroMed special meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote in favor of NitroMed Proposal Nos. 1 through 4. If you fail to return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the NitroMed special meeting and will count as a vote against NitroMed Proposal Nos. 2 and 3. If you do attend the NitroMed special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

By Order of the NitroMed Board of Directors,

Kenneth M. Bate

President, Chief Executive Officer and
Interim Chief Financial Officer

Lexington, Massachusetts

           , 2009

BASED UPON A UNANIMOUS RECOMMENDATION OF A COMMITTEE OF DISINTERESTED DIRECTORS, THE NITROMED BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, NITROMED AND ITS STOCKHOLDERS AND HAS APPROVED EACH SUCH PROPOSAL. THE NITROMED BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NITROMED STOCKHOLDERS VOTE “FOR” EACH SUCH PROPOSAL.

ARCHEMIX CORP.
300 Third Street
Cambridge, Massachusetts 02142
(617) 621-7700

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON          , 2009

To the Stockholders of Archemix Corp.:

A special meeting of stockholders of Archemix Corp. will be held at           a.m., local time, on          , 2009 at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111, for the following purposes:

1. To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of November 18, 2008, by and among NitroMed, Inc., Newport Acquisition Corp., a wholly owned subsidiary of NitroMed, and Archemix, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

2. To approve a proposal to adjourn the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement.

3. To transact such other business as may properly come before the Archemix special meeting or any adjournment or postponement thereof.

The Archemix board of directors has fixed          , 2009 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Archemix special meeting and any adjournment or postponement thereof. Only holders of record of shares of Archemix common stock and holders of record of shares of Archemix preferred stock at the close of business on the record date are entitled to notice of, and to vote at, the Archemix special meeting. At the close of business on the record date, Archemix had (a)           shares of common stock outstanding and entitled to vote and (b) 120,547,202 shares of preferred stock outstanding and entitled to vote, including 51,774,995 shares of Series A preferred stock outstanding and entitled to vote, 53,850,000 shares of Series B preferred stock outstanding and entitled to vote and 14,922,207 shares of Series C preferred stock outstanding and entitled to vote.

The Archemix board of directors has reviewed and considered the terms and conditions of the proposed merger. Based on its review, the Archemix board of directors has unanimously approved the merger and the merger agreement and determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and fair to, and in the best interests of, Archemix and its stockholders. Accordingly, the Archemix board of directors unanimously recommends that you vote “FOR” the adoption of the merger agreement. In addition, the Archemix board of directors unanimously recommends that you vote “FOR” the adjournment of the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement.

Archemix cannot complete the merger unless the merger agreement is adopted by the affirmative vote of the holders of (a) a majority of the shares of Archemix common stock and Archemix preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, (b) two-thirds of the shares of Archemix Series A preferred stock and Series B preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, and (c) two-thirds of the shares of Archemix Series A preferred stock, Series B preferred stock, and Series C preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, each voting as a separate series. In connection with the execution of the merger agreement, holders of approximately 85% of the shares of Archemix’s outstanding capital stock have entered into agreements with NitroMed that provide, among other things, that the stockholders will vote in favor of adoption of the merger agreement and grant to NitroMed an irrevocable proxy to vote all of such stockholder’s shares of Archemix capital stock in favor of adoption of the merger agreement and against any proposal made in opposition to, or in competition with, the proposal to adopt the

merger agreement. This constitutes a vote of a sufficient number of holders of Archemix capital stock to approve the merger. The accompanying joint proxy statement/prospectus describes the proposed merger and the actions to be taken in connection with the merger and provides additional information about the parties involved. Please give this information your careful attention.

Under the Delaware General Corporation Law, holders of Archemix capital stock who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for an appraisal prior to the vote on the adoption of the merger agreement and they comply with the other procedures under the Delaware General Corporation Law explained in the accompanying joint proxy statement/prospectus. See “The Merger — Appraisal Rights” beginning on page 113 of the accompanying joint proxy statement/prospectus.

Whether or not you plan to attend the Archemix special meeting, please complete, sign and date the enclosed proxy and return it promptly in the enclosed postage-paid return envelope. You may revoke the proxy at any time prior to its exercise in the manner described in the accompanying joint proxy statement/prospectus. Any stockholder present at the Archemix special meeting, including any adjournment or postponement of the meeting, may revoke such stockholder’s proxy and vote personally on the matters to be considered at the Archemix special meeting. Executed proxies with no instructions indicated thereon will be voted “FOR” the adoption of the merger agreement and “FOR” the adjournment of the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement.

Please do not send any Archemix stock certificates at this time. After the merger is completed, you will receive written instructions for exchanging your stock certificates.

By Order of the Archemix Board of Directors,

Errol B. De Souza, Ph.D.

President and Chief Executive Officer

Cambridge, Massachusetts

          , 2009

TABLE OF CONTENTS

QUESTIONS AND ANSWERS FOR NITROMED STOCKHOLDERS ABOUT THE NITROMED SPECIAL MEETING AND THE MERGER	vii
QUESTIONS AND ANSWERS FOR ARCHEMIX STOCKHOLDERS ABOUT THE ARCHEMIX SPECIAL MEETING AND THE MERGER	xii
SUMMARY	1
Information About the Parties	1
Summary of the Merger	2
Reasons for the Merger	2
Opinion of NitroMed’s Financial Advisor	3
Overview of the Merger Agreement	3
Stockholder Voting Agreements	6
Management Following the Merger	7
Board of Directors Following the Merger	7
Interests of NitroMed’s Directors and Executive Officers	7
Interests of Archemix’s Directors and Executive Officers	8
Archemix Stock Options, Restricted Stock and Warrants	9
Material United States Federal Income Tax Consequences of the Merger	9
Risk Factors	10
Regulatory Approvals	11
The NASDAQ Global Market Listing	11
Anticipated Accounting Treatment	11
Appraisal Rights	11
Comparison of Stockholder Rights	11
SELECTED HISTORICAL FINANCIAL INFORMATION AND UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND DATA	12
Selected Historical Financial Data of NitroMed	12
Selected Historical Financial Data of Archemix	14
Selected Unaudited Pro Forma Condensed Combined Financial Data of NitroMed and Archemix	15
Comparative Historical and Unaudited Pro Forma Per Share Data	16
MARKET PRICE AND DIVIDEND INFORMATION	17
RISK FACTORS	19
Risks Related to the Merger	19
Risks Related to NitroMed	23
Risks Related to Archemix	37
Risks Related to the Combined Company	59
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION	63
THE SPECIAL MEETING OF NITROMED STOCKHOLDERS	65
General	65
Date, Time and Place	65
Purposes of the NitroMed Special Meeting	65
Recommendations of the NitroMed Board of Directors	65
Record Date and Voting Power	66
Voting and Revocation of Proxies	66
Quorum and Required Vote	67

Solicitation of Proxies	68
Delivery of Proxy Materials to Households Where Two or More Stockholders Reside	68
Other Matters	68
THE SPECIAL MEETING OF ARCHEMIX STOCKHOLDERS	69
General	69
Date, Time and Place	69
Purposes of the Archemix Special Meeting	69
Recommendations of the Archemix Board of Directors	69
Record Date; Shares of Common Stock and Preferred Stock Outstanding and Entitled to Vote	70
Quorum and Required Vote of Archemix Stockholders	70
Voting of Proxies	71
Revocation of Proxies	71
THE MERGER	72
Background of the Merger	72
Reasons for the Merger	86
Opinion of NitroMed’s Financial Advisor Cowen and Company, LLC	92
Interests of NitroMed’s Directors and Executive Officers in the Merger	97
Interests of Archemix’s Directors and Executive Officers in the Merger	100
Archemix Stock Options, Restricted Stock and Warrants	106
Form of the Merger	107
Merger Consideration	107
Effective Time of the Merger	110
Regulatory Approvals	110
Material United States Federal Income Tax Consequences of the Merger	111
The NASDAQ Global Market Listing	113
Anticipated Accounting Treatment	113
Appraisal Rights	113
THE MERGER AGREEMENT	117
General	117
Merger Consideration and Adjustment	117
Amendments to NitroMed’s Certificate of Incorporation	119
Conditions to the Completion of the Merger	119
No Solicitation	120
Meetings of Stockholders	122
Covenants; Conduct of Business Pending the Merger	123
Other Agreements	125
Termination	125
Termination Fees and Expenses	127
Representations and Warranties	128
Amendment	129
AGREEMENTS RELATED TO THE MERGER	130
Archemix Stockholder Agreements	130
NitroMed Stockholder Agreements	130
THE PROPOSED ASSET SALE BETWEEN NITROMED AND JHP	131
About JHP	132

ii

Important Additional Information Has Been Filed with the SEC	132
MATTERS BEING SUBMITTED TO A VOTE OF NITROMED STOCKHOLDERS	134
NitroMed Proposal No. 1: Approval of the Issuance of Common Stock in the Merger	134
NitroMed Proposal No. 2: Approval of the Reverse Stock Split	134
NitroMed Proposal No. 3: Approval of Name Change	140
NitroMed Proposal No. 4: Approval of Possible Adjournment of the NitroMed Special Meeting	141
MATTERS BEING SUBMITTED TO A VOTE OF ARCHEMIX STOCKHOLDERS	142
Archemix Proposal No. 1: Adoption of the Merger Agreement	142
Archemix Proposal No. 2: Adjournment of the Archemix Special Meeting, if Necessary, to Solicit Additional Proxies if There are Not Sufficient Votes in Favor of the Adoption of the Merger Agreement	142
NITROMED’S BUSINESS	143
Proposed Asset Sale with JHP and Merger with Archemix	143
Overview of Business	143
BiDil: Treatment for Heart Failure in African Americans	144
Nitric Oxide-Enhancing Intellectual Property	145
Research and Development	146
Proprietary Rights and Licensing	146
Corporate Collaborations and Business Arrangements	146
Trademarks, Trade Secrets and Other Proprietary Information	148
Competition	148
Government Regulation and Reimbursement	149
Employees	152
Product Liability Insurance	152
Significant Customers	152
Raw Materials	152
Segment Information	152
Available Information	153
Properties	153
Legal Proceedings	153
ARCHEMIX’S BUSINESS	154
Overview	154
The Potential for Aptamer Therapeutics	155
Archemix’s Aptamer Discovery Process	157
Archemix’s Business Strategy	159
The Aptamer Development Pipeline	160
Archemix’s Proprietary Aptamer Product Candidate: ARC1779	160
ARC5692 for Sickle Cell Disease	166
Hemophilia Research Programs	166
Aptamer Therapeutics Being Developed by Others Under License	166
Archemix’s Collaboration Agreements	169
Manufacturing	178
Intellectual Property	179
Competition	180
Sales and Marketing	181
Regulatory Matters	181

iii

Employees	188
Properties	188
Legal Proceedings	188
NITROMED’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	189
Overview	189
Financial Operations Overview	191
Results of Operations	192
Liquidity and Capital Resources	196
Critical Accounting Policies and Estimates	198
Inflation	201
Off-Balance Sheet Arrangements	201
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT NITROMED’S MARKET RISK	202
ARCHEMIX’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	203
Overview	203
Financial Operations Overview	204
Critical Accounting Policies and Estimates	207
Results of Operations	219
Liquidity and Capital Resources	224
Recently Issued Accounting Pronouncements	226
Off-Balance Sheet Arrangements	227
Tax Loss Carryforwards	227
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT ARCHEMIX’S MARKET RISK	228
MANAGEMENT FOLLOWING THE MERGER	229
Executive Officers and Directors of the Combined Company Following the Merger	229
Executive Officers	229
Directors	230
Board Committees	232
Compensation of Directors	233
Certain Relationships and Related Transactions, and Director Independence	233
Executive Compensation and Other Information with Respect to the Combined Company	237
Employee Benefit Plans	253
Director Compensation with Respect to the Combined Company	259
Compensation Committee Interlocks and Insider Participation	264
COMPENSATION OF ARCHEMIX’S EXECUTIVE OFFICERS AND DIRECTORS	265
COMPENSATION OF NITROMED’S EXECUTIVE OFFICERS AND DIRECTORS	284
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	303
DESCRIPTION OF NITROMED’S CAPITAL STOCK	310
Common stock	310
Preferred stock	310
Anti-takeover Provisions of Delaware Law, NitroMed’s Restated Certificate of Incorporation and NitroMed’s Amended and Restated Bylaws	310
Limitation of Liability and Indemnification	311
Transfer Agent and Registrar	311
The NASDAQ Global Market	311

iv

COMPARISON OF RIGHTS OF HOLDERS OF NITROMED STOCK AND ARCHEMIX STOCK	312
PRINCIPAL STOCKHOLDERS OF NITROMED	323
PRINCIPAL STOCKHOLDERS OF ARCHEMIX	326
PRINCIPAL STOCKHOLDERS OF COMBINED COMPANY	330
SELLING STOCKHOLDERS	334
Relationships with Selling Stockholders	337
Plan of Distribution	338
LEGAL MATTERS	339
EXPERTS	339
WHERE YOU CAN FIND MORE INFORMATION	339
INDEX TO NITROMED’S CONSOLIDATED FINANCIAL STATEMENTS	F-1
INDEX TO ARCHEMIX’S FINANCIAL STATEMENTS	F-42
ANNEX A - AGREEMENT AND PLAN OF MERGER	A-1
ANNEX B - SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE	B-1
ANNEX C - OPINION OF COWEN AND COMPANY, LLC	C-1
ANNEX D - PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION OF NITROMED	D-1
ANNEX E - PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION OF NITROMED	E-1
Ex-10.26 First Amendment to Employment Agreement by and between Archemix Corp. and Errol De Souza, dated June 30, 2008
Ex-10.31 Form of Change in Control Agreement
Ex-10.33 Amended and Restated Collaboration Agreement by and between Archemix Corp. and Nuvelo, Inc., dated July 31, 2006
Ex-10.34 Collaborative Research and License Agreement by and between Archemix Corp. and Merck KGaA, dated January 17, 2007, as amended June 6, 2007
Ex-10.35 Collaborative Research and License Agreement between Archemix Corp. and Merck KGaA, dated as of June 6, 2007 2007, as amended June 6, 2007
Ex-10.36 License Agreement between Gilead Sciences, Inc. and Archemix Corp., dated as of October 23, 2001
Ex-10.37 Settlement Agreement and Release by and among Archemix Corp., Gilead Sciences, Inc. and University License Equity Holdings, Inc., dated September 4, 2003
Ex-10.38 Amended and Restated License Agreement by and between Archemix Corp. and SomaLogic, Inc., dated as of June 14, 2007
Ex-10.39 License Agreement by and between Archemix Corp. and Regado Biosciences, Inc., dated as of October, 2003
Ex-10.40 Collaborative Research and License Agreement by and between Archemix Corp. and Takeda Pharmaceutical Company Limited, dated June 11, 2007
Ex-10.41 Collaborative Research and License Agreement by and between Archemix Corp. and Elan Pharma International Limited, dated June 30, 2006
Ex-10.42 Collaborative Research, Services and License Agreement by and between Archemix Corp. and Pfizer Inc., dated as of December 21, 2006
Ex-10.43 Technology Development and License Agreement by and between Archemix Corp. and Aptamera, Inc. (now known as Antisoma plc), dated as of August 6, 2003
Ex-10.44 Research and License Agreement by and between Archemix Corp. and Eyetech Pharmaceuticals, Inc. (now known as OSI Pharmaceuticals, Inc.), dated as of April 8, 2004
Ex-10.45 License Agreement by and between Archemix Corp. and Isis Pharmaceuticals, Inc., dated as of July 23, 2007
Ex-10.46 Exclusive License Agreement by and between Archemix Corp. and Ophthotech Corporation, dated as of July 31, 2007
Ex-10.47 Feasibility Study, License and Option Agreement by and between Archemix Corp. and Eli Lilly and Company, dated as of August 31, 2008
Ex-10.48 Exclusive License Agreement by and between Archemix Corp. and Ribomic, Inc., dated effective as of December 10, 2007, as amended on June 11, 2008
Ex-10.49 Research License and Option Agreement by and between Archemix Corp. and Ribomic, Inc., dated effective as of June 11, 2008
Ex-10.51 Amdned and Restated 2001 Employee Director and Consultant Stock Plan
Ex-21.1 Subsidiaries of NitroMed, Inc.
Ex-23.2 Consent of Ernst & Young LLP, independent registered public accounting firm of NitroMed, Inc.
Ex-23.3 Consent of Ernst & Young LLP, independent registered public accounting firm of Archemix Corp.
Ex-99.1 Form of Proxy Card for holders of NitroMed's Common Stock
Ex-99.2 Consent of Cowen and Company, LLC
Ex-99.6 Consent of Errol De Souza, Ph.D. to be named as a director
Ex-99.7 Consent of Alex Barkas, Ph.D. to be named a director
Ex-99.8 Consent of Peter Barrett, Ph.D. to be named a director
Ex-99.9 Consent of John Maraganore Ph.D. to be named a director
Ex-99.10 Consent of Michael Ross, Ph.D. to be named a director

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REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus forms a part of a registration statement on Form S-4 filed by NitroMed, Inc., or NitroMed, with the U.S. Securities and Exchange Commission, or SEC. It constitutes a prospectus of NitroMed under Section 5 of the Securities Act of 1933, as amended, or the Securities Act, and the rules thereunder, with respect to the shares of NitroMed’s common stock to be issued or issuable to holders of securities of Archemix Corp., or Archemix, in the merger. In addition, it constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the NitroMed special meeting of stockholders at which NitroMed’s stockholders will consider and vote (i) on the issuance of NitroMed’s common stock issuable to the holders of Archemix’s securities pursuant to the merger agreement described in this joint proxy statement/prospectus, referred to as the merger, (ii) an amendment to NitroMed’s certificate of incorporation to effect a reverse stock split of NitroMed’s common stock and (iii) an amendment to NitroMed’s certificate of incorporation to change the name of NitroMed to “Archemix Corp.” It also constitutes a proxy statement of Archemix and a notice of meeting with respect to the Archemix special meeting of stockholders at which Archemix’s stockholders will consider and vote on the proposed merger.

NitroMed has supplied all information contained in this joint proxy statement/prospectus relating to NitroMed, and Archemix has supplied all information contained in this joint proxy statement/prospectus relating to Archemix.

If you would like to request documents from NitroMed or Archemix, please send a request in writing or by telephone to either NitroMed or Archemix at the following address:

NitroMed, Inc.	Archemix Corp.
45 Hayden Avenue, Suite 3000	300 Third Street
Lexington, Massachusetts 02421	Cambridge, Massachusetts 02142
(781) 266-4000	(617) 621-7700
Attn: Corporate Secretary	Attn: Chief Financial Officer

IF YOU WOULD LIKE TO REQUEST DOCUMENTS, PLEASE DO SO BY          , 2009 IN ORDER TO RECEIVE THEM BEFORE THE SPECIAL MEETINGS.

See “Where You Can Find More Information” beginning on page 339.

NOTE REGARDING REVERSE STOCK SPLIT

Except where specifically noted, the following information and all other information contained in this joint proxy statement/prospectus does not give effect to the reverse stock split described in NitroMed Proposal No. 2.

NOTE REGARDING TRADEMARKS

“NitroMed^®,” “BiDil^®” and NitroMed’s Logo “N” are registered trademarks of NitroMed. NitroMed has filed a trademark application for “BiDil XR^tm.”

“Archemix^®” is a registered trademark of Archemix. Archemix has filed a trademark application for “Archemix the Aptamer Therapeutics Company^tm.”

The other trademarks, trade names and service marks appearing in this joint proxy statement/prospectus are the property of their respective holders.

vi

QUESTIONS AND ANSWERS FOR NITROMED STOCKHOLDERS ABOUT THE NITROMED
SPECIAL MEETING AND THE MERGER

The following section provides answers to frequently asked questions about the NitroMed special meeting of stockholders and the merger. This section, however, only provides summary information. These questions and answers may not address all issues that may be important to you as a stockholder. You should carefully read the entire joint proxy statement/prospectus, including each of the annexes.

Q:	What proposals will be voted on at the NitroMed special meeting?
A:	The following proposals will be voted on at the NitroMed special meeting:
	• The first proposal to be voted on is whether to approve the issuance of NitroMed common stock in connection with the merger of NitroMed and Archemix pursuant to the terms of the merger agreement attached as Annex A. See “The Merger” for a more detailed description of the transaction.
	• The second proposal to be voted on is whether to approve an amendment to NitroMed’s certificate of incorporation to effect a reverse stock split of NitroMed’s common stock. See “NitroMed Proposal No. 2: Approval of the Reverse Stock Split” for a more detailed description of the reverse stock split.
	• The third proposal to be voted on is whether to approve an amendment to NitroMed’s certificate of incorporation to change the name of NitroMed to “Archemix Corp.” See “NitroMed Proposal No. 3: Approval of Name Change” for a more detailed description of the name change.
	• The fourth proposal to be voted on is whether to adjourn the meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the first, second and third proposals.
Q:	What is the merger?
A:	NitroMed and Archemix have entered into an Agreement and Plan of Merger, dated as of November 18, 2008, which is referred to in this joint proxy statement/prospectus as the merger agreement, that contains the terms and conditions of the proposed business combination of NitroMed and Archemix. Under the merger agreement, Archemix and Newport Acquisition Corp., a wholly owned subsidiary of NitroMed, which is referred to in this joint proxy statement/prospectus as the merger sub, will merge, with Archemix surviving as a wholly owned subsidiary of NitroMed. This transaction is referred to as the merger.
	An aggregate of approximately 110.9 million shares of NitroMed’s common stock will be issued or issuable pursuant to the merger, subject to adjustment as a result of a reverse stock split of NitroMed’s common stock to occur in connection with the merger. Immediately following the effective time of the merger, Archemix’s securityholders will own approximately 70%, and NitroMed’s current securityholders will own approximately 30%, of NitroMed’s common stock, after giving effect to shares issuable pursuant to Archemix’s outstanding options, warrants and the retention options and after giving effect to any shares issuable pursuant to NitroMed’s outstanding options. The number of shares to be issued or issuable in connection with the merger and these percentages assume that NitroMed’s net cash balance at closing is $45 million and Archemix’s cash and cash equivalent balance at closing is at least $30 million. The exact percentages will be determined in accordance with a formula that takes into account both NitroMed’s actual net cash balance and Archemix’s cash and cash equivalents at closing and will not be calculated until that time.
Q:	What is the reverse stock split and why is it necessary?
A:	Immediately prior to the effective time of the merger, the outstanding shares of NitroMed’s common stock will be reclassified and combined into a lesser number of shares to be determined by NitroMed’s board of directors prior to the effective time and publicly announced by NitroMed. Because The NASDAQ Global Market’s initial listing standards require NitroMed to have, among other things, a $5.00 per share minimum bid price, the reverse stock split is necessary to consummate the merger.

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Q:	What will happen to NitroMed if, for any reason, the merger with Archemix does not close?
A:	NitroMed has invested significant time and incurred, and expects to continue to incur, significant expenses related to the proposed merger with Archemix. In the event the merger does not close, NitroMed will review all strategic alternatives, including seeking to identify and effect an alternative business combination or other strategic transaction. However, NitroMed may not be able to consummate an alternative transaction on favorable terms, or at all. If NitroMed is not able to successfully consummate an alternative strategic transaction, NitroMed’s board of directors may take steps to liquidate or dissolve NitroMed’s business and remaining assets.
Q:	How does NitroMed’s board of directors recommend that NitroMed’s stockholders vote?
A:	After careful consideration and based upon a recommendation of a committee of disinterested directors, NitroMed’s board of directors has unanimously approved the merger agreement and each of the proposals described in this joint proxy statement/prospectus that the stockholders of NitroMed are being asked to consider, and has determined that they are advisable, fair to and in the best interests of NitroMed’s stockholders. Accordingly, NitroMed’s board of directors unanimously recommends that NitroMed’s stockholders vote FOR each such proposal.
Q:	How did Archemix’s board of directors recommend that Archemix’s stockholders vote?
A:	After careful consideration, Archemix’s board of directors has unanimously recommended that Archemix’s stockholders vote to adopt the merger agreement.
Q:	What NitroMed stockholder approvals are required to consummate the merger?
A:	To consummate the merger, NitroMed’s stockholders must approve:
	• the issuance of shares of NitroMed’s common stock in connection with the merger, which requires the affirmative vote of the holders of a majority of the shares of NitroMed’s common stock present in person or represented by proxy and voting on such matter at the special meeting;
	• the amendment to NitroMed’s certificate of incorporation to effect the reverse stock split of NitroMed’s common stock, which requires the affirmative vote of holders of a majority of the outstanding shares of NitroMed’s common stock as of the record date for the special meeting; and
	• the amendment to NitroMed’s certificate of incorporation to change the name of NitroMed to “Archemix Corp.,” which requires the affirmative vote of holders of a majority of the outstanding shares of NitroMed’s common stock as of the record date for the special meeting.
	In connection with the execution of the merger agreement, NitroMed and Archemix entered into stockholder agreements with certain funds affiliated with HealthCare Ventures LLC, Rho Ventures, Invus Public Equities, L.P. and Care Capital LLC that together own or control an aggregate of approximately 31% of NitroMed’s common stock. Pursuant to the stockholder agreements, each of the funds agreed to vote its shares of NitroMed common stock in favor of approval of the proposals relating to the merger and related transactions and against the approval or adoption of any alternative transactions. Each of the funds also granted to Archemix a proxy to vote its shares of NitroMed common stock in favor of the proposals relating to the merger and agreed not to solicit proposals relating to alternative transactions or enter into discussions in connection with proposals for alternative transactions. In addition, each of the funds has agreed not to transfer or otherwise dispose of any of the shares of NitroMed’s common stock that it owns for a period ending 90 days after the effective time of the merger and not to transfer or otherwise dispose of more than 50% of the shares of NitroMed common stock that it owns for a period ending 180 days after the effective time of the merger.

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Q:	When do you expect the merger to be consummated?
A:	NitroMed anticipates that the consummation of the merger will occur sometime in the second quarter of 2009, but cannot predict the exact timing. For more information, please see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger.”
Q:	What is the asset sale and is it a condition to the completion of the merger?
A:	On October 22, 2008, NitroMed and JHP Pharmaceuticals, LLC, a privately held specialty pharmaceuticals company, referred to as JHP, entered into a purchase and sale agreement, which we refer to as the asset purchase agreement, pursuant to which NitroMed agreed to sell substantially all of its assets relating to its BiDil® (isosorbide dinitrate/hydralazine hydrochloride) and BiDil XRtm drug business to JHP. Under the asset purchase agreement, NitroMed will sell to JHP NitroMed’s BiDil and BiDil XR drug business, including intellectual property rights, trade names, certain assumed contracts, inventory, receivables and tangible personal property, and JHP will assume from NitroMed specified liabilities relating to the BiDil and BiDil XR drug business. The sale of the BiDil and BiDil XR assets is referred to in this joint proxy statement/prospectus as the asset sale.
	The merger of NitroMed and Archemix as currently proposed is conditioned upon completion of the asset sale. If the asset sale is not approved by NitroMed’s stockholders or is not consummated for other reasons, the merger of NitroMed and Archemix will likely not be completed. If this occurs, NitroMed will review all strategic alternatives, including seeking to identify and effect an alternative business combination or other strategic transaction. However, NitroMed may not be able to consummate an alternative transaction on favorable terms, or at all. If NitroMed is not able to successfully consummate an alternative strategic transaction, NitroMed’s board of directors may take steps to liquidate or dissolve NitroMed’s business and remaining assets.
Q:	What will happen if the asset sale is completed but the proposals relating to the merger of NitroMed and Archemix are not approved?
A:	After the sale of assets to JHP, NitroMed will have very few assets other than cash, none of which generate revenue. If the proposals relating to the merger of NitroMed and Archemix are not approved, NitroMed will complete the asset sale to JHP, and NitroMed will use the cash received from the asset sale to pay ongoing operating expenses. NitroMed will have no significant business or operations after the transfer of its assets to JHP, and will retain only those employees required to maintain its corporate existence. If the asset sale is completed and subsequently the proposals relating to the merger of NitroMed and Archemix are not approved, or the merger is not consummated for other reasons, after the asset sale is completed NitroMed will continue to consider and explore strategic alternatives that may include, without limitation, seeking to identify and effect a different business combination, a divestiture of any remaining assets or another similar strategic transaction or transactions, or the possible liquidation or dissolution of the company.
Q:	Why am I receiving this joint proxy statement/prospectus?
A:	You are receiving this joint proxy statement/prospectus because you have been identified as a stockholder of NitroMed as of the record date for the NitroMed special meeting, and thus you are entitled to vote at such special meeting. This document serves as both a joint proxy statement of NitroMed and Archemix, used to solicit proxies for their respective special meetings of stockholders, and as a prospectus of NitroMed, used to offer shares of NitroMed common stock in exchange for shares of Archemix common stock and preferred stock or shares of NitroMed common stock issuable upon exercise of options or warrants for Archemix capital stock, pursuant to the terms of the merger agreement. This document contains important information about the merger and the special meetings of NitroMed and Archemix, and you should read it carefully.

ix

Q:	Who is soliciting my proxy?
A:	This proxy is being solicited by NitroMed’s board of directors.
Q:	What do I need to do now?
A:	NitroMed urges you to read this joint proxy statement/prospectus carefully, including its annexes, and to consider how the proposed merger affects you.
	If you are a NitroMed stockholder, you may provide your proxy instructions in one of three different ways. First, you can mail your signed proxy card in the enclosed return envelope. Second, you can provide your proxy instructions via touch-tone telephone by dialing the toll-free telephone number on your proxy card or voting instruction form. Third, you may provide your proxy instructions via the Internet by following the instructions on your proxy card or voting instruction form.
	Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the special meeting of NitroMed stockholders.
Q:	What happens if I do not return a proxy card or otherwise provide proxy instructions?
A:	The failure to return your proxy card or otherwise provide proxy instructions will have the same effect as voting against approval of NitroMed Proposal Nos. 2 and 3 relating to the charter amendments necessary to effect the merger of NitroMed and Archemix, and your shares will not be counted for purposes of determining whether a quorum is present at the NitroMed special meeting or for the other proposals.
Q:	May I vote in person?
A:	If your shares of NitroMed common stock are registered directly in your name with NitroMed’s transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy materials and proxy card are being sent directly to you by NitroMed. If you are a NitroMed stockholder of record, you may attend the special meeting of NitroMed stockholders to be held on          , 2009 and vote your shares in person, rather than signing and returning your proxy.
	If your shares of NitroMed common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the special meeting of NitroMed stockholders. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the NitroMed special meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting.
Q:	If my NitroMed shares are held in “street name” by my broker, will my broker vote my shares for me?
A:	Your broker will not be able to vote your shares of NitroMed common stock without instructions from you. You should instruct your broker to vote your shares, following the procedure provided by your broker.
Q:	May I change my vote after I have submitted a proxy or provided proxy instructions?
A:	NitroMed stockholders of record, other than those NitroMed stockholders who have executed a voting agreement and irrevocable proxy, may change their vote at any time before their proxy is voted at the NitroMed special meeting. NitroMed stockholders of record, other than NitroMed stockholders who have executed a voting agreement and irrevocable proxy, can do this in one of three ways. First, a stockholder of record of NitroMed can send a written notice stating that the stockholder would like to revoke its proxy. Second, a stockholder of record of NitroMed can submit new proxy instructions either on a new proxy card, by telephone or via the Internet. Third, a stockholder of record of NitroMed can attend the NitroMed special meeting and vote in person. Attendance alone will not revoke a proxy. If a stockholder of record of

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	NitroMed has instructed a broker to vote its shares of NitroMed common stock, the stockholder must follow directions received from its broker to change those instructions.
Q:	Who is paying for this proxy solicitation?
A:	NitroMed and Archemix will share equally the cost of soliciting proxies, including the printing, mailing and filing of this joint proxy statement/prospectus, the proxy card and any additional information furnished to stockholders. NitroMed has engaged The Altman Group, a proxy solicitation firm, to solicit proxies from NitroMed’s stockholders. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of NitroMed common stock for the forwarding of solicitation materials to the beneficial owners of NitroMed common stock. NitroMed will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.
Q:	Who can help answer my questions?
A:	If you would like additional copies, without charge, of this joint proxy statement/prospectus or if you have questions about the merger, including the procedures for voting your shares, you should contact either:

The Altman Group
1200 Wall St. West, 3^rd Floor
Lyndhurst, New Jersey 07071
(201) 806-7300
(800) 249-7170 (toll-free) NitroMed, Inc.
45 Hayden Avenue
Suite 3000
Lexington, Massachusetts 02421
(781) 266-4000
Attn: Corporate Secretary

xi

QUESTIONS AND ANSWERS FOR ARCHEMIX STOCKHOLDERS ABOUT THE ARCHEMIX SPECIAL MEETING AND THE MERGER

The following section provides answers to frequently asked questions about the Archemix special meeting of stockholders and the merger. This section, however, only provides summary information. These questions and answers may not address all issues that may be important to you as a stockholder. You should carefully read the entire joint proxy statement/prospectus, including each of the annexes.

Q:	What proposals will be voted on at the Archemix special meeting?
A:	The following proposals will be voted on at the Archemix special meeting:
	• The first proposal to be voted on is whether to adopt the merger agreement attached as Annex A. See “The Merger” for a more detailed description of the transaction.
	• The second proposal to be voted on is whether to adjourn the meeting, if necessary to solicit additional proxies if there are not sufficient votes in favor of the first proposal.
	• The third proposal to be voted on is in connection with such other business as may properly be brought before the Archemix special meeting and any adjournment or postponement thereof.
Q:	What is the merger?
A:	NitroMed and Archemix have entered into an Agreement and Plan of Merger, dated as of November 18, 2008, which is referred to in this joint proxy statement/prospectus as the merger agreement, that contains the terms and conditions of the proposed business combination of NitroMed and Archemix. Under the merger agreement, Archemix and Newport Acquisition Corp., a wholly owned subsidiary of NitroMed, which is referred to herein as merger sub, will merge, with Archemix surviving as a wholly owned subsidiary of NitroMed, which transaction is referred to as the merger.
	At the effective time of the merger, all outstanding shares of Archemix’s capital stock will be converted into and exchanged for shares of NitroMed common stock, and all outstanding options, whether vested or unvested, and all outstanding warrants to purchase Archemix’s capital stock will be assumed by NitroMed and become options and warrants to purchase NitroMed common stock. In addition, NitroMed will grant options to specified employees of Archemix who remain employees or serve on the board of directors of the combined company after the merger, which are referred to herein as the retention options. As a result, an aggregate of approximately 110.9 million shares of NitroMed common stock will be issued or issuable by NitroMed pursuant to the merger, subject to adjustment as a result of a reverse stock split of NitroMed common stock to occur in connection with the merger. Immediately following the effective time of the merger, Archemix’s securityholders will own approximately 70%, and NitroMed’s current securityholders will own approximately 30%, of NitroMed’s common stock, after giving effect to shares issuable pursuant to Archemix’s outstanding options, warrants and the retention options, and to any shares issuable pursuant to NitroMed’s outstanding options. The number of shares to be issued or issuable in connection with the merger and these percentages assume that NitroMed’s net cash balance at closing is $45 million and that Archemix’s cash and cash equivalent balance at closing will be at least $30 million. The exact percentages will be determined in accordance with a formula that takes into account both NitroMed’s actual net cash balance and Archemix’s cash and cash equivalents at closing and will not be calculated until that time.
Q:	Why am I receiving this joint proxy statement/prospectus?
A:	You are receiving this joint proxy statement/prospectus because you have been identified as a stockholder of Archemix as of the record date for the Archemix special meeting of stockholders, and thus you are entitled to vote at such special meeting. This document serves as both a joint proxy statement of NitroMed and Archemix, used to solicit proxies for their respective special meetings of stockholders, and as a prospectus of NitroMed, used to offer shares of NitroMed common stock in exchange for shares of Archemix common stock and preferred stock or shares of NitroMed common stock issuable upon the exercise of options or warrants for Archemix capital stock pursuant to the terms of the merger agreement. This

xii

	document contains important information about the merger and the special meetings of NitroMed and Archemix, and you should read it carefully.
Q:	What will happen to Archemix if, for any reason, the merger with NitroMed does not close?
A:	Archemix has invested significant time and incurred, and expects to continue to incur, significant expenses related to the proposed merger with NitroMed. In the event the merger does not close, Archemix will need to obtain additional financing to continue its current operations beyond 2009. Although Archemix’s board of directors may elect to, among other things, attempt to complete a private financing or another strategic transaction if the merger with NitroMed does not close, Archemix’s board of directors may instead take steps necessary to liquidate or dissolve Archemix’s business and assets if a viable financing or alternative strategic transaction is not available.
Q:	How does Archemix’s board of directors recommend that Archemix’s stockholders vote?
A:	After careful consideration, Archemix’s board of directors has unanimously approved the merger agreement and each of the proposals described in this joint proxy statement/prospectus that the stockholders of Archemix are being asked to consider, and has determined that they are advisable, fair to and in the best interests of Archemix’s stockholders. The members of Archemix’s board of directors who are not members of management, preferred stockholders or designated by preferred stockholders, John Maraganore and Robert Stein, reviewed the proposed exchange ratios for the shares of Archemix common stock and preferred stock to be exchanged in the merger, including the allocation of merger consideration between the different classes and series of capital stock, and recommended that the Archemix board of directors vote in favor of the merger, including the exchange ratios, and recommend its approval to the Archemix stockholders. Accordingly, Archemix’s board of directors unanimously recommends that Archemix’s stockholders vote FOR each such proposal.
Q:	How did NitroMed’s board of directors recommend that NitroMed’s stockholders vote?
A:	After careful consideration and based upon a recommendation of a committee of disinterested directors, NitroMed’s board of directors has unanimously recommended that NitroMed’s stockholders vote to adopt each of the proposals described in this joint proxy statement/prospectus that the stockholders of NitroMed are being asked to consider.
Q:	What Archemix stockholder approvals are required to consummate the merger?
A:	To consummate the merger, Archemix’s stockholders must approve the adoption of the merger agreement, which requires the affirmative vote of the holders of (a) a majority of the shares of Archemix common stock and Archemix preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, (b) two-thirds of the shares of Archemix Series A preferred stock and Series B preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, and (c) two-thirds of the shares of Archemix Series A preferred stock, Series B preferred stock, and Series C preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, each voting as a separate series.
	In connection with the execution of the merger agreement, holders of approximately 85% of the shares of Archemix’s outstanding capital stock have entered into agreements with NitroMed that provide, among other things, that the stockholders will vote in favor of adoption of the merger agreement and grant to NitroMed an irrevocable proxy to vote all of such stockholders’ shares of Archemix capital stock in favor of adoption of the merger agreement and against any proposal made in opposition to, or in competition with, the proposal to adopt the merger agreement. This constitutes a sufficient vote of Archemix stockholders to approve the merger. In addition, Archemix stockholders have agreed not to transfer or otherwise dispose of any of the shares of NitroMed’s common stock that they receive in the merger for a period ending 90 days after the effective time of the merger, and not to transfer or otherwise dispose of more than 50% of the shares of NitroMed common stock that they receive in the merger for a period ending 180 days after the effective time of the merger.

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Q:	When do you expect the merger to be consummated?
A:	NitroMed and Archemix anticipate that the consummation of the merger will occur sometime in the second quarter of 2009, but cannot predict the exact timing. For more information, please see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” of this joint proxy statement/prospectus.
Q:	What do I need to do now?
A:	Archemix urges you to read this joint proxy statement/prospectus carefully, including its annexes, and to consider how the merger affects you.
	If you are an Archemix stockholder, you may only provide your proxy instructions by mailing your signed proxy card in the enclosed return envelope. Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the special meeting of Archemix stockholders.
Q:	What happens if I do not return a proxy card or otherwise provide proxy instructions?
A:	The failure to return your proxy card will have the same effect as voting against the adoption of the merger agreement and your shares will not be counted for purposes of determining whether a quorum is present at the Archemix special meeting or for the other proposals.
Q:	Who is soliciting my proxy?
A:	This proxy is being solicited by Archemix’s board of directors.
Q:	May I vote in person?
A:	If your shares of Archemix capital stock are registered directly in your name, you are considered, with respect to those shares, the stockholder of record, and the proxy materials and proxy card are being sent directly to you by Archemix. If you are an Archemix stockholder of record, you may attend the special meeting of Archemix stockholders to be held on          , 2009 and vote your shares in person, rather than signing and returning your proxy card.
Q:	May I change my vote after I have submitted a proxy or provided proxy instructions?
A:	Archemix stockholders of record, other than those Archemix stockholders who have executed a voting agreement and irrevocable proxy, may change their vote at any time before their proxy is voted at the Archemix special meeting. Archemix stockholders of record, other than those who have executed a voting agreement and irrevocable proxy, may revoke their proxies at any time prior to use by delivering to the Secretary of Archemix a signed notice of revocation or a later-dated signed proxy, or by attending the Archemix special meeting and voting in person. Attendance at the Archemix special meeting does not in itself constitute the revocation of a proxy.
Q:	Should I send in my stock certificates now?
A:	No. After the merger is consummated, you will receive written instructions from the exchange agent for exchanging your certificates representing shares of Archemix capital stock for certificates representing shares of NitroMed common stock. You will also receive a cash payment for any fractional share.
Q:	Who is paying for this proxy solicitation?
A:	NitroMed and Archemix will share equally the cost of soliciting proxies, including the printing, mailing and filing of this joint proxy statement/prospectus, the proxy card and any additional information furnished to stockholders.

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Q:	Who can help answer my questions?
A:	If you would like additional copies, without charge, of this joint proxy statement/prospectus or if you have questions about the merger, including the procedures for voting your shares, you should contact:

Archemix Corp.
300 Third Street
Cambridge, Massachusetts 02142
(617) 621-7700
Attn: Chief Financial Officer

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SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the merger and the other proposals being considered at the special meetings, you should read this entire joint proxy statement/prospectus carefully, including the merger agreement, attached as Annex A, the opinion of Cowen and Company, LLC regarding the consideration to be paid in the merger, attached as Annex C, and the other documents to which you are referred herein. See “Where You Can Find More Information” on page 339 of this joint proxy statement/prospectus. Page references are included in parentheses to direct you to a more detailed description of the topics presented in this summary.

Information About the Parties

NitroMed, Inc.
45 Hayden Avenue
Suite 3000
Lexington, Massachusetts 02421
(781) 266-4000

NitroMed is the maker of BiDil, which is indicated for the treatment of heart failure in self-identified black patients as an adjunct to current standard therapies. BiDil is an orally administered fixed-dose combination of isosorbide dinitrate and hydralazine hydrochloride. The U.S. Food and Drug Administration, or FDA, approved BiDil in June 2005 and NitroMed commercially launched BiDil in July 2005. In January 2008, NitroMed discontinued active promotional activities for BiDil based upon NitroMed’s determination that the successful commercialization of BiDil requires a magnitude of resources that it cannot currently allocate to the program, as well as NitroMed’s then plans to conserve cash in order to pursue the development of an extended release formulation of BiDil, known as BiDil XR. BiDil is an orally administered medicine that is presently dosed three times daily, and NitroMed has sought to develop BiDil XR as a once-daily formulation. Based upon communications with the FDA, NitroMed expects that a finding of bioequivalence in studies comparing the pharmacokinetics of BiDil XR to the pharmacokinetics of the current formulation of BiDil could support FDA approval to commercialize BiDil XR. Pharmacokinetics refers to the manner in which the body absorbs, distributes, metabolizes and excretes the study drug. Additional clinical studies and trials will be required in order to finalize the BiDil XR formulation prior to the commencement of bioequivalence trials.

On October 22, 2008, NitroMed entered into an asset purchase agreement with JHP, pursuant to which NitroMed has agreed to sell to JHP substantially all of the assets related to NitroMed’s BiDil and BiDil XR drug business, including intellectual property rights, trade names, certain assumed contracts, inventory, receivables and tangible personal property, and JHP will assume from NitroMed specified liabilities relating to the BiDil and BiDil XR drug business. JHP has agreed to pay NitroMed a total purchase price of $24.5 million for its assets, subject to adjustments set forth in the asset purchase agreement. The purchase price will be increased by up to $450,000 to the extent NitroMed’s accounts receivable on the closing date of the asset sale is more than NitroMed’s trade liabilities on the closing date, and will be decreased to the extent NitroMed’s accounts receivable on the closing date is less than its trade liabilities on that date. The purchase price will also be increased by up to $1.8 million based on the net book value of NitroMed’s BiDil inventory, other than expired inventory, as of the closing date of the asset sale.

Based upon NitroMed’s decision to enter into an agreement to sell its BiDil drug business to JHP, it has not continued to implement its BiDil XR development plan. The merger is conditioned upon completion of the asset sale, which is subject to NitroMed stockholder approval and other customary closing conditions. Accordingly, if the asset sale is not approved by NitroMed’s stockholders or is not consummated for other reasons, Archemix has the right to terminate the merger agreement. For a further discussion of the asset sale, see “The Proposed Asset Sale between NitroMed and JHP” on page 131 of this joint proxy statement/prospectus.

In connection with its past research and development programs, NitroMed also generated intellectual property rights in addition to its BiDil and BiDil XR drug business relating to its nitric oxide-enhancing

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technologies. NitroMed is seeking to divest these proprietary technologies through a sale of assets, exclusive license or otherwise. NitroMed does not have any plans to conduct further research with respect to these technologies.

Archemix Corp.
300 Third Street
Cambridge, Massachusetts 02142
(617) 621-7700

Archemix is a biotechnology company focused on discovering, developing and commercializing aptamer therapeutics. Aptamers are synthetically-derived oligonucleotides that bind to proteins with high specificity and affinity and have been shown to provide many of the advantages of oligonucleotides and monoclonal antibodies. Using Archemix’s processes for discovering aptamers, which are protected by its broad patent portfolio, Archemix is developing aptamer product candidates for rare hematological diseases. In addition, Archemix has licensed its intellectual property to third parties to develop their own aptamer product candidates in other areas. Currently, Archemix’s licensees are evaluating five different aptamer product candidates in human clinical trials; two of these product candidates are in Phase 2 and three are in Phase 1. Archemix has additional partnerships with several pharmaceutical and biotechnology companies, including Merck Serono, Pfizer, Takeda, Eli Lilly and Isis Pharmaceuticals.

Summary of the Merger (see page 72)

If the merger is completed, Archemix and merger sub will merge, with Archemix surviving as a wholly owned subsidiary of NitroMed. In addition, subject to stockholder approval of the certificate of amendment, NitroMed will change its name to Archemix Corp., and NitroMed’s business immediately following the merger will be the business conducted by Archemix immediately prior to the merger. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement in its entirety because it is the legal document that governs the merger.

Reasons for the Merger (see page 86)

Each of the boards of directors of NitroMed and Archemix also considered other reasons for the merger, as described herein. For example, the board of directors of NitroMed considered, among other things:

•  NitroMed’s limited prospects if it were to remain an independent, standalone company as a result of factors such as the discontinuation of active promotional activities for BiDil and the agreement to sell its BiDil and BiDil XR drug business to JHP, and NitroMed’s expected very limited operations and assets following the BiDil asset sale;

•  the opportunity for NitroMed’s stockholders to participate in the potential future value of the combined company; and

•  the NitroMed board of directors’ consideration of strategic alternatives to the merger, including the identification and evaluation of several potential private company candidates for a merger transaction and the consideration of undertaking the dissolution and liquidation of NitroMed, and the board of directors’ belief that the merger was more favorable to NitroMed’s stockholders than any other alternative reasonably available to NitroMed and its stockholders.

In addition, the board of directors of Archemix considered, among other things, the following:

•  that the cash resources of the combined company expected to be available at the closing of the merger and the ability to access capital markets as a public company are anticipated to provide sufficient capital to maintain Archemix’s projected business operations through and after 2009, including continued Phase 2 clinical development of Archemix’s product candidate ARC1779, and continued research and preclinical development of other product candidates;

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•  the view that the range of options available to the combined company to access private and public equity markets should additional capital be needed in the future will likely be greater than the range of options Archemix would have as a private company; and

•  the opportunity for Archemix’s stockholders to participate in the long-term value of the product candidate development programs of Archemix through the ownership of stock in a public company.

Opinion of NitroMed’s Financial Advisor (see page 92)

Cowen and Company, LLC, or Cowen, the financial advisor of NitroMed, delivered to the board of directors of NitroMed a written opinion dated November 17, 2008, addressed to the board of directors of NitroMed, to the effect that, as of the date of the opinion and based on and subject to various assumptions, qualifications and limitations described in the opinion, the consideration to be paid by NitroMed in the merger was fair, from a financial point of view, to NitroMed. The full text of the Cowen opinion is attached to this joint proxy statement/prospectus as Annex C. You are encouraged to read this opinion carefully and in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken. Cowen delivered its opinion to the NitroMed board of directors in connection with the NitroMed board’s review of the proposed merger. The opinion does not address any other aspect of the merger and does not constitute any recommendation to any stockholder as to how any stockholder should vote or act at the NitroMed special meeting or otherwise.

Overview of the Merger Agreement

Merger Consideration and Adjustment (see page 117)

At the effective time of the merger, all outstanding shares of Archemix’s capital stock will be converted into and exchanged for shares of NitroMed common stock, and all outstanding options, whether vested or unvested, and all outstanding warrants to purchase Archemix’s capital stock will be assumed by NitroMed and become options and warrants to purchase NitroMed’s common stock. In addition, NitroMed will grant options to specified employees of Archemix who remain employees or serve on the board of directors of the combined company following the merger, which are referred to herein as the retention options. As a result, an aggregate of approximately 110.9 million shares of NitroMed common stock will be issued or issuable by NitroMed pursuant to the merger, subject to adjustment as a result of a reverse stock split of NitroMed’s common stock to occur in connection with the merger. The number of shares of NitroMed common stock that Archemix securityholders will be entitled to receive pursuant to the merger, together with the retention options to be granted by NitroMed in the merger, is expected to represent approximately 70% of the fully-diluted shares of the combined company immediately following the consummation of the merger, assuming that NitroMed’s net cash at closing is $45 million and that Archemix’s cash and cash equivalent balance at closing is at least $30 million.

The actual number of shares of NitroMed common stock that Archemix securityholders will be entitled to receive pursuant to the merger is subject to upward or downward adjustment in accordance with a formula that takes into account both NitroMed’s net cash balance and Archemix’s cash and cash equivalents at the closing of the merger. For a more detailed discussion of the different exchange ratios at different net cash and cash and cash equivalents balances at the closing of the merger with respect to the different classes and series of Archemix capital stock, see “The Merger Agreement — Merger Consideration and Adjustment” on page 117 of this joint proxy statement/prospectus.

Assuming that NitroMed’s net cash balance, as calculated pursuant to the merger agreement, is $45 million at the closing of the merger and Archemix’s cash and cash equivalent balance is at least $30 million at the closing of the merger, the exchange ratios for the different classes and series of Archemix capital stock will be as follows, subject to adjustment to account for the reverse stock split:

•  each share of Archemix common stock will entitle the holder to receive 0.5120 shares of NitroMed common stock;

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•  each share of Archemix Series A preferred stock will entitle the holder to receive 0.8001 shares of NitroMed common stock;

•  each share of Archemix Series B preferred stock will entitle the holder to receive 0.8001 shares of NitroMed common stock; and

•  each share of Archemix Series C preferred stock will entitle the holder to receive 0.5120 shares of NitroMed common stock.

Conditions to Completion of the Merger (see page 119)

NitroMed and Archemix expect to complete the merger after all the conditions to the merger in the merger agreement are satisfied or waived, including after NitroMed and Archemix receive stockholder approvals at the special meetings of NitroMed and Archemix stockholders and receive all required regulatory approvals. NitroMed and Archemix currently expect to complete the merger in the second quarter of 2009. However, it is possible that factors outside of NitroMed’s or Archemix’s control could require NitroMed and Archemix to complete the merger at a later time or not to complete it at all. Each party’s obligation to complete the merger is subject to the satisfaction or waiver by the parties, at or prior to the merger, of various conditions, which include the following:

•  the registration statement on Form S-4 must have been declared effective by the SEC;

•  no injunction or order must have been issued preventing the consummation of the merger, and no law shall be in effect which has the effect of making the consummation of the merger illegal;

•  stockholders of Archemix must adopt the merger agreement, and stockholders of NitroMed must approve the asset sale (if not previously approved at a separate meeting of NitroMed stockholders), approve the issuance of NitroMed common stock pursuant to the merger and the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split;

•  any governmental authorization or other consent required to be obtained by any of the parties to the merger agreement shall have been obtained;

•  the existing shares of NitroMed common stock shall have been continually listed on The NASDAQ Global Market, and NitroMed shall have caused the shares of NitroMed common stock Archemix securityholders will be entitled to receive pursuant to the merger to be approved for listing on The NASDAQ Global Market following the closing of the merger;

•  all representations and warranties of the other party in the merger agreement must be true and correct on the date of the merger agreement and on the closing date of the merger, except where the failure of the representations and warranties to be true and correct would not reasonably be expected to have a material adverse effect on the party making the representations and warranties;

•  the other party to the merger agreement must have performed or complied with all covenants and obligations required to be performed or complied, or obtained any consents required, by such party on or before the closing of the merger;

•  the other party having delivered the documents required under the merger agreement for the closing of the merger;

•  NitroMed and Archemix shall have received a tax opinion from legal counsel;

•  NitroMed shall have at least $34.5 million in net cash at closing, as calculated pursuant to the merger agreement;

•  the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split shall have become effective under the Delaware General Corporation Law; and

•  NitroMed shall have completed the asset sale.

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No Solicitation (see page 120)

Each of Archemix and NitroMed agreed that, with certain exceptions, Archemix and NitroMed and any of their respective subsidiaries will not, nor will either party authorize or permit any of the officers, directors, investment bankers, attorneys or accountants retained by it or any of its subsidiaries, and will use its commercially reasonable efforts to cause its and its subsidiaries’ non-officer employees and other agents not to, and will not authorize any of them to, directly or indirectly:

•  solicit, initiate, encourage, induce or knowingly facilitate any inquiry with respect to the making, submission or announcement of, any acquisition proposal or inquiry;

•  furnish to any person any information with respect to it in connection with or in response to an acquisition proposal or inquiry, indication of interest or request for information that could reasonably be expected to lead to an acquisition proposal or inquiry;

•  engage in discussions or negotiations with respect to any acquisition proposal or inquiry, indication of interest or request for information that could reasonably be expected to lead to an acquisition proposal;

•  approve, endorse or recommend an acquisition proposal; or

•  execute or enter into any letter of intent or similar document or any contract contemplating or otherwise relating to an acquisition proposal or inquiry.

The merger agreement does not, however, prohibit either party from considering a bona fide acquisition proposal from a third party if certain specified conditions are met. For a discussion of the prohibitions on solicitation of acquisition proposals, see “The Merger Agreement — No Solicitation” beginning on page 120.

Termination of the Merger Agreement (see page 125)

Either NitroMed or Archemix can terminate the merger agreement, which would prevent the merger from being consummated, under certain circumstances as set forth below:

•  by mutual written consent of Archemix and NitroMed;

•  by Archemix or NitroMed, if the merger has not been completed by April 30, 2009;

•  by Archemix or NitroMed, if a governmental entity has permanently restrained, enjoined or otherwise prohibits the merger;

•  by Archemix or NitroMed, if the stockholders of NitroMed have not approved the asset sale, the issuance of NitroMed common stock pursuant to the merger and the amendment of NitroMed’s certificate of incorporation effecting the reverse stock split at a NitroMed special meeting or any adjournment or postponement thereof;

•  by Archemix or NitroMed, if the stockholders of Archemix have not adopted the merger agreement at the Archemix special meeting or any adjournment or postponement thereof;

•  by Archemix or NitroMed, if the other party has breached any of its representations, warranties, covenants or other agreements contained in the merger agreement or if any representation or warranty has become inaccurate, in either case such that the conditions to the closing of the merger would not be satisfied, subject to a 30 day cure period; or

•  by Archemix or NitroMed, if prior to the consummation of the merger, the board of directors of the terminating party determines that a non-foreseeable material development or change (other than an acquisition proposal) has occurred.

By Archemix if:

•  NitroMed’s board of directors fails to recommend that NitroMed’s stockholders vote to approve the asset sale, the issuance of the shares of NitroMed common stock pursuant to the merger or the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split or withdraws or modifies its recommendation in a manner adverse to Archemix;

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•  NitroMed fails to include in this joint proxy statement/prospectus a recommendation to approve the issuance of the shares of NitroMed common stock pursuant to the merger or the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split;

•  NitroMed fails to hold the NitroMed special meeting within 45 days after the Registration Statement on Form S-4 of which this joint proxy statement/prospectus is a part is declared effective;

•  NitroMed’s board of directors approves, endorses or recommends any acquisition proposal, as defined under “The Merger Agreement — No Solicitation”; or

•  NitroMed enters into any letter of intent or similar document or any contract relating to any acquisition proposal.

By NitroMed if:

•  Archemix’s board of directors fails to recommend that Archemix’s stockholders vote to adopt the merger agreement or withdraws or modifies its recommendation in a manner adverse to NitroMed;

•  Archemix fails to include in this joint proxy statement/prospectus such recommendation;

•  Archemix fails to hold the Archemix special meeting within 45 days after the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part is declared effective;

•  Archemix’s board of directors approves, endorses or recommends any acquisition proposal, as defined under “The Merger Agreement — No Solicitation”; or

•  Archemix enters into any letter of intent or similar document or any contract relating to any acquisition proposal.

Termination Fees and Expenses (see page 127)

If the merger agreement is terminated under certain circumstances, NitroMed or Archemix will be required to pay the other party a termination fee of $1.5 million and NitroMed may be required to reimburse Archemix’s documented expenses up to $1.5 million if NitroMed has less than $34.5 million in net cash at closing or up to $500,000 in certain other circumstances.

Stockholder Voting Agreements (see page 130)

In connection with the execution of the merger agreement, holders of approximately 31% of NitroMed’s outstanding common stock have entered into agreements that provide, among other things, that such stockholders grant to Archemix and each of its executive officers an irrevocable proxy to vote all of such stockholder’s shares in favor of the issuance of NitroMed’s common stock in the merger and against any proposal made in opposition to, or in competition with, the proposal to issue NitroMed’s common stock in connection with the merger. In addition, these NitroMed stockholders have agreed not to transfer or otherwise dispose of any of the shares of NitroMed’s common stock that they own for a period ending 90 days after the effective time of the merger, and not to transfer or otherwise dispose of more than 50% of the shares of NitroMed common stock that they own for a period ending 180 days after the effective time of the merger.

In connection with the execution of the merger agreement, holders of approximately 85% of the shares of Archemix’s outstanding capital stock have entered into agreements with NitroMed that provide, among other things, that the stockholders will vote in favor of adoption of the merger agreement and grant to NitroMed an irrevocable proxy to vote all of such stockholders’ shares of Archemix capital stock in favor of adoption of the merger agreement and against any proposal made in opposition to, or in competition with, the proposal to adopt the merger agreement. This constitutes a sufficient vote of Archemix stockholders to approve the merger. In addition, these Archemix stockholders have agreed not to transfer or otherwise dispose of any of the shares of NitroMed’s common stock that they receive in the merger for a period ending 90 days after the effective time of the merger, and not to transfer or otherwise dispose of more than 50% of the shares of NitroMed common stock that they receive in the merger for a period ending 180 days after the effective time of the merger.

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Management Following the Merger (see page 229)

Following the merger, the management team of the combined company is expected to comprise the following individuals:

•  Kenneth Bate — President and Chief Executive Officer

•  Gregg Beloff — Vice President, Chief Financial Officer, Treasurer and Secretary

•  Duncan Higgons — Executive Vice President, Business Operations

•  Page Bouchard, D.V.M. — Senior Vice President, Research and Preclinical Development

•  James Gilbert, M.D. — Senior Vice President, Chief Medical Officer

Board of Directors Following the Merger (see page 230)

Pursuant to the merger agreement, promptly following the effective time of the merger, NitroMed has agreed to take all necessary actions to appoint Errol De Souza, Alex Barkas, Peter Barrett, John Maraganore and Michael Ross to NitroMed’s board of directors. In addition, NitroMed has agreed to take all necessary actions to obtain the resignations of the following current NitroMed directors: Argeris Karabelas, Joseph Loscalzo, Robert Cohen, Frank Douglas, Zola Horovitz, Christopher Sobecki and John Littlechild. Kenneth M. Bate, Mark Leschly and Davey Scoon will remain as directors. Contemporaneously with the resignation of NitroMed’s current directors and the appointment of Errol De Souza, Alex Barkas, Peter Barrett, John Maraganore and Michael Ross to NitroMed’s board of directors, the size of NitroMed’s board of directors will be fixed at eight directors.

Interests of NitroMed’s Directors and Executive Officers (see page 97)

In considering the recommendation of the NitroMed board of directors with respect to the merger and the other matters to be acted upon by NitroMed stockholders at the NitroMed special meeting, NitroMed stockholders should be aware that certain members of the board of directors and executive officers of NitroMed have interests in the merger that may be different from, or in addition to, interests they may have as NitroMed stockholders.

It is anticipated that Kenneth Bate will be President and Chief Executive Officer of the combined company. Arrangements regarding Mr. Bate’s compensation have not yet been determined.

The following NitroMed directors will remain directors of the combined company following consummation of the merger: Kenneth Bate, Mark Leschly and Davey Scoon.

Argeris Karabelas, Ph.D., and Mark Leschly, directors of NitroMed, may be deemed to have an interest in the merger because each of them may be deemed to beneficially own 5.1% and 9.3%, respectively, of the outstanding capital stock of Archemix as a result of their affiliations with certain investment funds that hold preferred stock of Archemix, and Frank Douglas, M.D., Ph.D., a director of NitroMed, may be deemed to have an interest in the transactions contemplated herein because he owns options to purchase 30,000 shares of common stock of Archemix which expire on April 25, 2009. Dr. Douglas served on the board of directors of Archemix from March 2, 2005 to April 25, 2006.

A committee of Zola Horovitz, John Littlechild, Davey Scoon and Christopher Sobecki, all of whom are disinterested directors for purposes of the asset sale and the merger, evaluated the merger and unanimously recommended that the NitroMed board of directors vote in favor of the merger and recommend its approval to the NitroMed stockholders.

As of December 1, 2008, all directors and executive officers of NitroMed, together with their affiliates, beneficially owned 35.2% of the shares of NitroMed’s common stock. The affirmative vote of the holders of a majority of the NitroMed common stock having voting power present in person or represented by proxy at the NitroMed special meeting is required for approval of Proposal Nos. 1 and 4. The affirmative vote of holders of a majority of NitroMed’s common stock having voting power outstanding on the record date for the NitroMed

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special meeting is required for approval of NitroMed’s Proposal Nos. 2 and 3. Affiliates of certain NitroMed directors, have also entered into stockholder agreements in connection with the merger. The stockholder agreements are discussed in greater detail under the caption “Agreements Related to the Merger — NitroMed Stockholder Agreements” beginning on page 130 of this joint proxy statement/prospectus.

Interests of Archemix’s Directors and Executive Officers (see page 100)

In considering the recommendation of the Archemix board of directors with respect to adopting the merger agreement, Archemix stockholders should be aware that certain members of the board of directors and executive officers of Archemix have interests in the merger that may be different from, or in addition to, interests they may have as Archemix stockholders. For example, following the consummation of the merger, certain of the Archemix directors will continue to serve on the board of directors of the combined company and the management team of the combined company is expected to be comprised of certain members of the current management team of Archemix.

The executive officers of Archemix who will become executive officers of the combined company have employment arrangements and change in control agreements with Archemix that will be assumed by NitroMed. The change in control agreements provide for certain payments and benefits in the event of a termination in connection with or subsequent to a change in control or reverse merger (each as defined in the agreements), as well as the right to receive equity awards in the event of a reverse merger in such amount that allows the executive officer to maintain his proportionate ownership in the combined company as he held in Archemix prior to such reverse merger. The merger of Archemix and NitroMed constitutes a reverse merger under the change in control agreements, and as a result may trigger payment of the benefits set forth in the agreements should a termination occur under the circumstances described therein, and will trigger the rights of the executive officers to receive stock options to purchase shares of NitroMed common stock. Also, certain Archemix directors and all of the Archemix executive officers hold options to purchase shares of Archemix common stock, which options will be assumed by NitroMed and become options to purchase shares of NitroMed common stock at the effective time of the merger.

Errol De Souza, Ph.D., Archemix’s President and Chief Executive Officer and member of the Archemix board of directors, will resign as President and Chief Executive Officer immediately prior to completion of the merger, but will serve as a member of the combined company’s board of directors. In connection with his resignation as President and Chief Executive Officer, Dr. De Souza will receive certain severance payments and benefits provided for in his employment agreement with Archemix, which include cash payments and accelerated vesting of outstanding stock options. In addition, NitroMed has agreed to grant Dr. De Souza options to purchase shares of NitroMed common stock following completion of the merger.

The following directors of Archemix will remain directors of the combined company following consummation of the merger: Errol De Souza, Ph.D., Alex Barkas, Ph.D., Peter Barrett, Ph.D., John Maraganore, Ph.D., and Michael Ross, Ph.D. Lawrence Best, Corey Mulloy and Robert Stein, M.D. will resign from the Archemix board of directors as of the effective time of the merger.

Dr. Barrett, Mr. Mulloy, Dr. Ross, and Dr. Barkas, directors of Archemix, may be deemed to have an interest in the merger because each of them may be deemed to beneficially own 13.5%, 12.8%, 11.2%, and 13.5%, respectively, of the outstanding capital stock of Archemix as a result of their affiliations with certain investment funds that hold preferred stock of Archemix.

The members of Archemix’s board of directors who are not members of management, preferred stockholders or designated by preferred stockholders, John Maraganore and Robert Stein, reviewed the proposed exchange ratios for the shares of Archemix common stock and preferred stock to be exchanged in the merger, including the allocation of merger consideration between the different classes and series of capital stock, and recommended that the Archemix board of directors vote in favor of the merger, including the exchange ratios, and recommend its approval to the Archemix stockholders.

As of December 1, 2008, all directors and executive officers of Archemix, together with their affiliates, beneficially owned approximately 56% of the shares of Archemix capital stock. The adoption of the merger

8

agreement requires the affirmative vote of the holders of (a) a majority of the shares of Archemix common stock and Archemix preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, (b) two-thirds of the shares of Archemix Series A preferred stock and Series B preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, and (c) two-thirds of the shares of Archemix Series A preferred stock, Series B preferred stock, and Series C preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, each voting as a separate series. The stockholders of Archemix affiliated with Dr. Barrett, Mr. Mulloy, Dr. Ross, and Dr. Barkas, and other stockholders, holding collectively an aggregate of 85% of Archemix’s outstanding capital stock, have entered into voting agreements in connection with the merger. The shares of Archemix capital stock subject to these voting agreements represent the votes required to approve the merger agreement. The voting agreements are discussed in greater detail under the caption “Agreements Related to the Merger — Archemix Stockholder Agreements” beginning on page 130 of this joint proxy statement/prospectus.

Archemix Stock Options, Restricted Stock and Warrants (see page 106)

Each outstanding option to purchase shares of Archemix common stock that is not exercised prior to the consummation of the merger will be assumed by NitroMed at the effective time of the merger and will become an option to purchase shares of NitroMed common stock. Each outstanding warrant to purchase shares of Archemix capital stock that is not exercised prior to the consummation of the merger will be assumed by NitroMed at the effective time of the merger and will become a warrant to purchase shares of NitroMed common stock. The number of shares of NitroMed common stock subject to each assumed option and warrant will be determined by multiplying the number of shares of Archemix common stock or Archemix preferred stock that were subject to each option or warrant, as applicable, prior to the effective time of the merger by the common stock exchange ratio determined pursuant to the merger agreement, and rounding that result down to the nearest whole number of shares of NitroMed common stock. The per share exercise price for the assumed options and warrants will be determined by dividing the per share exercise price of the Archemix common stock or Archemix preferred stock subject to each option or warrant, as applicable, as in effect immediately prior to the effective time of the merger by the common stock exchange ratio and rounding that result up to the nearest whole cent. The common stock exchange ratio will be determined in accordance with the merger agreement by reference to NitroMed’s net cash balance and Archemix’s cash and cash equivalents, as calculated pursuant to the merger agreement, at the closing of the merger. In addition, NitroMed will grant retention options to specified employees of Archemix who remain employees or serve on the board of directors of the combined company in the merger. The retention options will have an exercise price equal to the fair market value of the NitroMed common stock on the date of grant, and the number of shares to be issued upon exercise of the retention options will be subject to the same adjustments as apply to the Archemix options assumed by NitroMed in the merger and described above.

Material United States Federal Income Tax Consequences of the Merger (see page 111)

The merger has been structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and it is a closing condition to the merger that NitroMed and Archemix each receive an opinion from its counsel regarding such qualification. As a result of the merger’s qualification as a reorganization, Archemix stockholders will not recognize a gain or loss for United States federal income tax purposes upon the exchange of shares of Archemix common stock or preferred stock for shares of NitroMed common stock, except with respect to cash received in lieu of fractional shares of NitroMed common stock.

Tax matters are very complicated, and the tax consequences of the merger to a particular stockholder will depend on such stockholder’s circumstances. Accordingly, you are urged to consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

9

Risk Factors (see page 19)

Both NitroMed and Archemix are subject to various risks associated with their businesses and their industries. In addition, the merger, as well as the possibility that the merger may not be completed, pose a number of risks to each company and its respective stockholders, including the following risks:

•  The consummation of the merger is subject to a number of closing conditions, including consummation of the asset sale, the continued listing of NitroMed’s shares on The NASDAQ Global Market, the merger shares having been approved for listing on The NASDAQ Global Market and NitroMed having net cash of at least $34.5 million at closing. If the closing conditions are not satisfied, then the merger agreement can be terminated. If NitroMed is not able to consummate the merger, it will review strategic alternatives, including another reverse merger. If it is not successful, NitroMed’s board may elect or be required to liquidate all of NitroMed’s business and assets.

•  The 70%/30% ownership ratio of common stock held by current Archemix and NitroMed securityholders after closing assumes NitroMed has $45 million of net cash at closing and that Archemix’s cash and cash equivalent balance at closing is at least $30 million. The exchange ratios are subject to adjustment based upon NitroMed’s net cash and Archemix’s cash and cash equivalents at closing. For example, if the net cash balance of NitroMed at the closing of the merger is below $45 million, the exchange ratios will be adjusted upward to increase the number of shares that Archemix securityholders will be entitled to receive pursuant to the merger, which would further dilute current NitroMed securityholders’ ownership in the combined company; if the net cash balance of NitroMed at the closing of the merger is below $34.5 million, Archemix may elect not to consummate the merger; and, if the net cash balance of NitroMed at the closing of the merger is greater than $45 million, the exchange ratios will be adjusted downward to decrease the number of shares that Archemix securityholders will be entitled to receive pursuant to the merger, which would further dilute current Archemix securityholders’ ownership in the combined company. Additionally, the exchange ratio for the merger will be adjusted to further increase, or to decrease, the number of shares that Archemix securityholders will be entitled to receive in the merger depending on whether Archemix’s cash and cash equivalent balance at closing is above or below $30 million. Specifically, if the Archemix cash and cash equivalent balance is below $30 million, then the percentage ownership of the combined company held by NitroMed securityholders will increase by approximately 2%.

•  The exchange ratio for the merger is not adjustable based on the market price of NitroMed common stock, and if the market price of NitroMed common stock declines, the value of the shares of NitroMed common stock that Archemix securityholders will be entitled to receive pursuant to the merger could be significantly lower.

•  Some of NitroMed’s and Archemix’s officers and directors have interests in the merger that may be different from yours and may influence them to support the merger without regard to your interests.

•  Failure to complete the merger may result in NitroMed or Archemix paying a termination fee to the other and could harm NitroMed’s or Archemix’s common stock price or NitroMed’s or Archemix’s future business and operations.

•  The merger may be completed even though material adverse changes may result from the announcement of the transaction, industry-wide changes and other causes, which could result in a decline in the combined company’s stock price and reduce the value of the merger to NitroMed’s or Archemix’s securityholders.

•  If the combined company resulting from the merger does not realize the anticipated benefits from the merger, the market price of the combined company’s common stock may decline as a result of the merger.

•  If the perceived benefits of the merger, including the benefits to the combined company’s business and prospects, are not realized after the merger, NitroMed and Archemix securityholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger.

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These risks and other risks are discussed in greater detail under the caption “Risk Factors” beginning on page 19 of this joint proxy statement/prospectus. NitroMed and Archemix both encourage you to read and consider all of these risks carefully.

Regulatory Approvals (see page 110)

As of the date of this joint proxy statement/prospectus, neither NitroMed nor Archemix is required to make filings or to obtain approvals or clearances from any antitrust regulatory authorities in the United States or other countries to consummate the merger. In the United States, NitroMed must comply with applicable federal and state securities laws and the rules and regulations of The NASDAQ Global Market in connection with the issuance of shares of NitroMed common stock pursuant to the merger, including the filing with the SEC of this joint proxy statement/prospectus and the filing with NASDAQ of an initial listing application. As of the date hereof, the registration statement of which this joint proxy statement/prospectus is a part has not become effective.

The NASDAQ Global Market Listing (see page 113)

NitroMed has filed an initial listing application with The NASDAQ Global Market pursuant to NASDAQ’s “reverse merger” rules for the re-listing of NitroMed’s common stock in connection with the merger and to effect the initial listing of NitroMed’s common stock issuable in connection with the merger or upon exercise of Archemix’s options or warrants. If such application is accepted, NitroMed anticipates that its common stock will be listed on The NASDAQ Global Market following the closing of the merger under the trading symbol “ARCH.”

Anticipated Accounting Treatment (see page 113)

The merger will be accounted for as a capital transaction and not a business combination in accordance with accounting principles generally accepted in the United States. For accounting purposes, the transaction, in effect, will reflect the issuance of common stock by Archemix for the net monetary assets of NitroMed, accompanied by a recapitalization. As a result, Archemix will record the net assets of NitroMed at their fair values on the date of consummation. Neither goodwill nor intangible assets will be recognized.

Appraisal Rights (see page 113)

Holders of NitroMed common stock are not entitled to appraisal rights in connection with the merger or any of the proposals to be voted upon at the special meeting.

Under Delaware law, Archemix stockholders are entitled to appraisal rights in connection with the merger if they did not vote in favor of the merger agreement and they comply with the conditions established by Section 262 of the Delaware General Corporation Law. For more information about appraisal rights, see the provisions of Section 262 of the Delaware General Corporation Law attached to this joint proxy statement/prospectus as Annex B, and “The Merger — Appraisal Rights” beginning on page 113 of this joint proxy statement/prospectus.

Comparison of Stockholder Rights (see page 312)

Both NitroMed and Archemix are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are currently, and will continue to be, governed by the Delaware General Corporation Law. If the merger is completed, Archemix stockholders will become stockholders of NitroMed, and their rights will be governed by the Delaware General Corporation Law, the certificate of incorporation of NitroMed and the bylaws of NitroMed. The rights of NitroMed contained in the certificate of incorporation and bylaws of NitroMed differ from the rights of Archemix stockholders under the certificate of incorporation and bylaws of Archemix, as more fully described under the section entitled “Comparison of Rights of Holders of NitroMed Stock and Archemix Stock” beginning on page 311 of this joint proxy statement/prospectus.

11

SELECTED HISTORICAL FINANCIAL INFORMATION AND UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION AND DATA

The following tables present summary historical financial data for NitroMed and Archemix, summary unaudited pro forma condensed combined financial data for NitroMed and Archemix, and comparative historical and unaudited pro forma per share data for NitroMed and Archemix.

Selected Historical Financial Data of NitroMed

The selected financial data as of December 31, 2007 and 2006 and for the years ended December 31, 2007, 2006 and 2005 are derived from NitroMed’s audited financial statements, which have been audited by Ernst & Young LLP, independent registered public accounting firm, and are included in this joint proxy statement/prospectus beginning on page F-1. The selected financial data as of December 31, 2004 and 2003 and for the years ended December 31, 2005, 2004 and 2003, are derived from NitroMed’s audited financial statements which have been audited by Ernst & Young LLP, independent registered public accounting firm and are not included in this joint proxy statement/prospectus. The statement of operations data for the nine months ended September 30, 2007 and 2008, as well as the balance sheet data as of September 30, 2008 are derived from NitroMed’s unaudited financial statements included in this joint proxy statement/prospectus beginning on page F-29. The financial data should be read in conjunction with “NitroMed’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and NitroMed’s financial statements and related notes appearing elsewhere in this joint proxy statement/prospectus. The historical results are not necessarily indicative of results to be expected in any future period.

																Nine Months Ended
	Year Ended December 31,															September 30,
	2007(1)			2006(1)			2005			2004			2003			2008			2007
	(In thousands, except per share data)
Statement of Operations Data:
Revenue	$	16,019		$	12,086		$	6,047		$	16,458		$	12,775		$	11,767		$	11,042
Cost and operating expenses:
Cost of product sales		4,236			3,560			8,009			—			—			2,943			2,151
Research and development		12,185			17,029			31,340			27,401			18,447			2,622			9,745
Sales, general and administrative		31,358			59,403			74,596			20,185			3,574			8,438			23,709
Restructuring charges		1,004			5,283			—			—			—			2,708			1,004
Total costs and operating expenses		48,783			85,275			113,945			47,586			22,021			16,711			36,609
Loss from operations		(32,764	)		(73,189	)		(107,898	)		(31,128	)		(9,246	)		(4,944	)		(25,567	)
Other income, net		1,190			1,852			2,046			1,355			477			352			863
Net loss		(31,574	)		(71,337	)		(105,852	)		(29,773	)		(8,769	)		(4,592	)		(24,704	)
Deemed dividends related to beneficial conversion features of redeemable convertible preferred stock		—			—			—			—			(19,357	)		—			—
Accretion of dividends and redemption value		—			—			—			—			(2,794	)		—			—
Net loss attributable to common stockholders	$	(31,574	)	$	(71,337	)	$	(105,852	)	$	(29,773	)	$	(30,920	)	$	(4,592	)	$	(24,704	)
Net loss per common share:
Basic and diluted	$	(0.75	)	$	(1.96	)	$	(3.49	)	$	(1.14	)	$	(6.95	)	$	(0.10	)	$	(0.60	)
Weighted average basic and diluted common shares outstanding		41,997			36,399			30,355			26,152			4,447			45,954			40,877

(1) NitroMed includes the expense associated with employee stock options in the Statement of Operations effective in 2006 upon the adoption of Statement of Financial Accounting Standards No. 123R, which

12

resulted in an aggregate of $5.0 million and $8.0 million recorded in the line items of research and development and sales, general and administrative expenses for the years ended December 31, 2007 and 2006, respectively.

																As of
	As of December 31,															September 30,
	2007			2006			2005			2004			2003			2008
	(In thousands)
Balance Sheet Data:
Cash, cash equivalents and marketable securities	$	31,400		$	42,153		$	61,541		$	142,367		$	97,088		$	17,823
Working capital		21,722			31,041			39,924			133,238			87,938			17,334
Total assets		35,567			48,705			76,521			149,357			99,170			22,892
Long-term debt		—			3,728			10,653			—			—			—
Accumulated deficit		(345,382	)		(313,808	)		(242,471	)		(136,619	)		(106,846	)		(349,973	)
Total stockholders’ equity	$	22,225		$	29,079		$	33,066		$	137,012		$	81,799		$	19,024

13

Selected Historical Financial Data of Archemix

The selected financial data as of December 31, 2007 and 2006 and for the years ended December 31, 2007, 2006 and 2005 are derived from Archemix’s audited financial statements, which have been audited by Ernst & Young LLP, independent registered public accounting firm, and are included in this joint proxy statement/prospectus beginning on page F-42. The selected financial data as of December 31, 2005, 2004 and 2003 and for the years ended December 31, 2004 and 2003, are derived from Archemix’s audited financial statements, which have been audited by Ernst & Young LLP, independent registered public accounting firm, which are not included in this joint proxy statement/prospectus. The statement of operations data for the nine months ended September 30, 2008 and 2007, and the balance sheet data as of September 30, 2008, have been derived from Archemix’s unaudited financial statements included in this joint proxy statement/prospectus. The financial data should be read in conjunction with “Archemix’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Archemix’s financial statements and related notes appearing elsewhere in this joint proxy statement/prospectus. The historical results are not necessarily indicative of results to be expected in any future period.

																Nine Months Ended
	Year Ended December 31,															September 30,
	2007			2006			2005			2004			2003			2008			2007
	(In thousands)															(Unaudited)
Statement of Operations Data:
Revenue	$	17,368		$	6,408		$	2,398		$	1,911		$	152		$	20,741		$	11,774
Operating expenses:
Research and development		29,171			16,965			17,061			9,531			9,226			24,715			20,799
General and administrative		11,123			7,634			6,213			5,133			3,158			7,642			6,902
Loss from operations		(22,926	)		(18,191	)		(20,876	)		(12,753	)		(12,232	)		(11,616	)		(15,927	)
Interest income (expense), net		2,551			1,807			909			403			(36	)		1,163			1,815
Net loss		(20,375	)		(16,384	)		(19,967	)		(12,350	)		(12,268	)		(10,453	)		(14,112	)
Accretion to redemption value of redeemable convertible preferred stock		(8,534	)		(8,534	)		(6,896	)		(5,566	)		(3,324	)		(6,400	)		(6,400	)
Net loss attributable to common stockholders	$	(28,909	)	$	(24,918	)	$	(26,863	)	$	(17,916	)	$	(15,592	)	$	(16,853	)	$	(20,512	)

																As of
	As of December 31,															September 30,
	2007			2006			2005			2004			2003			2008
	(In thousands)															(Unaudited)
Balance Sheet Data:
Cash, cash equivalents and marketable securities	$	55,778		$	36,024		$	41,864		$	41,992		$	17,419		$	37,694
Working capital		43,653			33,742			40,367			39,335			15,317			28,731
Total assets		61,203			44,104			46,099			44,285			20,334			43,145
Redeemable convertible preferred stock		169,904			131,552			123,022			95,630			56,898			176,304
Long-term debt		—			—			—			—			591			—
Total stockholders’ deficit	$	(136,957	)	$	(109,422	)	$	(84,881	)	$	(58,026	)	$	(40,171	)	$	(153,021	)

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Selected Unaudited Pro Forma Condensed Combined Financial Data of NitroMed and Archemix

The following selected unaudited pro forma condensed combined financial information have been prepared to give effect to the proposed merger of Archemix and NitroMed as a reverse acquisition of net assets and a recapitalization. Archemix’s and NitroMed’s unaudited pro forma condensed combined balance sheet data assume that the merger took place on September 30, 2008 and combine Archemix’s historical balance sheet at September 30, 2008 with NitroMed’s historical balance sheet at September 30, 2008. The following unaudited pro forma condensed combined statement of operations data give effect to the proposed merger transaction between NitroMed and Archemix and to the sale of substantially all of the assets related to NitroMed’s BiDil and BiDil XR drug business to JHP assuming that the sale took place on January 1, 2007. Archemix securityholders will own or have the right to acquire, after the merger, approximately 70% of the combined company on a fully diluted basis, subject to adjustment based upon NitroMed’s net cash and Archemix’s cash and cash equivalents at closing. The unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2007 combine Archemix’s historical statement of operations for the year then ended with NitroMed’s statement of operations for the year ended December 31, 2007. The unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2008 combine Archemix’s historical statement of operations for the nine months then ended with NitroMed’s historical statement of operations for the nine months ended September 30, 2008.

The selected unaudited pro forma condensed combined financial data are presented for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations of future periods or the results that actually would have been realized had the entities been a single entity during these periods. The selected unaudited pro forma condensed combined financial data as of and for the nine months ended September 30, 2008 and for the year ended December 31, 2007 are derived from the unaudited pro forma condensed combined financial information beginning at page 303 and should be read in conjunction with that information. See “Unaudited Pro Forma Condensed Combined Financial Statements.”

				For the
	For The			Nine Months
	Year Ended			Ended
	December 31,			September 30,
	2007			2008
	(In thousands)
Unaudited Pro Forma Condensed Combined Statement of Operations Data:
Revenues	$	17,368		$	20,741
Operating expenses:
Research and development		29,171			24,715
General and administrative		11,123			7,642
Total operating expenses		40,294			32,357
Interest income, net		3,728			1,628
Net loss	$	(19,198	)	$	(9,988	)

	As of
	September 30,
	2008
	(In thousands)
Unaudited Pro Forma Condensed Combined Balance Sheet Data:
Cash, cash equivalents and short term and long term marketable securities	$	82,951
Working capital		62,346
Total assets		88,612
Stockholders’ equity		58,502

15

Comparative Historical and Unaudited Pro Forma Per Share Data

The following information does not give effect to the reverse stock split of NitroMed common stock described in NitroMed’s Proposal No. 2.

The information below reflects the historical net loss and book value per share of Archemix common stock and the historical net loss and book value per share of NitroMed common stock in comparison with the unaudited pro forma net loss and book value per share after giving effect to the proposed merger of NitroMed with Archemix.

You should read the tables below in conjunction with the audited and unaudited financial statements of NitroMed beginning at page F-1 of this joint proxy statement/prospectus and audited and unaudited financial statements of Archemix beginning at page F-42 of this joint proxy statement/prospectus and the related notes and the unaudited pro forma condensed financial information and notes related to such financial statements included elsewhere in this joint proxy statement/prospectus.

NITROMED

				Nine Months
	Year Ended			Ended
	December 31,			September 30,
	2007			2008
Historical Per Common Share Data:
Net loss per common share — basic and diluted	$	(0.75	)	$	(0.10	)
Book value per share	$	0.53		$	0.41

ARCHEMIX

				Nine Months
	Year Ended			Ended
	December 31,			September 30,
	2007			2008
Historical Per Common Share Data:
Net loss per common share — basic and diluted	$	(5.43	)	$	(2.46	)
Book value per share	$	(25.74	)	$	(22.33	)

NITROMED AND ARCHEMIX

				Nine Months
	Year Ended			Ended
	December 31,			September 30,
	2007			2008
Combined Unaudited Pro Forma Per Share Data:
Net loss per combined share from continuing operations — basic and diluted	$	(0.14	)	$	(0.07	)
Book value per combined share		NA		$	0.40

16

MARKET PRICE AND DIVIDEND INFORMATION

NitroMed’s common stock is listed on The NASDAQ Global Market under the symbol “NTMD.” The following table presents, for the periods indicated, the range of high and low per share sales prices for NitroMed common stock as reported on The NASDAQ Global Market for each of the periods set forth below. Archemix is a private company and its common stock and preferred stock are not publicly traded.

NitroMed Common Stock

	High		Low
Year Ended December 31, 2006
First Quarter	$	14.90	$	7.51
Second Quarter	$	8.86	$	3.59
Third Quarter	$	4.90	$	2.38
Fourth Quarter	$	3.20	$	2.04
Year Ended December 31, 2007
First Quarter	$	4.44	$	2.25
Second Quarter	$	3.98	$	2.11
Third Quarter	$	2.52	$	1.75
Fourth Quarter	$	1.80	$	1.00
Year Ending December 31, 2008
First Quarter	$	1.25	$	0.80
Second Quarter	$	1.52	$	0.81
Third Quarter	$	1.12	$	0.37
Fourth Quarter (through December 18, 2008)	$	0.50	$	0.15

On November 18, 2008, the last full trading day prior to announcement of the proposed merger, the closing price per share of NitroMed common stock as reported on The NASDAQ Global Market was $0.31, for an aggregate value of NitroMed of approximately $14.4 million. Accordingly, if the merger had been consummated on that day, subject to the reverse stock split, the value attributable to the shares of NitroMed common stock issued in connection with the merger to holders of Archemix capital stock, and issuable to holders of Archemix’s outstanding options and warrants and in connection with retention option grants would have equaled $34.4 million, based upon approximately 110.9 million shares of NitroMed common stock issued or issuable to holders of Archemix’s capital stock, options and warrants in the merger, multiplied by $0.31. This assumes that NitroMed’s net cash balance at closing is $45 million and Archemix’s cash and cash equivalent balance at closing is at least $30 million. The exact number of shares issued or issuable by NitroMed will be based on NitroMed’s net cash balance and Archemix’s cash and cash equivalents at closing and will not be calculated until that time.

On December 18, 2008, the last full trading day prior to the filing of this joint proxy statement/prospectus, the closing price per share of NitroMed common stock as reported on The NASDAQ Global Market was $0.34, for an aggregate value of NitroMed of approximately $15.7 million. Accordingly, if the merger had been consummated on that day, subject to the reverse stock split, the value attributable to the shares of NitroMed common stock issued to holders of Archemix capital stock and issuable to holders of Archemix’s outstanding options and warrants and in connection with the retention option grants, would have equaled $37.7 million, based upon approximately 110.9 million shares of NitroMed common stock issued or issuable to holders of Archemix’s capital stock, options and warrants in the merger, multiplied by $0.34. This assumes that NitroMed’s net cash balance at closing is $45 million and Archemix’s cash and cash equivalent balance at closing is at least $30 million. The exact number of shares issued or issuable by NitroMed will be based on NitroMed’s net cash balance and Archemix’s cash and cash equivalents at closing and will not be calculated until that time.

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Because the market price of NitroMed’s common stock is subject to fluctuation, the market value of the shares of NitroMed common stock issued or issuable in connection with the merger may increase or decrease.

Following consummation of the merger and subject to successful application for initial listing with The NASDAQ Global Market, NitroMed’s common stock will continue to be listed on The NASDAQ Global Market, but will trade under the combined company’s new name, “Archemix Corp.” and the new trading symbol, “ARCH.” There has not been, nor is there expected to be in the future, a public market for Archemix common stock or preferred stock.

As of December 1, 2008, NitroMed had approximately 51 holders of record of its common stock. This number does not include shareholders for whom shares are held in a “nominee” or “street” name.

As of December 1, 2008, Archemix had approximately 133 holders of record of its common stock and preferred stock.

Dividends

NitroMed has never declared or paid any cash dividends on its capital stock, nor does it intend to do so in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of NitroMed’s board of directors and will depend upon its financial condition, operating results, capital requirements, deployment of resources and ability to engage in strategic transactions, whether or not the merger is consummated, and such other factors as NitroMed’s board of directors deems relevant.

Archemix has never declared or paid cash dividends on its common stock nor does it intend to do so in the foreseeable future. In addition, the terms of Archemix’s loan agreement with Silicon Valley Bank preclude Archemix from paying dividends.

For detailed information regarding the beneficial ownership of certain stockholders of the combined company upon consummation of the merger, see the section entitled “Principal Stockholders of Combined Company” in this joint proxy statement/prospectus.

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 63, you should carefully consider each of the risks relating to NitroMed, Archemix and the combined company described below. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 339.

NitroMed intends to complete the sale of substantially all of its operating assets in the asset sale. In addition, if the merger is completed, NitroMed’s business immediately following the merger will be the business conducted by Archemix immediately prior to the merger. As a result, the risks described below under “— Risks Related to Archemix” are the most significant risks to the combined company if the merger is completed.

Risks Related to the Merger

The exchange ratios in the merger are subject to adjustment based on NitroMed’s net cash and Archemix’s cash and cash equivalents at closing, which could further dilute either NitroMed’s or Archemix’s securityholders’ ownership in the combined company.

At the effective time of the merger, all outstanding shares of Archemix’s capital stock will be converted into and exchanged for shares of NitroMed common stock, and all outstanding options, whether vested or unvested, and all outstanding warrants to purchase Archemix’s capital stock will be assumed by NitroMed and become options and warrants to purchase NitroMed’s common stock, based upon exchange ratios set forth in the merger agreement for each class and series of Archemix capital stock. In addition, NitroMed will grant retention options to specified employees of Archemix who remain employees or serve on the board of directors of the combined company. If the net cash balance of NitroMed at the closing of the merger is $45 million and Archemix’s cash and cash equivalent balance is at least $30 million, Archemix’s securityholders will own approximately 70% of the combined company and NitroMed’s securityholders will own approximately 30% of the combined company. The merger agreement provides that the exchange ratios for the shares of NitroMed common stock to be issued to the Archemix securityholders in the merger or issuable upon the exercise of assumed options or warrants or retention options are subject to upward and downward adjustment based on the actual net cash balance of NitroMed and the cash and cash equivalent balance for Archemix at the closing of the merger as follows:

•  If the net cash balance of NitroMed at the closing of the merger is below $45 million, the merger agreement provides for adjusting the exchange ratios to increase the number of shares of NitroMed common stock that Archemix securityholders will be entitled to receive pursuant to the merger, which would further dilute current NitroMed securityholders’ ownership in the combined company.

•  If the net cash balance of NitroMed at the closing of the merger is greater than $45 million, the merger agreement provides for adjusting the exchange ratios to decrease the number of shares of NitroMed common stock that Archemix securityholders will be entitled to receive pursuant to the merger, which would further dilute current Archemix securityholders’ ownership in the combined company.

•  If Archemix’s cash and cash equivalent balance is below $30 million at the closing of the merger, then the percentage ownership of the combined company held by NitroMed securityholders will increase by approximately 2%.

The items that will constitute NitroMed’s net cash balance at the closing of the merger are subject to a number of factors, many of which are outside of NitroMed’s control. For a more detailed discussion of the calculation of NitroMed’s net cash at the closing of the merger and to view a table that illustrates how changes in NitroMed’s net cash and Archemix’s cash and cash equivalent balances at the closing of the merger will affect the exchange ratios, see “The Merger Agreement — Merger Consideration and Adjustment” on page 117 of this joint proxy statement/prospectus.

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The exchange ratio is not adjustable based on the market price of NitroMed common stock, and if the market price of NitroMed common stock declines, the value of the shares of NitroMed common stock that Archemix securityholders will be entitled to receive pursuant to the merger could be significantly lower.

The merger agreement has set the exchange ratios for the various classes and series of Archemix capital stock and such exchange ratios are adjustable upward or downward depending upon NitroMed’s net cash balance and Archemix’s cash and cash equivalents, as calculated at the closing of the merger pursuant to the merger agreement, not the market price of NitroMed common stock. Accordingly, any changes in the market price of NitroMed common stock will not affect the number of shares that Archemix securityholders will be entitled to receive pursuant to the merger. However, if the market price of NitroMed common stock declines prior to the closing of the merger, Archemix securityholders would receive merger consideration with less value. Because the exchange ratios do not adjust as a result of changes in the value of NitroMed common stock, for each one percentage point that the market value of NitroMed common stock declines, there is a concomitant one percentage point decline in the value of the total merger consideration issued to Archemix securityholders. For example, on December 1, 2008, the closing price of NitroMed common stock, as reported on The NASDAQ Global Market, was $0.26 per share. Assuming that a total of approximately 110.9 million shares of NitroMed common stock are issued or issuable to Archemix securityholders upon the closing of the merger at a per share value of $0.26 per share, the aggregate merger consideration to be issued to Archemix securityholders in the merger would be approximately $28.8 million. If, however, the closing price of NitroMed common stock on the date of closing of the merger had declined from $0.26 per share to, for example, $0.22 per share, a decline of 15%, the aggregate merger consideration to be issued to Archemix securityholders in the merger would decrease from approximately $28.8 million to approximately $24.4 million, a decline of $4.4 million, or 15%.

Because the lack of a public market for the Archemix shares makes it difficult to evaluate the fairness of the merger, Archemix’s securityholders may receive consideration in the merger that is greater than or less than the fair value of the Archemix shares.

The outstanding capital stock of Archemix is privately held and is not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair value of Archemix. Since the percentage of NitroMed’s equity to be issued to Archemix’s securityholders was determined based on negotiations between the parties, it is possible that the value of the NitroMed common stock issued or issuable in connection with the merger will be greater than the fair value of Archemix. Alternatively, it is possible that the value of the shares of NitroMed’s common stock issued or issuable in connection with the merger will be less than the fair value of Archemix.

NitroMed’s and Archemix’s securityholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger.

It is anticipated that, immediately following the completion of the merger, NitroMed’s securityholders who prior to the closing of the merger own 100% of NitroMed’s common stock, will own approximately 30% of the common stock of the combined company and Archemix’s securityholders who prior to the closing of the merger own 100% of the fully diluted common stock of Archemix will own approximately 70% of the common stock of the combined company, after giving effect to shares issuable pursuant to Archemix’s outstanding options, warrants and the retention options as well as to any shares issuable pursuant to NitroMed’s outstanding options, assuming that NitroMed’s net cash balance at closing is $45 million and that Archemix’s cash and cash equivalent balance at closing is at least $30 million. Accordingly, if the combined company is unable to realize the strategic and financial benefits currently anticipated from the merger, NitroMed’s and Archemix’s securityholders will have experienced substantial dilution of their respective ownership interests without receiving any commensurate benefit.

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Some of NitroMed’s and Archemix’s officers and directors have interests that may be different from yours and influence them to support or approve the merger.

Certain officers and directors of NitroMed and Archemix participate in arrangements that provide them with interests in the merger that are different from yours, including, among others, their continued service as an officer or director of the combined company, retention and severance benefits, the acceleration of restricted stock and stock option vesting and continued indemnification.

It is anticipated that Kenneth Bate, President, Chief Executive Officer and Interim Chief Financial Officer of NitroMed will continue as President and Chief Executive Officer of the combined company. Mr. Bate’s compensation arrangements have not yet been determined. In addition, Argeris Karabelas, Ph.D., and Mark Leschly, directors of NitroMed, may be deemed to have an interest in the transactions contemplated herein because each of them may be deemed to beneficially own approximately 5.1% and 9.3%, respectively, of the outstanding capital stock of Archemix as a result of their affiliations with certain investment funds that hold preferred stock of Archemix. Also, Frank Douglas, M.D., Ph.D., a director of NitroMed, may be deemed to have an interest in the transactions contemplated herein because he owns options to purchase 30,000 shares of common stock of Archemix.

Certain of Archemix’s executive officers are expected to continue as executive officers of the combined company with initial annual base salaries following the merger that are identical to their respective annual base salaries with Archemix immediately prior to the merger. These individuals, their expected positions and annual base salaries with the combined company are as follows:

•  Gregg Beloff — Vice President, Chief Financial Officer, Treasurer and Secretary, annual base salary of $255,500;

•  Duncan Higgons — Executive Vice President, Business Operations, annual base salary of $315,000;

•  Page Bouchard, D.V.M. — Senior Vice President, Research and Preclinical Development, annual base salary of $278,000; and

•  James Gilbert, M.D. — Senior Vice President, Chief Medical Officer, annual base salary of $315,000.

As of December 1, 2008, Archemix’s executive officers and directors, and their affiliates, in the aggregate beneficially owned, directly or indirectly, 56% of the shares of Archemix’s common stock on an as converted basis.

Assuming that the merger had been consummated on December 1, 2008, Archemix’s current executive officers and directors, and their affiliates, would beneficially own, in the aggregate approximately 47,128,457 shares, or approximately 30.4%, of the outstanding common stock of the combined company, which includes options that are exercisable within sixty days of December 1, 2008. Additionally, retention options to purchase an aggregate of 1,708,307 shares of common stock will be granted to these executive officers following completion of the merger, which number assumes application of the common stock exchange ratio specified elsewhere in this joint proxy statement/prospectus.

These interests, among others, may influence the officers and directors of NitroMed and Archemix to support or approve the merger. For a more detailed discussion, see “The Merger — Interests of NitroMed’s Directors and Executive Officers in the Merger” and “The Merger — Interests of Archemix’s Directors and Executive Officers in the Merger” beginning on pages 97 and 100, respectively, of this joint proxy statement/prospectus.

The merger may be completed even though material adverse changes may result from the announcement of the merger, industry-wide changes and other causes.

In general, either party can refuse to complete the merger if there is a material adverse change affecting the other party between November 18, 2008, the date of the merger agreement, and the closing. However, some types of changes do not permit either party to refuse to complete the merger, even if such changes would

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have a material adverse effect on NitroMed or Archemix, to the extent they resulted from the following and do not have a materially disproportionate effect on NitroMed or Archemix, as the case may be:

•  any change in the business, financial condition, assets, operations or financial performance or prospects of NitroMed or Archemix caused by, related to or resulting from, directly or indirectly, the merger and the other transactions and actions contemplated by the merger;

•  any failure by NitroMed or Archemix to meet internal projections or forecasts for any period;

•  any adverse change, effect or occurrence attributable to the United States economy as a whole or the industries in which NitroMed or Archemix competes;

•  any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation of armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of the foregoing;

•  any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof;

•  any effect, change, event, circumstance or development resulting from the announcement or pendency of the merger; or

•  in the case of NitroMed, completion of the asset sale.

In addition, if a material adverse change occurs between November 18, 2008 and the closing that affects one party, and assuming that all other closing conditions have been satisfied, the other party may, to the extent consistent with such party’s obligations under Delaware and federal and state securities laws, elect to complete the merger without seeking further stockholder approval, notwithstanding the material adverse change.

If adverse changes occur but NitroMed and Archemix must still or elect to complete the merger, the combined company’s stock price may suffer.

During the pendency of the merger, NitroMed and Archemix may not be able to enter into a business combination with another party because of restrictions in the merger agreement.

Covenants in the merger agreement limit the ability of NitroMed or Archemix to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the merger. While the merger agreement is in effect, and subject to limited exceptions, each party is prohibited from soliciting, initiating, encouraging or taking actions designed to facilitate any inquiries or the making of any proposal or offer that could lead to the entering into certain extraordinary transactions with any third party, such as a sale of assets, other than the asset sale or a sale of NitroMed’s nitric oxide business other than in specified circumstances, an acquisition of NitroMed’s common stock, a tender offer for NitroMed’s common stock, a merger or other business combination outside the ordinary course of business. Any such transactions could be favorable to such party’s stockholders.

Negative perceptions regarding the pending merger may harm either NitroMed’s or Archemix’s business and employee relationships.

During the pendency of the merger, uncertainty or negative perceptions regarding the merger or the combined company’s business and prospects could harm relationships that either NitroMed or Archemix has established as an independent, standalone company. For example:

•  Suppliers, distributors and other business partners may seek to change or terminate their relationships with either NitroMed or Archemix as a result of the proposed merger.

•  As a result of the proposed merger, current and prospective employees could experience uncertainty about their future roles within the combined company. This uncertainty may adversely affect the ability of either NitroMed or Archemix to retain its key employees, who may seek other employment opportunities.

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In addition, during the pendency of the merger, the management team of either NitroMed or Archemix may be distracted from day to day operations as a result of the proposed merger.

If the merger is completed and the perceived benefits of the merger are not realized, the market price of the combined company’s common stock may decline.

If the merger is completed, the market price of the combined company’s common stock may decline further for a number of reasons, including if:

•  the combined company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts;

•  the effect of the merger on the combined company’s business and prospects is not consistent with the expectations of financial or industry analysts; or

•  investors react negatively to the effect on the combined company’s business and prospects as a result of the merger.

If any of the events described in “Risks Related to Archemix” occur, those events could cause the potential benefits of the merger not to be realized.

Following the effective time of the merger, Archemix’s business is expected to constitute the business of the combined company. As a result, the risks described below in the section entitled “Risks Related to Archemix” beginning on page 37 are among the most significant risks to the combined company if the merger is completed. To the extent any of the events in such risks occur, those events could cause the potential benefits of the merger not to be realized and the market price of the combined company’s common stock to decline.

Risks Related to NitroMed

In addition to the other information contained in this joint proxy statement/prospectus, you should carefully consider each of the risks described below. Until the closing of the proposed asset sale with JHP and the proposed merger with Archemix, NitroMed expects to continue its business in accordance with its existing business strategy. Except as specifically described below, the following discussion of risks related to NitroMed does not reflect changes to NitroMed’s business that will occur if it consummates the proposed asset sale with JHP and the proposed merger with Archemix. Specifically, after the consummation of the asset sale and the merger, NitroMed and Archemix anticipate that the business of the combined company will be the business of Archemix prior to the merger.

For a further discussion of NitroMed’s risks relating to the merger, see “Risks Related to the Merger” beginning on page 19.

Risks Relating to NitroMed’s Business, Strategy and Financial Condition

If NitroMed fails to complete the asset sale, it will have limited resources with which to continue to operate its business and it may not be able to successfully complete the merger or any other strategic transactions for the sale or other divestiture of its BiDil and BiDil XR drug business or remaining assets.

The consummation of the proposed asset sale with JHP is subject to a number of closing conditions, including that NitroMed’s stockholders approve the transaction. The obligation of JHP to complete the transaction is also subject to the absence of changes or circumstances that are materially adverse to the business, financial condition or results of operations of the BiDil drug business as a whole or the assets to be sold in the asset sale, or that materially impair NitroMed’s ability to complete the transaction. NitroMed’s obligation to complete the asset sale is subject to the absence of a material adverse effect on the ability of JHP to complete the purchase of the assets. If the closing conditions for the transaction are not satisfied, then the asset purchase agreement can be terminated. NitroMed has determined to discontinue active promotion of BiDil and currently has very limited manpower with which to operate its business and also has limited cash

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resources to fund its operations. As such, if the asset purchase agreement is terminated and/or NitroMed is otherwise not able to consummate the asset sale, NitroMed will have limited ability to continue its operations.

In addition, completion of the asset sale is a condition to the proposed merger and if the asset sale is not approved by NitroMed’s stockholders or if the asset sale does not close for other reasons, Archemix has the right to terminate the merger agreement, and it is likely Archemix would do so. If NitroMed does not complete the asset sale and as a result Archemix exercises its right to terminate the merger agreement, NitroMed will review all options for continuing operations, including seeking to identify and effect an alternative business combination, sale of assets or another similar strategic transaction or transactions. However, NitroMed may not be able to consummate such an alternative transaction on favorable terms, if at all. If NitroMed is unable to successfully consummate one or more strategic transactions relating to its business, NitroMed may not have sufficient capital to execute on its business plan and could be required to significantly curtail or cease its operations.

Even if NitroMed’s stockholders approve the asset sale, the proposed merger of NitroMed and Archemix may not be approved by stockholders or may not occur for other reasons.

Assuming the asset sale is approved, NitroMed will proceed with the sale of its BiDil and BiDil XR drug business to JHP, pay its liabilities that are not assumed by JHP and continue to pay ongoing operating expenses. After the asset sale to JHP, NitroMed will have very limited operations and assets and no revenue. Even if NitroMed is able to successfully consummate the asset sale to JHP, but the proposed merger between NitroMed and Archemix does not occur, NitroMed will review strategic alternatives for its remaining business and assets, including the possible dissolution of the company and liquidation of its assets, the discharge of any remaining liabilities, and the eventual distribution of remaining assets, if any, to NitroMed stockholders. If NitroMed decides to dissolve and liquidate its assets, that action would require the approval of the holders of the majority of its then outstanding shares of common stock, and NitroMed can not give any assurances as to the amount and timing of liquidation proceeds that might eventually be distributed to its stockholders.

For a further discussion of certain risks NitroMed faces in connection with the closing of the merger, please see “— Risks Relating to the Merger” starting on page 19.

NitroMed has discontinued active promotional activities related to its only commercially-available product, BiDil, which is likely to significantly adversely affect its future revenue and its ability to continue to fund its operations, including supporting continued sales of BiDil and development of BiDil XR.

In January 2008, NitroMed discontinued active promotional activities for BiDil based upon its determination that the successful commercialization of BiDil requires a magnitude of resources that it cannot currently allocate to the program, as well as its plans at that time to conserve cash in order to pursue the development of BiDil XR. NitroMed concurrently implemented a restructuring plan that eliminated approximately 80 positions and it currently employs five individuals. Although NitroMed has discontinued its promotional activities for BiDil, NitroMed continues to contract for the manufacturing of, and to sell, BiDil and maintain the product on the market for patients through normal wholesale and retail channels. NitroMed has also conducted limited advertising in select medical publications, and has utilized a third-party marketing firm to contact healthcare professionals on its behalf, in each case in an effort to maintain a limited market presence for BiDil.

Unless and until it completes a divestiture of its BiDil and BiDil XR drug business, NitroMed expects to incur operating expenses going forward primarily related to keeping BiDil available on the market and to supporting the further development of BiDil XR. NitroMed expects to fund a substantial portion of these operating expenses through ongoing BiDil sales. NitroMed believes that the elimination of its sales force and discontinuation of its active promotional efforts related to BiDil is likely to result in a decline in BiDil prescriptions by healthcare providers and could also adversely affect the willingness of third party payors to provide reimbursement at favorable levels. If physicians do not continue to prescribe BiDil in sufficient quantities, and/or if managed care providers remove BiDil from a preferential reimbursement tier on their plan formularies, then NitroMed’s future revenue from sales of BiDil will decline significantly, it may not generate

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sufficient capital to support continued sales of BiDil, and its ability to advance the development of BiDil XR will be adversely affected, in which case NitroMed may be required to further curtail or cease its operations.

NitroMed has a history of operating losses, and if it is not able to consummate the asset sale and the merger it will require substantial additional cash to fund its operating plan, including supporting any continued sales of BiDil and/or the development of BiDil XR. If such additional capital is not available, NitroMed may be required to cease its operations.

NitroMed has experienced significant operating losses since its inception in 1992. As of September 30, 2008, NitroMed had an accumulated deficit of $350.0 million. NitroMed has incurred losses in all but one quarter since its inception, it has discontinued active promotion of BiDil, and it may incur losses in future periods. Losses that NitroMed may incur in the future could fluctuate from quarter to quarter, and these fluctuations could be substantial.

In January 2008, NitroMed ceased actively promoting sales of BiDil, which is its only significant source of revenue. Pending the sale of its BiDil and BiDil XR drug business to JHP, NitroMed expects to incur operating expenses going forward primarily related to keeping BiDil available on the market and to supporting the further development of BiDil XR. Whether or not the asset sale is completed, NitroMed believes that its existing sources of liquidity and the cash expected to be generated from future sales of BiDil, together with the significant reduction in expenditures as a result of its January 2008 restructuring, will be sufficient to fund its operations for at least the next twelve months. However, NitroMed’s future capital requirements, and the period in which it expects its current cash to support its operations, may vary due to a number of factors, including the following:

•  NitroMed’s ability to successfully consummate one or more strategic arrangements relating to its business and assets, including the asset sale and the proposed merger and the expenses related to any such transactions;

•  the amount of future product sales of BiDil;

•  the cost of manufacturing and selling BiDil;

•  the timing of collections related to sales of BiDil;

•  the time and costs involved in completing the clinical trials and further development of, and obtaining regulatory approvals for, BiDil XR, if at all;

•  the effect of competing technological and market developments;

•  the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims;

•  the cost of maintaining licenses to use patented technologies;

•  unfavorable conditions in the capital markets, which may adversely affect the value and liquidity of its investments; and

•  general global and domestic economic conditions, including inflation, recessionary risks and volatile energy costs.

NitroMed intends to divest all or substantially all of its business through the asset sale and then to consummate the proposed merger. If the proposed merger with Archemix is not approved by NitroMed’s stockholders or is not completed for other reasons, NitroMed will continue to consider and explore strategic alternatives for its remaining business and assets that may include, without limitation, seeking to identify and effect a different business combination, a divestiture of any remaining assets, or another similar strategic transaction or transactions. The process of identifying and effecting such a transaction may take a considerable period of time and may not occur at all.

If NitroMed is able to successfully consummate the asset sale to JHP, but the proposed merger between NitroMed and Archemix does not occur, NitroMed will review strategic alternatives for its remaining business

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and assets, including the possible dissolution of the company and liquidation of its assets, the discharge of any remaining liabilities, and the eventual distribution of remaining assets, if any, to NitroMed stockholders.

If NitroMed fails to regain compliance with the requirements for continued listing on The NASDAQ Global Market, its common stock could be delisted from trading, which would adversely affect the liquidity of its common stock and its ability to raise additional capital or enter into strategic transactions.

On September 16, 2008, NitroMed received a letter from The NASDAQ Stock Market’s Listing Qualifications Department providing notification that, for the last 30 consecutive business days, the bid price of its common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The NASDAQ Global Market, referred to as the minimum bid price rule. NASDAQ stated in such notification that, in accordance with the NASDAQ Marketplace Rules, NitroMed has 180 calendar days, or until March 16, 2009, to regain compliance with the minimum bid price rule. On October 22, 2008, NitroMed received an additional letter from NASDAQ to advise it that NASDAQ has suspended enforcement of the bid price requirements for all NASDAQ listed companies through January 19, 2009. The bid price rules will be reinstated on January 20, 2009. As a result of this suspension, NASDAQ has informed NitroMed that, because it still had 151 days remaining in its 180 day compliance period as of the suspension date, that upon reinstatement of the bid price rules on January 20, 2009, NitroMed will still have that number of days, or until June 19, 2009, to regain compliance.

NASDAQ has notified NitroMed that if, at any time before June 19, 2009, the bid price of its common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, NASDAQ will provide written notification that NitroMed has achieved compliance with the minimum bid price rule. However, NASDAQ may, in its discretion, require that NitroMed maintain a bid price of in excess of $1.00 for a period in excess of 10 days, but generally no more than 20 days, before determining that it has demonstrated the ability to maintain long-term compliance. If NitroMed does not regain compliance with the minimum bid price rule by June 19, 2009, NASDAQ will provide written notification that its securities will be delisted from The NASDAQ Global Market. At that time, NitroMed may appeal NASDAQ’s determination to delist its securities to a NASDAQ Listing Qualifications Panel. NitroMed can not assure you that any such appeal, if made, would be successful. Alternatively, in the event such delisting is based solely upon non-compliance with the minimum bid price rule, NitroMed could apply to transfer its securities to The NASDAQ Capital Market, provided that it satisfies the requirements for initial listing on such market, other than the minimum bid price rule. If such an application were approved and NitroMed otherwise maintains the listing requirements for The NASDAQ Capital Market, other than the minimum bid price requirement, NitroMed would be afforded the remainder of The NASDAQ Capital Market’s second 180 calendar day grace period in order to regain compliance with the minimum bid price rule.

There are many factors that may adversely affect NitroMed’s minimum bid price, including those described throughout this section and the section titled “Risks Related to the Merger.” Many of these factors are outside of NitroMed’s control. As a result, NitroMed may not be able to sustain compliance with the minimum bid price rule in the long term. Any potential delisting of NitroMed’s common stock from The NASDAQ Global Market would make it more difficult for its stockholders to sell its common stock in the public market and would likely result in decreased liquidity and increased volatility for its common stock.

Commercialization risks and other factors may adversely affect NitroMed’s ability to maintain sales of BiDil and, if successfully developed, BiDil XR.

Factors that NitroMed believes may materially adversely affect continued sales of BiDil, and may also affect sales of BiDil XR, if it is successfully developed and commercialized, include:

•  the discontinuation of NitroMed’s active promotional efforts related to BiDil as a result of its January 2008 restructuring plan;

•  the unavailability of favorable government and third-party payor reimbursement;

•  NitroMed’s inability to manufacture and sell BiDil at a competitive price;

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•  the availability in generic form and at substantially lower prices of the individual components that constitute BiDil (isosorbide dinitrate, which is separately marketed for angina, and hydralazine hydrochloride, which is separately marketed for hypertension) and the misperception by physicians, patients and payors that these generic components are equivalent to BiDil;

•  the requirement by potential large purchasers of BiDil, such as hospitals or health maintenance organizations, or by state formularies, other government agencies or private payors that approve reimbursement for drugs, that the generic components of BiDil be substituted for BiDil;

•  the failure of physicians, third-party payors and patients to accept a product intended to improve therapeutic results based on ethnicity or to accept BiDil as being safe, effective, easy to administer and medically necessary; and

•  NitroMed’s inability to maintain the necessary patent protection, licenses and regulatory approvals required to manufacture and sell BiDil.

If the third-party manufacturer of BiDil encounters delays or difficulties in production, NitroMed may not be able to meet demand for the product and it may lose potential revenue, which would adversely affect its financial results and its ability to execute its business plan.

NitroMed does not physically manufacture BiDil and has no plans to do so. NitroMed has engaged Schwarz Pharma under a five-year exclusive manufacturing and supply agreement solely for the three times daily immediate release dosage formulation of BiDil. The terms of the supply agreement provide that it may be terminated by either NitroMed or Schwarz Pharma under specified circumstances, including a material breach of the supply agreement by either party, the occurrence of a payment default by NitroMed, its material impairment of the manufacturing licenses NitroMed has granted to Schwarz Pharma or a failure of Schwarz Pharma to supply conforming products. In addition, either party may terminate the supply agreement in the event the FDA takes any action, the result of which is to permanently prohibit the manufacture, sale or use of the product.

Furthermore, Schwarz Pharma may encounter difficulties in production. These problems may include, but are not limited to:

•  difficulties with production costs and yields;

•  quality control and assurance;

•  difficulties obtaining ingredients for NitroMed’s products;

•  shortages of qualified personnel;

•  compliance with strictly enforced federal, state and foreign regulations; and

•  lack of capital funding.

If NitroMed is unable to maintain a commercially reasonable manufacturing agreement for the production of BiDil with Schwarz Pharma, it has no back-up manufacturing facility and thus it would not be able to manufacture and sell BiDil until another facility was qualified. The number of third-party manufacturers with the manufacturing and regulatory expertise and facilities necessary to manufacture finished products for NitroMed on a commercial scale is limited, and it would take a significant amount of time to arrange, qualify, and receive necessary regulatory approval for alternative arrangements. NitroMed may not be able to contract for alternative manufacturing on acceptable terms, if at all.

If NitroMed is unable to successfully contract for third-party manufacturing, or if Schwarz Pharma or any other third-party manufacturer of BiDil fails to deliver the required commercial quantities of finished product on a timely basis and at commercially reasonable prices, NitroMed may be unable to meet the demand for its product and it may lose potential revenues, all of which could cause the price of its common stock to decline and would adversely affect its financial results and its ability to execute its business plan.

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NitroMed relies on a single supplier for one of the two active ingredients in BiDil, and the loss of this supplier could prevent or interrupt the sale of BiDil, which would materially harm its business.

NitroMed relies on Sumitomo Corp. for its supply of hydralazine hydrochloride, one of the two active ingredients in BiDil. Sumitomo is currently the only supplier that is qualified to provide hydralazine hydrochloride for the manufacture of BiDil. NitroMed does not have any agreement with Sumitomo regarding the supply of hydralazine hydrochloride. If Sumitomo stops manufacturing or is unable to manufacture hydralazine hydrochloride, or if NitroMed is unable to procure hydralazine hydrochloride from Sumitomo on commercially favorable terms, NitroMed will need to identify, qualify, and obtain FDA approval of a new drug application, or NDA, supplement for an alternative manufacturer/supplier of hydralazine hydrochloride. If NitroMed is unable or delayed in doing this, NitroMed may be unable to continue to sell BiDil on commercially viable terms, if at all, or the supply of BiDil may be interrupted. Furthermore, because Sumitomo is currently the sole qualified supplier of hydralazine hydrochloride for the manufacture of BiDil, Sumitomo exercises control over the price of hydralazine hydrochloride that NitroMed purchases. Any increase in the price for hydralazine hydrochloride may reduce NitroMed’s gross margins and adversely affect its ability to sell BiDil at a favorable price, unless an alternative manufacturer/supplier can be identified and qualified, a NDA supplement for the use of this manufacturer/supplier can be approved by the FDA, and a favorable price can be negotiated.

BiDil is subject to ongoing regulatory review and oversight. If NitroMed fails to comply with continuing United States regulations, it could lose its approval to market BiDil and its business would be seriously harmed.

Even after approval, any products NitroMed develops are subject to ongoing regulatory review and restrictions, including the review of new clinical results and other post-marketing data. The FDA can propose to withdraw approval or place additional restrictions on indications for which NitroMed can market the product or the manner in which it may distribute the product if new clinical data or experience shows that a product is not safe for use under the approved conditions of use. In addition, NitroMed is required to report any serious and unexpected adverse experiences and certain quality problems with BiDil and make other periodic reports to the FDA.

The marketing claims NitroMed is permitted to make in labeling or advertising regarding its marketed products must comply with FDA laws and regulations and are limited to those specified in any FDA approval. Although NitroMed is not actively marketing BiDil, it could face liability for its previous marketing activities if the FDA believes that NitroMed has promoted its products for unapproved indications or otherwise failed to comply with the FDA’s promotional labeling or advertising regulations, or guidelines regarding company support for continuing medical education. Based on such allegations, the FDA could issue an untitled letter or warning letter, or take other enforcement action including seizure of allegedly violative product, injunctions or civil or criminal prosecution against NitroMed and its officers or employees. In addition, the Department of Justice enforces laws prohibiting kickbacks to healthcare providers and false claims in connection with government-funded reimbursement programs for drug purchases, such as Medicare and Medicaid, and any prior off-label marketing of BiDil could subject NitroMed to civil or criminal prosecution, for which the government could seek to recover substantial monetary penalties, the imposition of restrictions on its marketing activities, and the exclusion of BiDil from eligibility for government reimbursement programs.

In addition, the manufacturer and the manufacturing facilities NitroMed uses to produce BiDil are subject to periodic review and inspection by the FDA. The discovery of any previously unknown problems with a product, manufacturer or facility may result in restrictions on the product, manufacturer or manufacturing facility, including withdrawal of the product from the market. Certain changes to an approved product often require prior FDA approval before the product, as modified, may be marketed.

If NitroMed or its third-party manufacturers or service providers fail to comply with applicable federal, state or foreign laws or regulations, NitroMed or they could be subject to enforcement actions which could affect NitroMed’s ability to develop, market and sell BiDil successfully and could harm its reputation and lead to lower acceptance of BiDil by the market. These enforcement actions include product seizures; voluntary or

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mandatory recalls; patient or physician notifications, including letters to healthcare professionals and corrective advertising; withdrawal of product approvals; restrictions on, or prohibitions against, marketing its products; operating restrictions; fines; restrictions on importation or exportation of its products; injunctions; debarments; civil and criminal penalties; and suspension of review of, or refusal to approve, pending applications.

Clinical testing of BiDil XR may not be successful, in which case NitroMed may be unable to commercialize BiDil XR and the value of its business will substantially decline.

In order to obtain regulatory approvals for the commercial sale of BiDil XR, NitroMed will be required to complete clinical trials in humans to demonstrate the safety and efficacy of BiDil XR. Clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more of NitroMed’s clinical trials of BiDil XR can occur at any stage of testing.

NitroMed met with the FDA in December 2007, and the agency agreed that NitroMed’s clinical development plan to conduct bioequivalence and pharmacodynamic studies comparing BiDil XR to the current commercial immediate release formulation of BiDil is acceptable. The agency indicated that such a plan could support FDA approval to commercialize BiDil XR, if bioequivalence is demonstrated. The bioequivalence study design compares the pharmacokinetics of the XR formulation to the pharmacokinetics of the immediate release formulation. Pharmacokinetics refers to the manner in which the body absorbs, distributes, metabolizes and excretes the study drug. The adequacy of the results will ultimately be determined by the FDA during the regulatory review period. Although NitroMed is encouraged by this meeting with the FDA, it may experience numerous unforeseen events during, or as a result of, its planned clinical trials of BiDil XR that could delay or prevent its ability to receive regulatory approval for, or commercialize, BiDil XR, including:

•  conditions imposed on NitroMed by the FDA regarding the scope or design of its clinical trials;

•  difficulty obtaining or maintaining internal review board approval of studies;

•  problems in finalizing the formulation of BiDil XR through NitroMed’s planned clinical studies;

•  NitroMed’s clinical trials may produce negative or inconclusive results, and it may decide, or regulators may require it, to conduct additional clinical trials, including testing alternative formulations of BiDil XR;

•  the number of patients required for NitroMed’s clinical trials may be larger than it anticipates, enrollment in its clinical trials may be slower than it currently anticipates, or participants may drop out of its clinical trials at a higher rate than it anticipates, any of which would result in significant delays and increased costs;

•  NitroMed’s third party contractors may fail to comply with regulatory requirements or meet their contractual obligations to NitroMed in a timely manner;

•  NitroMed might have to suspend or terminate one or more of its clinical trials if the participants are being exposed to unacceptable health risks;

•  regulators may require that NitroMed hold, suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements;

•  the cost of NitroMed’s clinical trials may be greater than it anticipates;

•  the supply or quality of BiDil XR or other materials necessary to conduct NitroMed’s clinical trials may be insufficient or inadequate; and

•  the effects of BiDil XR may not be the desired effects or may include undesirable side effects or may have other unexpected characteristics.

If NitroMed is required to conduct additional clinical trials or other testing of BiDil XR beyond those that it currently contemplates, if NitroMed is unable to successfully complete its clinical trials or other testing,

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if the results of these trials or tests are not positive or are only modestly positive, or if there are safety concerns, NitroMed may:

•  be delayed in obtaining marketing approval for BiDil XR;

•  not be able to obtain marketing approval;

•  obtain approval for an indication that is not as broad as intended; or

•  have the product removed from the market after obtaining marketing approval.

NitroMed’s product development costs will also increase if it experiences delays in testing or approvals. NitroMed does not know whether future clinical trials will begin as planned, will need to be redesigned or will be completed on schedule, if at all. Significant clinical trial delays also could shorten any periods during which NitroMed may have the exclusive right to commercialize BiDil XR, or allow its competitors to bring products to market before it does, which could impair its ability to commercialize BiDil XR and may harm its business and results of operations.

If NitroMed is not able to obtain required regulatory approvals, it will not be able to commercialize BiDil XR and its ability to generate revenue will be materially impaired.

BiDil XR, and the activities associated with its development and commercialization, including testing, manufacture, safety, efficacy, recordkeeping, labeling, storage, approval, advertising, promotion, sale and distribution, are subject to comprehensive regulation by the FDA and other regulatory agencies in the United States and by authorities in other countries. Failure to obtain regulatory approval for BiDil XR will prevent NitroMed from commercializing BiDil XR.

Securing FDA approval may require the submission of extensive preclinical and clinical data, information about product manufacturing processes and inspection of facilities and supporting information to the FDA for each therapeutic indication to establish the product candidate’s safety and efficacy. BiDil XR may not be effective, may be only moderately effective or may prove to have undesirable side effects, toxicities or other characteristics that may preclude its obtaining regulatory approval or prevent or limit commercial use.

The process of obtaining regulatory approvals is expensive and often takes many years, if approval is obtained at all, and can vary substantially based upon the type, complexity and novelty of the product candidate involved. Changes in the regulatory approval policy during the development period, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application. The FDA has substantial discretion in the approval process and may refuse to accept any application, or the FDA may decide that NitroMed’s data are insufficient for approval and require additional preclinical, clinical or other studies. In addition, varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent regulatory approval of a product candidate. Any regulatory approval NitroMed ultimately obtains may be limited in scope or subject to restrictions or post-approval commitments that render the product not commercially viable. If any regulatory approval that NitroMed obtains is delayed or is limited, it may decide not to commercialize BiDil XR after receiving the approval.

The development and future commercialization of BiDil XR may be terminated or delayed, and the cost of development and future commercialization may increase, if third parties on whom NitroMed relies to manufacture BiDil XR do not fulfill their obligations.

NitroMed does not have manufacturing capabilities for BiDil XR and has no current plans to develop any such capacity in the future. In order to continue to develop BiDil XR, apply for regulatory approvals and commercialize this product, NitroMed plans to rely on its collaborative licensor, Elan Pharma International Limited, and its affiliate, Elan Drug Delivery, Inc., for the production of clinical and commercial quantities of BiDil XR. In addition, contract manufacturers are subject to ongoing periodic, unannounced inspection by the FDA and corresponding state and foreign agencies or their designees to ensure strict compliance with current Good Manufacturing Practices, or cGMP, and other governmental regulations and corresponding foreign

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standards. The cGMP requirements govern, among other things, quality control of the manufacturing process and documentation of policies and procedures. Other than through contract, NitroMed does not have control over compliance by its contract manufacturers with these regulations and standards. NitroMed’s present or future contract manufacturers may not be able to comply with cGMP and other FDA requirements or similar regulatory requirements outside the United States. Any failure by NitroMed’s contract manufacturers or NitroMed to comply with applicable regulations could result in sanctions being imposed on it, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approval of BiDil XR, delays, suspension or withdrawal of approvals, seizures or recalls of such product candidate, operating restrictions, and criminal prosecutions, any of which could significantly and adversely affect NitroMed’s business. NitroMed will depend upon these third parties to perform their obligations in a timely manner and in accordance with applicable laws and regulations, including those related to quality control and quality assurance. To the extent that third-party manufacturers with whom NitroMed contracts fail to perform their obligations in accordance with applicable laws and regulations, NitroMed may be adversely affected in a number of ways, including:

•  NitroMed may not be able to initiate or continue clinical trials of BiDil XR;

•  NitroMed may be delayed in submitting applications for regulatory approvals for BiDil XR; and

•  even if NitroMed successfully commercializes BiDil XR, it may be required to cease distribution and/or recall some or all batches of the product and it may not be able to meet commercial demands for its products or achieve profitability.

Risks Relating to NitroMed’s Intellectual Property Rights

NitroMed’s patent protection for BiDil, the individual components of which are available in generic form, is limited, and NitroMed may be subject to generic substitution or competition and resulting pricing pressure.

NitroMed has no composition of matter patent covering BiDil, its product for the treatment of heart failure in self-identified black patients as an adjunct to current standard therapy. BiDil is a fixed-dose combination of two individual components, isosorbide dinitrate and hydralazine hydrochloride, both of which are available in generic form, which are approved and separately marketed, in dosages similar to those it includes in BiDil, for indications other than heart failure, at prices below the prices NitroMed is charging for BiDil. NitroMed has two issued method-of-use patents that expire in 2020. One patent covers the use of the combination of isosorbide dinitrate and hydralazine hydrochloride to reduce mortality associated with chronic congestive heart failure, for improving the oxygen consumption, for improving the quality of life or for improving exercise tolerance in a black patient. The other patent covers the use of the combination of isosorbide dinitrate and hydralazine hydrochloride in certain dosage amounts for reducing mortality associated with heart failure in a black patient. NitroMed’s method of use patent that covered the use of the combination of isosorbide dinitrate and hydralazine hydrochloride to reduce the incidence of mortality associated with chronic congestive heart failure expired in accordance with its terms in April 2007.

NitroMed may not be able to enforce its method-of-use patents to prevent physicians from prescribing isosorbide dinitrate and hydralazine hydrochloride separately for the treatment of heart failure in black patients, even though neither drug is approved for such use. NitroMed also may not be able to enforce these method-of-use patents to prevent hospitals and pharmacies from supplying such patients with these individual components separately in lieu of BiDil.

Other factors may also adversely affect NitroMed’s patent protection for BiDil. If NitroMed is successful in marketing BiDil, manufacturers of generic drugs will have an incentive to challenge its patent position. The combination therapy of isosorbide dinitrate and hydralazine hydrochloride for use in heart failure was developed through lengthy, publicly-sponsored clinical trials conducted during the 1980s, prior to the filing of the patent application that resulted in the 2007 patent. The U.S. Patent and Trademark Office, or U.S. patent office, considered published reports on these clinical trials and concluded that they did not constitute prior art that would prevent the issuance of the 2007 patent. The U.S. patent office also considered the question of

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whether the 2007 patent constituted prior art with respect to the 2020 patents, and determined that the claims of the 2020 patents were non-obvious and patentable. A court considering the validity of the 2020 patents with respect to questions of prior art might be presented with other alleged prior art or might reach conclusions different than those reached by the U.S. patent office. If the 2020 patents were to be invalidated or if physicians were to prescribe isosorbide dinitrate and hydralazine hydrochloride separately for heart failure in black patients, NitroMed’s BiDil revenue could be significantly reduced, it could fail to recover the cost of developing BiDil and BiDil might not be a viable commercial product.

If NitroMed is not able to obtain and enforce patent protection for its discoveries, its ability to divest its product candidates and technologies will be harmed, and NitroMed may not be able to successfully operate its business.

NitroMed’s success depends, in part, on its ability to protect proprietary methods and technologies that NitroMed developed under the patent and other intellectual property laws of the United States and other countries, in order to prevent others from using its inventions and proprietary information. Because certain United States patent applications are confidential until patents issue, such as applications filed prior to November 29, 2000, or applications filed after such date which will not be filed in foreign countries, third parties may have filed patent applications for technology covered by NitroMed’s pending patent applications without it being aware of those applications, and NitroMed’s patent applications may not have priority over patent applications of others.

The process of seeking patent protection for NitroMed’s discoveries is expensive and time consuming, and NitroMed may not be able to prosecute all necessary or desirable patent applications or maintain all issued patents at a reasonable cost. Despite NitroMed’s efforts to protect its proprietary rights, unauthorized parties may be able to obtain and use information that NitroMed regards as proprietary. The mere issuance of a patent does not guarantee that it is valid or enforceable; even if NitroMed has obtained patents, they may not be valid or enforceable against third parties.

The issued patents and patent applications for NitroMed’s potential product candidates and nitric oxide technology include claims with respect to both the composition of specific products or compounds and specific methods of using these products or compounds in therapeutic areas. In some cases, like BiDil, NitroMed’s only patent protection is with respect to the method of using a product or compound. Method-of-use patents may provide less protection for NitroMed’s product candidates and products. If another company gains FDA approval for an indication separate from the one claimed in NitroMed’s method-of-use patents, physicians may be able to prescribe that product for use in the approved indication. In addition, physicians may prescribe a product for which NitroMed or its potential strategic partners have obtained approval for an unapproved indication for that product. As a practical matter, NitroMed or its potential strategic partners may not be able to enforce NitroMed’s method-of-use patents against physicians prescribing products for such off-label use. Off-label use and any resulting off-label sales could make it more difficult to obtain the price NitroMed or its potential strategic partners would otherwise wish to achieve for, or to successfully commercialize, its potential products. In addition, in those situations where NitroMed has only method-of-use patent coverage for a product candidate, it may be more difficult to find a pharmaceutical company partner to license or support development of NitroMed’s potential product candidates.

NitroMed’s pending patent applications may not result in issued patents. The patent position of pharmaceutical or biotechnology companies, including NitroMed’s, is generally uncertain and involves complex legal and factual considerations. The standards which the U.S. patent office and its foreign counterparts use to grant patents are not always applied predictably or uniformly and can change over time. There is also no uniform, worldwide policy regarding the subject matter and scope of claims granted or allowable in pharmaceutical or biotechnology patents. Accordingly, NitroMed does not know the degree of future protection for its proprietary rights or the breadth of claims allowed in any patents issued to NitroMed or to others.

NitroMed also relies on trade secrets, know-how and technology, which are not protected by patents, to maintain its competitive position. If any trade secret, know-how or other technology not protected by a patent

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were to be disclosed to or independently developed by a competitor, NitroMed’s business and financial condition could be materially adversely affected.

If NitroMed becomes involved in patent litigation or other proceedings to enforce its patent rights, NitroMed would incur substantial costs and expenses, could incur substantial liability for damages and could be required to stop product development and commercialization efforts.

A third party may sue NitroMed for infringing on its patent rights. Likewise, NitroMed may need to resort to litigation to enforce a patent issued to it or to seek a declaratory judgment on the scope and validity of third-party proprietary rights. The cost to NitroMed of any litigation or other proceedings relating to intellectual property rights, even if resolved in NitroMed’s favor, could be substantial, and the litigation would divert management’s efforts. Some of NitroMed’s competitors may be able to sustain the costs of complex patent litigation more effectively than NitroMed can because they have substantially greater resources. Uncertainties resulting from litigation could limit NitroMed’s ability to continue its operations.

If a third party is able to successfully claim that the development or use by NitroMed of proprietary technologies infringes upon such third party’s intellectual property rights, NitroMed might be forced to pay damages, potentially including treble damages, if it is found to have willfully infringed on such party’s patent rights. In addition to any damages NitroMed might have to pay, a court could require NitroMed to stop the infringing activity or obtain a license on terms that are unfavorable to NitroMed. In addition, some licenses may be non-exclusive, and therefore NitroMed’s competitors may have access to the same technology licensed to NitroMed. If NitroMed fails to obtain a required license or is unable to design around a patent, NitroMed may be unable to effectively market some of its technology and product candidates, which could limit its ability to generate revenues or achieve profitability and possibly prevent NitroMed from generating sufficient revenue to sustain its operations.

NitroMed in-licenses a significant portion of its principal proprietary technologies, and if it fails to comply with its obligations under any of the related agreements, NitroMed could lose license rights that are necessary to commercializing BiDil and out-licensing its other product candidates.

NitroMed is a party to several licenses that give NitroMed rights to third-party intellectual property that are necessary for its business. In particular, NitroMed has obtained the exclusive right to develop and commercialize BiDil pursuant to a license agreement with Dr. Jay N. Cohn, and some of NitroMed’s intellectual property rights relating to nitric oxide compounds have been obtained pursuant to license agreements with the Brigham and Women’s Hospital and Boston University. In addition, NitroMed may enter into additional licenses in the future. These licenses impose various development, commercialization, funding, royalty, diligence, and other obligations on NitroMed. If NitroMed breaches these obligations, the licensor may have the right to terminate the license or render the license non-exclusive, which could result in NitroMed being unable to develop, manufacture and sell products that are covered by the licensed technology.

Risks Relating to NitroMed’s Industry

NitroMed could be negatively impacted by the application or enforcement of federal and state fraud and abuse laws, including anti-kickback laws and other federal and state anti-referral laws.

NitroMed is subject to various federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback laws and physician self-referral laws. Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, imprisonment and exclusion from participation in federal and state healthcare programs, including the Medicare, Medicaid and Veterans Administration health programs. Because of the far-reaching nature of these laws, NitroMed may be required to alter or discontinue one or more of its practices to be in compliance with these laws. Healthcare fraud and abuse regulations are complex, and even minor irregularities can potentially give rise to claims that a statute or prohibition has been violated. Any violations of these laws, or any action against NitroMed for violation of these laws, even if NitroMed successfully defends against it, could result in a material adverse effect on its business, financial condition and results of operations. Moreover, if there is a change in law, regulation or administrative or judicial

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interpretations, NitroMed may have to change or discontinue its business practices or its existing business practices could be challenged as unlawful, which could have a material adverse effect on its business, financial condition and results of operations.

In addition, NitroMed could become subject to false claims litigation under federal statutes, which can lead to treble damages based on the reimbursements by federal healthcare programs, civil money penalties (including penalties levied on a per false claim basis), restitution, criminal fines and imprisonment, and exclusion from participation in Medicare, Medicaid and other federal and state healthcare programs. These false claims statutes include the False Claims Act, which allows any person to bring suit on behalf of the federal government alleging the submission of false or fraudulent claims, or causing to present such false or fraudulent claims, under federal programs or contracts claims or other violations of the statute and to share in any amounts paid by the entity to the government in fines or settlement. These suits against pharmaceutical and biotechnology companies have increased significantly in recent years and have increased the risk that a healthcare company will have to defend a false claim action, pay fines or restitution, or be excluded from the Medicare, Medicaid or other federal and state healthcare programs as a result of an investigation arising out of such action. It is possible that NitroMed could become subject to such litigation and, if NitroMed is not successful in defending against it, such litigation would have a material adverse effect on its business, financial condition and results of operations. In addition, the cost of defending claims or allegations under the False Claims Act, even if successful, would also have a material adverse effect on its business, financial condition and results of operations.

NitroMed faces significant competition and its ability to successfully compete has been significantly adversely affected by its discontinuation of promotional activities for BiDil, which may result in others commercializing competitive products more successfully.

The pharmaceutical industry is highly competitive and characterized by rapid and significant technological change. Moreover, because NitroMed has discontinued all promotional activities for BiDil and NitroMed has ceased all research and development related to its nitric oxide-based product candidates, its ability to effectively compete in the marketplace has been significantly adversely affected. NitroMed’s principal competitors are large, multinational pharmaceutical companies that have substantially greater financial and other resources than NitroMed does and are conducting extensive research and development activities on technologies and product candidates similar to or competitive with NitroMed’s. Many of NitroMed’s competitors are more experienced than NitroMed is in pharmaceutical development and commercialization, obtaining regulatory approvals and product marketing and manufacturing. As a result, NitroMed’s competitors may:

•  develop and commercialize products that render BiDil and/or BiDil XR, if successfully developed and commercialized, obsolete or non-competitive or that cause BiDil to be less desirable as a result of patent or non-patent exclusivity;

•  develop product candidates and market products that are less expensive or more effective than BiDil;

•  initiate or withstand substantial price competition more successfully than NitroMed can;

•  have greater success in recruiting skilled scientific workers from the limited pool of available talent;

•  more effectively negotiate third-party licenses and strategic relationships; and

•  take advantage of product acquisition or other opportunities more readily than NitroMed can.

There are a number of companies currently marketing and selling products to treat heart failure in the general population that compete with BiDil. These include GlaxoSmithKline, plc, which currently markets Coreg^®, Merck & Co., Inc., which currently markets Vasotec^® and Astra Zeneca, plc, which currently markets Toprol XL^®. NitroMed also competes on the basis of the availability in generic form and at substantially lower prices of the individual components that constitute BiDil (isosorbide dinitrate, which is separately marketed for angina, and hydralazine hydrochloride, which is separately marketed for hypertension). Although these generic components are not bioequivalent to BiDil, physicians have prescribed them in lieu of prescribing BiDil and may continue to do so in the future.

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NitroMed expects to face similar competitive factors with respect to BiDil XR to the extent that BiDil XR is successfully developed and commercialized.

NitroMed may be exposed to product liability claims and may not be able to obtain or maintain adequate product liability insurance.

NitroMed’s business exposes it to the risk of product liability claims that is inherent in the clinical testing, manufacturing and marketing of human therapeutic products. NitroMed’s clinical trial and commercial product liability insurance is subject to deductibles and coverage limitations. NitroMed may not be able to obtain or maintain insurance on acceptable terms, if at all. Moreover, any insurance that NitroMed does obtain may not provide adequate protection against potential liabilities, and its capital resources could be depleted as a result.

Risks Relating to NitroMed’s Common Stock

The price of NitroMed’s common stock is likely to continue to be volatile in the future.

The stock market has from time to time experienced significant price and volume fluctuations that may be unrelated to the operating performance of particular companies. In addition, the market price of NitroMed’s common stock has been and may continue to be highly volatile. During the period from January 1, 2006 to December 18, 2008, the day before the filing of this joint proxy/prospectus statement, NitroMed’s stock price has ranged from a low of $0.15 per share on each of October 8 and 10 and November 25, 2008 to a high of $14.90 per share on January 9, 2006. The following factors, among others, may affect the price of NitroMed’s common stock:

•  fluctuations in NitroMed’s financial results, including with respect to sales of BiDil;

•  announcements concerning fundamental or material corporate transactions, restructuring or the like, or NitroMed’s failure to successfully consummate any such transaction;

•  general market conditions, both domestic and international;

•  announcements of technological innovations or new commercial products by NitroMed’s competitors;

•  announcements of actual or potential results relating to NitroMed’s BiDil XR development program;

•  governmental regulations and regulatory developments in both the U.S. and foreign countries affecting NitroMed or its competitors;

•  disputes relating to patents or other proprietary rights affecting NitroMed or its competitors;

•  public concern as to the safety of products developed by NitroMed or other biotechnology and pharmaceutical companies;

•  fluctuations in price and volume in the stock market in general, or in the trading of the stock of biopharmaceutical and biotechnology companies in particular, that are unrelated to NitroMed’s operating performance;

•  sales of common stock by existing stockholders; and

•  the perception that such issuances or sales could occur.

Insiders have substantial control over NitroMed and could delay or prevent a change in corporate control.

As of December 1, 2008, NitroMed’s directors and executive officers, together with their affiliates, beneficially owned, in the aggregate, approximately 35.2% of its outstanding common stock. As a result, these stockholders, if acting together, may have the ability to determine the outcome of most matters submitted to NitroMed’s stockholders for approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of NitroMed’s assets. In addition, these persons, if acting

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together, could have the ability to control the management and affairs of NitroMed. Accordingly, this concentration of ownership may harm the market price of NitroMed’s common stock by:

•  delaying, deferring or preventing a change in control of NitroMed;

•  impeding a merger, consolidation, takeover or other business combination involving NitroMed; or

•  discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of NitroMed.

Provisions in NitroMed’s charter documents and under Delaware law may prevent or frustrate attempts by stockholders to change current management and hinder efforts to acquire a controlling interest in NitroMed.

Provisions of NitroMed’s restated certificate of incorporation and bylaws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions may prevent or frustrate attempts by stockholders to replace or remove NitroMed’s current management. These provisions include:

•  a prohibition on stockholder action through written consent;

•  a requirement that special meetings of stockholders be called only by a majority of the board of directors, the chairman of the board or the chief executive officer;

•  advance notice requirements for stockholder proposals and nominations;

•  limitations on the ability of stockholders to amend, alter or repeal NitroMed’s certificate of incorporation or bylaws; and

•  the authority of the board of directors to issue preferred stock with such terms as the board of directors may determine.

In addition, Section 203 of the Delaware General Corporation Law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally defined as a person or entity which together with its affiliates owns or within the last three years has owned 15% of NitroMed’s voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Accordingly, Section 203 may discourage, delay or prevent a change in control of NitroMed.

Substantially all of NitroMed’s outstanding common stock may be sold into the market at any time. This could cause the market price of its common stock to drop significantly.

Sales of a substantial number of shares of NitroMed’s common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of NitroMed’s common stock. As of December 1, 2008, there were 46,076,551 shares of common stock outstanding. Substantially all of these shares may also be resold in the public market at any time. In addition, NitroMed has a significant number of shares that are subject to outstanding options and restricted stock awards. The sale of the common stock underlying these options and pursuant to these restricted stock awards after such time as the options and restricted stock awards have vested and become exercisable or free from forfeiture, as the case may be, could cause a further decline in NitroMed’s stock price. These sales also might make it difficult for NitroMed to sell equity securities in the future at a time and at a price that it deems appropriate.

NitroMed may incur significant costs and suffer management distraction and reputational damage from class action litigation.

NitroMed’s stock price has been, and is likely to continue to be, volatile. When the market price of a company’s stock is volatile, holders of that company’s stock may bring securities class action litigation against

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the company that issued the stock. If any of NitroMed’s stockholders were to bring a lawsuit of this type against NitroMed, even if the lawsuit was without merit, NitroMed could incur substantial costs defending the lawsuit.

Risks Related to Archemix

In determining whether to approve the merger, you should carefully read the following risk factors. NitroMed and Archemix anticipate that immediately following the merger the business of the combined company will be the business conducted by Archemix immediately prior to the merger. As a result, the following risks, and the risks factors set forth under the heading “— Risks Related to the Combined Company,” are the most significant that you will face if the merger is completed.

Risks Related to Archemix’s Financial Position and Capital Requirements

Archemix has incurred net operating losses since its inception and anticipates that it will continue to incur substantial operating losses for the foreseeable future. Archemix may never achieve or sustain profitability.

As of September 30, 2008, Archemix had an accumulated deficit of $156.3 million, including net losses of $10.5 million for the nine months ended September 30, 2008, and $20.4 million for the year ended December 31, 2007. Archemix expects to incur substantial net losses to further develop and commercialize its aptamer product candidates and does not know whether or when it will become profitable. To date, Archemix has not commercialized any aptamer product candidates or generated any revenues from the sale of aptamer product candidates. Furthermore, Archemix does not expect to generate any product revenues in the foreseeable future. Archemix’s losses have resulted principally from costs incurred in its discovery and development activities. Archemix anticipates that its operating losses will substantially increase over the next several years as it expands its discovery, research, development and commercialization activities. Archemix must successfully develop and obtain regulatory approval for its existing and future aptamer product candidates and effectively manufacture, market and sell any aptamer product candidates that are approved. If Archemix is unsuccessful, it may never generate product sales, and even if it does generate product sales, it may never achieve or sustain profitability on a quarterly or annual basis. Archemix’s failure to become and remain profitable could impair its ability to raise capital, expand its business, diversify its product offerings or continue its operations.

Archemix will require substantial additional financing to achieve its goals, and a failure to obtain this necessary capital when needed could force Archemix to delay, limit, reduce or terminate its aptamer product development or commercialization efforts.

Archemix acquired the rights underlying its aptamer product candidates in October 2001, and shortly thereafter began to focus on the development of aptamer therapeutics. Since then, most of its resources have been dedicated to the discovery, research and development and preclinical and clinical testing of aptamer product candidates. Any aptamer product candidate that Archemix discovers and develops must undergo extensive and costly preclinical and clinical testing prior to seeking the necessary regulatory approvals for commercial sales. Archemix will continue to expend substantial resources for the foreseeable future developing new and existing aptamer product candidates, including costs associated with research and development, acquiring new technologies, conducting preclinical and clinical trials, obtaining regulatory approvals and manufacturing, as well as marketing and selling any aptamer product candidates approved for sale. Archemix’s most advanced aptamer product candidate, ARC1779, has completed only one Phase 1 clinical trial and, as of December 2008, completed enrollment in a Phase 2a clinical trial. Because the outcome of Archemix’s planned and anticipated clinical trials is uncertain, Archemix cannot estimate the actual costs necessary to complete successfully the development and commercialization of its aptamer product candidates.

Assuming the merger closes and NitroMed’s net cash at closing is at least $34.5 million, which is the minimum specified in the merger agreement, Archemix anticipates that the cash, cash equivalents and available-for-sale marketable securities of the combined company will be sufficient to support Archemix’s

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current operating plan, including planned increases in general and administrative and research and development expenses, through the first half of 2010.

Archemix’s future capital requirements depend on many factors, including:

•  the number and characteristics of the aptamer product candidates Archemix pursues;

•  the scope, progress, results and costs of researching and developing and conducting preclinical and clinical trials of Archemix’s aptamer product candidates;

•  the timing of, and the costs involved in, obtaining regulatory approvals for Archemix’s aptamer product candidates;

•  the cost of commercialization activities, including marketing, sales and distribution;

•  the cost of manufacturing Archemix’s aptamer product candidates;

•  the number and financial terms of the collaboration and license agreements that Archemix may enter into with third parties with respect to its aptamer technology;

•  Archemix’s ability to establish and maintain strategic collaborations, licensing or other arrangements;

•  the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other patent-related costs, including litigation costs and the results of such litigation; and

•  the timing, receipt and amount of sales of or royalties on Archemix’s future products, if any.

Additional funds may not be available when Archemix needs them, on terms that are acceptable to Archemix, or at all. If adequate funds are not available to Archemix on a timely basis, Archemix may be required to:

•  delay, limit, reduce or terminate preclinical studies, clinical trials or other development activities for one or more of its aptamer product candidates;

•  delay, limit, reduce or terminate its research and development activities; or

•  delay, limit, reduce or terminate its establishment of sales and marketing capabilities or other activities that may be necessary to commercialize its aptamer product candidates.

Conducting preclinical and clinical trials is a time-consuming, expensive and uncertain process that takes years to complete, and Archemix may never generate the necessary information to obtain regulatory approval and achieve product sales. In addition, to compete effectively, Archemix’s aptamer product candidates must be easy to use, cost-effective and economical to manufacture on a commercial scale. Archemix may not achieve any of these objectives. Archemix’s commercial revenues, if any, will be derived from sales of aptamer product candidates that it does not expect to be commercially available for several years, if at all. Accordingly, Archemix will need to continue to rely on additional financing to achieve its business objectives.

Raising additional capital may cause dilution to Archemix’s stockholders, restrict its operations or require Archemix to relinquish rights to its technologies or aptamer product candidates.

Archemix may seek additional capital through a combination of private and public equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. To the extent that Archemix raises additional capital through the sale of equity or convertible debt securities, its stockholders’ ownership interests will be diluted, and the terms may include liquidation or other preferences that adversely affect their rights as stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting Archemix’s ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends. If Archemix raises additional funds through collaborations, strategic alliances and licensing arrangements with third parties, it may have to relinquish valuable rights to its technologies or aptamer product candidates, or grant licenses on terms that are not favorable to Archemix. If Archemix is unable to raise additional funds through equity or debt financing when needed, it may be required to delay, limit, reduce or terminate its aptamer product development or commercialization efforts or grant rights to

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develop and market aptamer product candidates that Archemix would otherwise prefer to develop and market itself.

Risks Relating to Discovery, Development, Clinical Testing and Regulatory Approval of Archemix’s Aptamer Product Candidates

Archemix’s success depends heavily on the success of its most advanced aptamer product candidate, ARC1779, and if ARC1779 does not receive regulatory approval or become successfully commercialized, its business will suffer.

Archemix completed one Phase 1 clinical trial in healthy volunteers for its lead aptamer product candidate ARC1779. In addition, as of December 2008, Archemix had completed enrollment in a Phase 2a trial in patients suffering from thrombotic thrombocytopenic purpura, or TTP, and patients suffering from a subtype of von Willebrand Disease, referred to as Type 2B, or vWD-2B. Archemix must successfully complete additional clinical trials, including other Phase 2 and Phase 3 clinical trials, before it is able to submit a New Drug Application, or NDA, to the United States Food and Drug Administration, or FDA, and equivalent foreign regulatory filings to applicable foreign regulatory authorities, for approval of ARC1779. This process takes many years and will require the expenditure of substantial resources. Clinical trials required for FDA or foreign regulatory approval of ARC1779 may not be successfully completed. If these clinical trials fail to demonstrate to the satisfaction of the reviewing regulatory agency that ARC1779 is safe and effective for its intended use, it will not receive regulatory approval. Even if ARC1779 receives regulatory approval, it may never be successfully commercialized. If ARC1779 does not receive regulatory approval or is not successfully commercialized, Archemix may not be able to generate revenue, become profitable or continue its operations. Since ARC1779 is Archemix’s most advanced aptamer product candidate, if Archemix’s development of it does not succeed, it could have a material adverse effect on its business.

Initial results from a clinical trial do not ensure that the trial will be successful and success in early stage clinical trials does not ensure success in later-stage clinical trials.

Archemix will only obtain regulatory approval to commercialize an aptamer product candidate if it can demonstrate to the satisfaction of the FDA or applicable foreign regulatory authorities, in well-designed and conducted clinical trials, that the aptamer product candidate is safe and effective and otherwise meets the appropriate standards required for approval for an intended particular indication. Clinical trials are lengthy, complex and extremely expensive processes with uncertain results. A failure of one or more of Archemix’s clinical trials may occur at any stage of testing.

Archemix’s efforts to develop all of its aptamer product candidates are at an early stage. Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful, and initial results from a clinical trial do not necessarily predict final results. For example, results from Archemix’s Phase 2a clinical trial of ARC1779 for the treatment of TTP are based on data from only 21 patients. Additional data from any future trials may be less favorable than the results to date. No definitive conclusions as to the safety or efficacy of any aptamer product candidate can be drawn from such a small number of patients. Archemix cannot assure you that these trials will ultimately be successful.

Even if Archemix’s early stage clinical trials are successful, it will need to conduct additional clinical trials with larger numbers of patients receiving each aptamer product candidate for longer periods before it is able to seek approvals to market and sell any aptamer product candidate from the FDA and any foreign regulatory authorities.

Archemix may experience delays in the enrollment of patients in its clinical trials, which could delay or prevent the receipt of necessary regulatory approvals.

Each of the aptamer product candidates that Archemix is developing internally are intended to treat relatively rare diseases and Archemix expects only a subset of the limited number of patients with these diseases to be eligible for its clinical trials. Given that each of Archemix’s aptamer product candidates is in the early stages of required testing, Archemix may not be able to enroll or may experience significant delays

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in enrolling a sufficient number of eligible patients to participate in the clinical trials required by the FDA or foreign regulatory authorities. Archemix’s clinical protocols do not permit the enrollment of any patient that is involved in another clinical trial for the same indication.

In Archemix’s clinical development of ARC1779 for the treatment of thrombotic microangiopathies, or TMA, Archemix may find it difficult to enroll patients due to the small number of people who suffer from TMA. The prevalence of acute episodes of TMA has not been definitively determined but can be estimated at approximately 6,000 to 10,000 total patients in North America and Europe. There can be no guarantee, however, that any of Archemix’s clinical trials will be effective at enrolling these patients in the United States and Europe. Archemix understands that the centers at which it plans to conduct this clinical trial have historically treated small numbers of patients per year with acute TMA, and that the number treated can vary widely from year to year. Assuming timely enrollment, Archemix believes that the recruitment phase of the study could last approximately 24 months. If these centers receive lower numbers of acute TMA patients for treatment during the course of Archemix’s Phase 2b clinical trial, or if one or more of those patients refuses to participate in the trial, Archemix may be unable to enroll a sufficient number of acute TMA patients in the clinical trial in a timely manner or at all. An inability to enroll patients or to obtain clinically significant data could delay the completion of Archemix’s Phase 2b clinical trial and any subsequent trials. In addition, regulatory authorities could require Archemix to conduct additional Phase 2 or Phase 3 clinical trials, with additional acute TMA patients, before Archemix is able to proceed to additional clinical testing of ARC1779 for this indication.

Enrollment delays in Archemix’s clinical trials may result in increased development costs for its aptamer product candidates, which would limit Archemix’s ability to obtain additional financing. Archemix’s inability to enroll a sufficient number of patients for any of its current or future clinical trials would result in significant delays or may require Archemix to abandon one or more clinical trials altogether.

There is no approved drug treatment for TMA. If the FDA or applicable foreign regulatory authorities require different endpoints than the endpoints Archemix anticipates using, it may be more difficult for Archemix to obtain, or Archemix may be delayed in obtaining, approval of ARC1779 by the FDA or applicable foreign regulatory authorities.

Because there is no approved drug to treat TMA, Archemix cannot be sure what endpoints the FDA or applicable foreign regulatory authorities will require it to measure in later-stage clinical trials of ARC1779. Further, Archemix cannot be certain that the FDA or applicable foreign regulatory authorities will permit any of the endpoints in Archemix’s Phase 2b or any Phase 3 clinical trials of ARC1779 to be used in the approval process. If the FDA or applicable foreign regulatory authorities require different endpoints than the endpoints Archemix anticipates using, it may be more difficult or expensive for Archemix to obtain, or Archemix may be delayed in obtaining, FDA or foreign regulatory approval for ARC1779. If Archemix is not successful in commercializing ARC1779, or is significantly delayed in doing so, its business will be materially harmed.

Clinical trials and the process of seeking regulatory approval for Archemix’s aptamer product candidates, including ARC1779, both in and outside of the United States, will be lengthy and expensive and the outcome is uncertain.

Conducting preclinical and clinical trials is a time-consuming, expensive and uncertain process that usually takes years to complete. Before obtaining regulatory approval for the commercial sale of any aptamer product candidate, Archemix must demonstrate through preclinical studies and clinical trials that its aptamer product candidates are safe and effective for their intended use. Archemix’s most advanced aptamer product candidate, ARC1779, has completed only one Phase 1 clinical trial and, as of December 2008, has completed enrollment in a Phase 2a trial in TTP patients. In addition, Archemix’s aptamer product candidates may not demonstrate in humans the same chemical and pharmacological properties that Archemix has observed in laboratory or preclinical animal studies, and they may interact with human biological systems in unforeseen, ineffective or harmful ways. For example, Archemix observed that sub-cutaneous administration of ARC1779 was not an effective means of delivering sufficient drug product to patients in its Phase 2a clinical trial, even though it was effective in animal studies. Accordingly, Archemix expects that ARC1779 for the treatment of

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TMA will need to be delivered intravenously. The interim results of preclinical studies or clinical trials do not necessarily predict the final results, and acceptable results in early clinical trials might not be seen in later clinical trials, in large part because earlier phases of clinical trials are often conducted on smaller groups of patients than later-phase clinical trials, and without the same trial design features, such as randomized controls and long-term patient follow-up and analysis. For example, the results of ARC1779 used on a single patient suffering from TTP on a named patient basis in Austria may not be able to be replicated in other patients suffering from TTP who have been or will be enrolled in Archemix’s Phase 2a or 2b clinical trial of ARC1779. Aptamer product candidates that appear promising at early stages of development may ultimately fail for a number of reasons, including the possibility that the aptamer product candidates may be ineffective, or less effective than products of Archemix’s competitors.

Archemix intends to seek approval to market its aptamer product candidates both in and outside the United States. In order to market its aptamer product candidates in the European Union and many other foreign jurisdictions, Archemix must obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional clinical testing. The time required to obtain approval outside the United States may differ from that required to obtain FDA approval. The regulatory approval process outside the United States may include all of the risks associated with obtaining FDA approval or more. Archemix may not obtain foreign regulatory approvals on a timely basis, if at all. Approval by the FDA or regulatory authorities in some countries does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority outside the United States does not ensure approval by regulatory authorities in other countries or by the FDA. The failure to obtain these approvals could materially adversely affect Archemix’s business, financial condition and results of operations.

If serious adverse events or other undesirable side effects are identified during the development of ARC1779 or Archemix’s other aptamer product candidates, Archemix may need to abandon its development of some of its aptamer product candidates.

Archemix’s aptamer product candidates are in an early stage of development and their risk of failure is high. Archemix cannot predict when or if any of its aptamer product candidates will prove effective or safe in humans or will receive regulatory approval. If the effects of Archemix’s aptamer product candidates include undesirable side effects or have other unexpected characteristics, Archemix may need to abandon its development of those aptamer product candidates.

Commonly observed side effects associated with the administration of other classes of oligonucleotides, such as antisense and small interfering RNA, or siRNA, include stimulation of the immune system, activation of the blood complement system and inhibition of coagulation. To date, the side effects that Archemix has observed in clinical trial participants receiving ARC1779 and a prior aptamer product candidate, ARC183, were non-serious and serious adverse events of varying degrees of severity. In addition, two patients who participated in the Phase 2a clinical trial for ARC1779 for the treatment of TTP died for reasons that were determined to be unrelated to the administration of ARC1779.

In the Phase 2a clinical trial in patients with TTP, Archemix observed a serious adverse reaction which made it necessary to modify the mode of administration of ARC1779 in a manner which made it impractical to use ARC1779 in the setting of percutaneous coronary intervention, or PCI, for acute coronary syndrome. The event was an allergic-like reaction following administration of ARC1779, resulting in dizziness, nausea, abdominal pain, shortness of breath, a flushing sensation, signs of hypotension, rapid heart rate, respiratory wheezing, and a few, diverse abnormal lab test results. A standard treatment protocol for presumed allergic reaction was administered and the patient fully recovered within a few hours. Archemix cannot assure you that additional or more severe adverse side effects with respect to ARC1779 will not develop in future clinical trials, including, but not limited to the Phase 2b in TMA and Phase 2a in carotid endarterectomy, which could delay or preclude regulatory approval of ARC1779 or limit its commercial use.

In addition, one participant in Archemix’s Phase 1 clinical trial of ARC1779 experienced an allergic-like reaction following a rapid bolus administration of ARC1779, resulting in dizziness, nausea, abdominal pain,

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shortness of breath, a flushing sensation, signs of hypotension, rapid heart rate, respiratory wheezing, and a few, diverse abnormal lab test results. No treatment intervention was required, and these signs and symptoms resolved spontaneously within 24 hours. In other participants, the occurrence of mild or moderately severe, non-serious adverse events which were potentially attributable to ARC1779 included dizziness, flushing, excessive sweating, chest discomfort, nausea, vein inflammation and a few, diverse abnormal lab test results. In addition, in Archemix’s Phase 1 clinical trial of ARC183, an earlier aptamer product candidate which Archemix abandoned, Archemix observed that approximately 30% of subjects had symptoms which might have been indicative of a hypersensitivity type of reaction.

Archemix cannot assure you that additional or more severe adverse side effects with respect to its aptamer product candidates will not develop in future clinical trials, which could delay or preclude regulatory approval of its aptamer product candidates or limit their commercial use.

Archemix has only limited experience in conducting and managing the preclinical development activities and clinical trials and in preparing, filing and prosecuting the applications necessary to obtain regulatory approvals, including approval by the FDA, in the markets in which it intends to market its aptamer product candidates.

Archemix has limited experience in conducting and managing the preclinical development activities and clinical trials and in preparing, filing and prosecuting the applications necessary to obtain regulatory approvals, including approval by the FDA, in the markets in which it intends to market its aptamer product candidates. Currently, Archemix is only investigating ARC1779 in Phase 2 clinical trials. Archemix has never conducted a Phase 3 clinical trial nor obtained regulatory approval for any of its aptamer product candidates. Archemix’s limited experience might prevent it from successfully designing or implementing a clinical trial. Archemix has limited experience in conducting and managing the application process necessary to obtain regulatory approvals and it might not be able to demonstrate that its aptamer product candidates meet the appropriate standards for regulatory approval. If Archemix is not successful in conducting and managing its preclinical development activities or clinical trials or obtaining regulatory approvals, it will not be able to commercialize its aptamer product candidates, or might be significantly delayed in doing so, which will materially harm its business.

Archemix is discovering and developing an emerging class of drugs that are unproven as systemically administered therapeutic agents and its efforts may never lead to products which gain regulatory approval or are commercialized.

All of Archemix’s product candidates are aptamers, and Archemix’s future success depends on the successful development of products based on its aptamer technology. None of Archemix’s aptamer product candidates has obtained regulatory approval and all of them are in early stages of research and clinical development. Archemix’s aptamer product candidates may not prove to be safe, effective or commercially viable as treatments for disease. Furthermore, Archemix is aware of only one aptamer, Macugen^®, which is marketed by Eyetech, Inc., for the treatment of an eye disease known as age-related macular degeneration, that has obtained FDA approval. Macugen^® is administered by a direct, local injection in a patient’s eye. This is different than Archemix’s aptamer product candidates which are designed to be administered systemically, which means that they are designed to reach their intended targets through the body’s circulatory system. As a result, Archemix cannot be certain what endpoints or safety studies the FDA or applicable foreign regulatory authorities will require. In addition, even if Archemix successfully completes its requisite clinical trials, it may be more difficult for it to achieve market acceptance of its aptamer product candidates, particularly the first aptamer product candidates that it introduces to the market based on new technologies. Archemix’s efforts to educate the medical community about these potentially unique approaches may require greater resources than would be typically required for products based on conventional technologies. If Archemix fails to generate aptamer product candidates that are safe, effective and commercially viable treatments for disease, or if Archemix’s aptamer product candidates fail to obtain FDA or foreign regulatory approval, its business will be severely harmed.

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If Archemix is not successful in developing an aptamer product candidate using its technology, Archemix may be required to change the scope and direction of its product development activities. In that case, Archemix may not be able to identify and implement successfully an alternative product development strategy.

Because there is currently only one aptamer that has been approved by the FDA for commercial sale, the requirements that will apply to aptamers may be less clearly established than for already approved classes of therapeutics.

Archemix has focused its clinical development efforts and research on aptamer technology and its future success depends on the successful development of this technology and products based on its aptamer technology. The scientific discoveries that form the basis for Archemix’s efforts to discover and develop aptamer product candidates are relatively new. As a result, Archemix may need to spend more time and resources on the process of demonstrating to the FDA or foreign regulatory authorities that its aptamer product candidates are safe and effective than it would if Archemix were developing product candidates that were part of an established class of therapeutic agents.

If clinical trials for Archemix’s aptamer product candidates are delayed or are not successful, Archemix may be unable to obtain regulatory approvals to commercialize its aptamer product candidates on a timely basis, or at all.

Archemix cannot predict whether it will encounter problems with any of its completed, ongoing or planned clinical trials that will cause Archemix or any regulatory authority to delay or suspend those clinical trials or delay the analysis of data derived from them. At any time during Archemix’s clinical trials Archemix, an institutional review board, or IRB, the FDA or foreign regulatory authorities might delay or halt any ongoing or planned clinical trials for various reasons, including:

•  discovery of harmful unexpected toxicities or side effects caused by the aptamer product candidate;

•  failure to demonstrate the efficacy or safety of the aptamer product candidate;

•  development of disease resistance or other physiological factors;

•  delays or failure in reaching agreement on acceptable clinical trial contracts or clinical trial protocols with prospective sites;

•  lower than anticipated recruitment and retention rates of subjects and patients in clinical trials;

•  delays in obtaining, or Archemix’s inability to obtain, required approvals from IRBs or other reviewing entities at clinical sites selected for participation in Archemix’s clinical trials;

•  insufficient supply or deficient quality of Archemix’s aptamer product candidates or other materials necessary to conduct Archemix’s clinical trials;

•  governmental or regulatory delays and changes in regulatory requirements and guidelines; or

•  failure of Archemix’s third-party contractors to comply with regulatory requirements or otherwise meet their contractual obligations to Archemix in a timely manner.

For example, previously, Archemix was developing ARC1779 for the treatment of patients with acute coronary syndrome undergoing PCI, and Archemix commenced a Phase 2a clinical trial of ARC1779 in such patients in November 2007. The planned enrollment for this clinical trial was 300 patients, but it was prematurely terminated after only 20 patients were enrolled as a result of the occurrence of a serious adverse reaction in the simultaneously conducted Phase 2a clinical trial for the treatment of patients with TTP. In that trial, one patient suffered an allergic-like reaction following administration of ARC1779, resulting in patient dizziness, nausea, abdominal pain, shortness of breath, a flushing sensation, abnormally low blood pressure, rapid heart rate, respiratory wheezing, and a few, diverse abnormal lab test results. In response and in order to lower the risk of such reactions in the future, Archemix slowed the rate of administration, which makes ARC1779 impractical to use in the setting of PCI for acute coronary syndrome.

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Archemix’s clinical trials may not begin as planned, may need to be redesigned, and may not be completed on schedule, if at all. For example, if Archemix does not meet its primary efficacy or safety endpoints, Archemix may have to redesign the clinical trials for its aptamer product candidates or it may have to discontinue development of its aptamer product candidates. Delays in Archemix’s clinical trials may result in increased development costs for its aptamer product candidates, which could limit Archemix’s ability to obtain additional financing. In addition, if one or more of Archemix’s clinical trials are delayed, its competitors may be able to bring products to market before Archemix does, and the commercial viability of Archemix’s aptamer product candidates could be significantly reduced.

Clinical trials also require the review and oversight of an IRB at each of the sites at which a clinical trial will be conducted in the United States, and one or more ethics committees, or EC, in Europe. Each IRB and EC must approve and continually review clinical investigations and protect the rights and welfare of human subjects. Inability to obtain, or delay in obtaining, IRB approval or similar foreign approvals can prevent or delay the initiation and completion of clinical trials.

Any failure or substantial delay in successfully completing clinical trials and obtaining regulatory approval for Archemix’s aptamer product candidates could severely harm its business.

If Archemix is unable to discover suitable potential aptamer product candidates through internal research programs, its business prospects will suffer.

A key element of Archemix’s strategy is to discover, develop and commercialize a portfolio of aptamer product candidates through its own internal discovery and development programs, in addition to licensing its technology to others. For example, Archemix is currently conducting research programs on the development of aptamer product candidates for the treatment of hemophilia and sickle cell disease. A significant portion of the research that Archemix is conducting involves new and unproven technologies. Research programs to identify new disease targets and aptamer product candidates require substantial technical, financial and human resources, whether or not any aptamer product candidates or technologies are ultimately identified or developed. Archemix’s initial research and preclinical programs may show promise in identifying potential aptamer product candidates but further testing either in preclinical or clinical settings may conclude that the research Archemix conducted was not indicative of the ultimate viability and success of the aptamer product candidate.

If Archemix receives regulatory approval for any of its aptamer product candidates, Archemix will also be subject to ongoing obligations of the FDA and regulatory authorities in other countries in which its aptamer product candidates are approved and continued regulatory review, such as continued safety testing and other requirements. Archemix may also be subject to additional FDA post-marketing obligations or those required by regulatory authorities in other countries, all of which may result in significant expense and limit Archemix’s ability to commercialize its aptamer product candidates.

Any regulatory approvals that Archemix receives for its aptamer product candidates may also be subject to limitations on the indicated uses for which the aptamer product candidate may be marketed and may contain requirements for potentially costly post-marketing testing and surveillance to monitor the safety and efficacy of the aptamer product candidate. In addition, if the FDA or regulatory authorities in other countries approve any of Archemix’s aptamer product candidates, the labeling, manufacturing, packaging, adverse event reporting, storage, advertising, promotion and record-keeping for the aptamer product candidate will be subject to extensive regulatory requirements. Violations of, or noncompliance with, regulatory requirements, or the subsequent discovery of previously unknown problems with the aptamer product candidate, including adverse events of unanticipated severity or frequency, may result in actions such as:

•  restrictions on the use or distribution of such aptamer product candidates, manufacturers or manufacturing processes;

•  warning letters;

•  withdrawal of the aptamer product candidates from the market;

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•  refusal of the FDA or foreign regulatory authorities to approve pending applications or supplements to approved applications that Archemix submits;

•  recalls;

•  fines;

•  suspension or withdrawal of regulatory approvals;

•  refusal to permit the import or export of Archemix’s aptamer product candidates;

•  product seizure or detention of Archemix’s aptamer product candidates; or

•  injunctions or the imposition of civil or criminal penalties.

Archemix relies on third parties to conduct, supervise and monitor its clinical trials, and those third parties may not perform satisfactorily, including failing to meet established deadlines for the completion of such trials.

Archemix relies on third parties such as contract research organizations, medical institutions and clinical investigators to enroll qualified patients and conduct, supervise and monitor its clinical trials. For example, Archemix has engaged a contract research organization to conduct its Phase 2b clinical trial for ARC1779 in TMA.

Archemix’s reliance on these third parties for clinical development activities reduces its control over these activities. Archemix’s reliance on these third parties, however, does not relieve it of its regulatory responsibilities, including ensuring that its clinical trials are conducted in accordance with good clinical practice regulations, or GCP. In addition, they may not complete activities on schedule, or may not conduct Archemix’s preclinical studies or clinical trials in accordance with regulatory requirements or Archemix’s trial design. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, Archemix’s efforts to obtain regulatory approvals for, and commercialize, its aptamer product candidates may be delayed or prevented.

Risks Related to the Marketing and Commercialization of Archemix’s Aptamer Product Candidates

If Archemix’s aptamer product candidates do not achieve significant market acceptance, Archemix will not be able to recover the significant investment it has made in developing its aptamer product candidates and its business would be severely harmed.

Even if clinical trials demonstrate the safety and efficacy of Archemix’s aptamer product candidates and the necessary regulatory approvals are obtained, Archemix’s aptamer product candidates may not gain market acceptance among physicians, patients, healthcare payors and the medical community. The degree of market acceptance of any aptamer product candidates that Archemix develops will depend on a number of factors, including the aptamer product candidates’ clinical efficacy and safety, cost-effectiveness and advantage over alternative treatment methods. Archemix believes that, if approved, ARC1779 may compete with a product candidate under development by Ablynx NV, a Belgian biotechnology company. Ablynx has disclosed that it is developing an antibody-derived protein which is designed to be an anti-thrombotic treatment targeting vWF in patients with acute coronary syndrome and TTP. In addition, Archemix is aware that Ajinomoto Co., Inc., a worldwide producer of food seasonings, cooking oils, food and pharmaceuticals, may also be conducting clinical trials with an anti-vWF antibody. Baxter International Inc. has announced that it is developing a recombinant form of ADAMTS13, an enzyme that plays a critical role in blood coagulation, for the treatment of TTP and related disorders. In addition, clinical trials are being planned and conducted by academic physicians with the monoclonal antibody rituximab (Rituxan^®) in idiopathic TTP. The general objective of these studies is to assess the efficacy and safety of rituximab in the management of patients with refractory or relapsed idiopathic TTP. Furthermore, market acceptance may be affected by the availability of insurance or other third-party reimbursement, the quality of Archemix’s marketing and distribution capabilities for Archemix’s aptamer product candidates and the timing of market entry relative to competitive treatments. The aptamer product candidates that Archemix is developing are based upon technologies and therapeutic

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approaches that are relatively new and unproven. Key participants in pharmaceutical marketplaces, such as physicians, third-party payors and consumers, may not accept a product intended to improve therapeutic results that is based on aptamer technology. As a result, it may be more difficult for Archemix to achieve market acceptance of its aptamer product candidates.

If Archemix fails to obtain an adequate level of reimbursement for ARC1779 by third-party payors, the sales of ARC1779 would be adversely affected or there may be no commercially viable markets for ARC1779, thereby harming its business.

The course of treatment for patients with TMA using ARC1779 is expected to be expensive. There will be no commercially viable market for ARC1779 without reimbursement from third-party payors. Additionally, even if there is a commercially viable market, if the level of reimbursement is below Archemix’s expectations, its revenue and gross margins will be adversely affected.

Reimbursement strategy is a complicated process that is based on a number of factors, including competition, patient profile and the condition being treated, among others. Third-party payors, such as government or private health care insurers, carefully review and increasingly challenge the prices charged for drugs. Reimbursement rates from private companies vary depending on the third-party payor, the insurance plan and other factors. Reimbursement systems in international markets vary significantly by country and by region, and reimbursement approvals must be obtained on a country-by-country basis.

Archemix has no experience with obtaining reimbursement and will need to develop its own reimbursement expertise for any aptamer product candidate that it successfully develops. For any future products, Archemix will not know what the reimbursement rates will be until it is ready to market the product and the rates are negotiated. If Archemix is unable to obtain sufficiently high reimbursement rates, its products may not be commercially viable or any future revenues and gross margins may be adversely affected.

Any aptamer product candidates Archemix commercializes may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, thereby harming its business.

The regulations that govern marketing approvals, pricing and reimbursement for new drugs vary widely from country to country. Some countries require approval of the sale price of a drug before it can be marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted. In some foreign markets, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. Although Archemix intends to monitor these laws, its aptamer product candidates are currently in the early stages of development and it will not be able to assess the impact of price regulation for a number of years. As a result, Archemix might obtain regulatory approval for an aptamer product candidate in a particular country, but then be subject to price regulation that delays its commercial launch of the product and negatively impact the revenues Archemix is able to generate from the sale of the product in that country.

Archemix’s ability to commercialize any aptamer product candidates successfully also will depend in part on the extent to which reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers and other organizations. Even if Archemix succeeds in bringing one or more aptamer product candidates to the market, these products may not be considered cost-effective, and the amount paid for any products may be insufficient to allow Archemix to sell its products on a competitive basis. Because Archemix’s aptamer product candidates are in the early stages of development, Archemix is unable at this time to determine their cost effectiveness and the level or method of reimbursement. Increasingly, the third-party payors who cover the cost of drugs, such as government and private insurance plans, are requiring that drug companies provide them with predetermined discounts from list prices, and are challenging the prices charged for medical products. If the price Archemix is able to charge for any products it develops is inadequate in light of Archemix’s development and other costs, Archemix’s profitability could be adversely affected.

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There may be significant delays in obtaining coverage for newly-approved drugs, and coverage may be more limited than the purposes for which the drug is approved by the FDA or regulatory authorities in other countries. Moreover, eligibility for coverage does not imply that any drug will be paid for in all cases or at a rate that covers Archemix’s costs, including research, development, manufacture, sale and distribution. Interim payments for new drugs, if applicable, may also not be sufficient to cover Archemix’s costs and may not be made permanent. Payment rates may vary according to the use of the drug and the clinical setting in which it is used, may be based on payments allowed for lower-cost drugs that are already reimbursed, may be incorporated into existing payments for other services and may reflect budgetary constraints or imperfections in Medicare data. Net prices for drugs may be reduced by mandatory discounts or rebates required by government health care programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in the United States. Other third party payors often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement policies. Archemix’s inability to promptly obtain coverage and profitable payment rates from both government-funded or administered and private payors for new drugs that it develops could have a material adverse effect on Archemix’s operating results, its ability to raise capital needed to commercialize aptamer product candidates, and its overall financial condition.

Archemix believes that the efforts of governments and third-party payors to contain or reduce the cost of healthcare will continue to affect the business and financial condition of pharmaceutical and biopharmaceutical companies. A number of legislative and regulatory changes to the healthcare system in the United States and other major healthcare markets have been made in recent years. These changes have included the expansion of prescription drug benefits for Medicare beneficiaries and healthcare reform legislation enacted by certain states. Further federal and state legislative and regulatory developments are possible and Archemix expects ongoing initiatives in the United States to increase pressure on drug pricing. Such reforms could have an adverse effect on anticipated revenues from any aptamer product candidates that Archemix may successfully develop.

Another development that may affect the pricing of drugs is Congressional action regarding drug re-importation into the United States. The Medicare Prescription Drug, Improvement and Modernization Act of 2003, requires the Secretary of Health and Human Services to promulgate regulations for drug re-importation from Canada into the United States under some circumstances, including when the drugs are sold at a lower price than in the United States. The Secretary retains the discretion not to implement a drug re-importation plan if he finds that the benefits do not outweigh the cost. Proponents of drug re-importation may attempt to pass legislation that would directly allow re-importation under certain circumstances. If legislation or regulations were passed allowing the re-importation of drugs, they could decrease the price paid by individual patients for any aptamer product candidates that Archemix may develop, negatively affecting its anticipated revenues and prospects for profitability.

If Archemix fails to obtain or maintain orphan drug exclusivity for some of its aptamer product candidates, Archemix’s competitors may sell products to treat the same conditions and its revenues will be reduced.

As part of Archemix’s business strategy, it intends to develop some drugs that may be eligible for FDA and European Commission orphan drug designation. Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a drug intended to treat a rare disease or condition, defined as a disease or condition that affects fewer than 200,000 people in the U.S. The company that first obtains FDA approval for a designated orphan drug for a given rare disease receives marketing exclusivity for use of that drug for the stated condition for a period of seven years. Orphan drug exclusive marketing rights may be lost if the FDA later determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantity of the drug. Similar regulations are available in the E.U. with a 10-year period of market exclusivity.

Because the extent and scope of patent protection for some of Archemix’s aptamer product candidates is limited, orphan drug designation is especially important for Archemix’s aptamer product candidates that are eligible for orphan drug designation. For eligible drugs, Archemix plans to rely on the exclusivity period under

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the Orphan Drug Act to maintain a competitive position. If Archemix does not obtain orphan drug exclusivity for its aptamer product candidates that do not have long lasting patent protection, its competitors may then sell the same drug to treat the same condition earlier then anticipated, and Archemix’s revenues will be reduced.

Even though Archemix has obtained orphan drug designation for ARC1779 for the treatment of TTP from both the FDA and the European Commission, and even if it obtains orphan drug designation for its other drug candidates, due to the uncertainties associated with developing pharmaceutical products, Archemix may not be the first to obtain marketing approval for any drug with an orphan designation. Further, even if Archemix obtains orphan drug exclusivity for an aptamer product candidate, that exclusivity may not effectively protect the aptamer product candidate from competition because different drugs can be approved for the same condition. Even after an orphan drug is approved, the FDA can subsequently approve another drug for the same condition if the FDA concludes that the later drug is safer, more effective or makes a major contribution to patient care. Orphan drug designation neither shortens the development time nor regulatory review time of a drug candidate, nor gives the drug candidate any advantage in the regulatory review or approval process.

If Archemix decides to market its aptamer product candidates through a direct sales force, it would need to either hire a sales force with expertise in pharmaceutical sales or contract with a third party to provide a sales force to meet its needs.

Archemix does not currently have a sales or marketing organization and has no experience in the sale, marketing or distribution of pharmaceutical products. To achieve commercial success for any approved aptamer product candidate, Archemix must either develop a sales and marketing organization or outsource these functions to third parties.

Archemix may be unable to establish marketing, sales and distribution capabilities necessary to commercialize and gain market acceptance for its aptamer product candidates and be competitive. In addition, co-promotion or other marketing arrangements with third parties to commercialize aptamer product candidates could significantly limit the revenues Archemix derives from these aptamer product candidates, and these third parties may fail to commercialize Archemix’s aptamer product candidates successfully. If Archemix does not establish sales and distribution capabilities successfully, either on its own or in collaboration with third parties, Archemix may not successfully commercialize its aptamer product candidates.

Risks Related to Intellectual Property

If Archemix fails to comply with its intellectual property licenses with third parties, Archemix could lose license rights that are important to its business or it may become involved in costly and distracting lawsuits and proceedings to defend its rights, the outcome of which would be uncertain and could have a material adverse effect on the success of Archemix’s business.

Archemix holds a license from Gilead Sciences, Inc. for patents, patent applications and know-how covering all of Archemix’s current aptamer product candidates, Archemix’s technology and Archemix’s proprietary process called Systematic Evolution of Ligands by EXpotential expression, or the SELEX process, specifically. The license agreement imposes diligence and other obligations on Archemix. If Archemix fails to comply with the obligations imposed on it in the license agreement, Gilead may have the right to terminate the license and Archemix may not be able to use any or all of the intellectual property and other rights which are the subject of the license agreement, including the SELEX process. To date, Archemix believes that it has met all such obligations and is in compliance with the terms and conditions of the Gilead agreement.

Archemix also holds licenses from other third parties for patents, patent applications and know-how covering various technologies that may be used in Archemix’s aptamer product candidates and Archemix’s technology and the SELEX process specifically. These license agreements also impose diligence and other obligations on Archemix. If Archemix fails to comply with the obligations imposed on it in these license agreements, the licenses could be terminated and Archemix may not be able to use the intellectual property and other rights which are the subject of the license agreements, including the SELEX process.

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In addition, Archemix has entered into license agreements with numerous third parties for the research, development and/or commercialization of aptamer product candidates. These license agreements impose various obligations on Archemix. If Archemix fails to comply with the obligations imposed on it in these license agreements, the licenses could be terminated. Each of these third party license agreements also contain representations and warranties, field restrictions, confidentiality obligations, license grants and exclusivity and other provisions. If Archemix fails to comply with the obligations imposed on it in its license agreements or breaches any of the other terms of its agreements, third parties may assert claims against Archemix seeking damages or other remedies. Even if resolved in Archemix’s favor, litigation would cause Archemix to incur significant expenses, and would distract its technical and management personnel from their normal responsibilities. Such litigation could substantially increase Archemix’s operating losses and reduce its resources available for development activities. Archemix may not have sufficient financial or other resources to adequately conduct such litigation or proceedings, and some of its competitors may be able to sustain the costs of such litigation or proceedings more effectively than Archemix can because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation of the litigation could have a material adverse effect on Archemix’s ability to compete in the marketplace.

If Archemix is unable to obtain and maintain patent protection for its technology and aptamer product candidates, its competitors could develop and commercialize technology and products similar or identical to Archemix’s, and Archemix’s ability to successfully commercialize its technology and aptamer product candidates may be adversely affected.

Archemix’s success will depend in large part on its ability to obtain and maintain patent protection in the United States and other countries for its proprietary technology and aptamer product candidates. Archemix has sought to protect its proprietary position by filing patent applications in the United States and abroad related to its proprietary technology and aptamer product candidates that are important to the development of its business. This process is expensive and time-consuming, and Archemix may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. As a result, the issuance, scope, validity, enforceability and commercial value of Archemix’s patent rights are highly uncertain. Archemix’s pending and future patent applications may not result in patents being issued which protect its technology or aptamer product candidates, or which effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or the interpretation of the patent laws in the United States and other countries may diminish the value of Archemix’s intellectual property or narrow the scope of its patent protection.

Because publications of discoveries in the scientific literature often lag behind the actual discoveries, and because patent applications in the United States and many other jurisdictions are typically not published until 18 months after filing, or in some cases not at all, neither Archemix nor its licensors can be certain that Archemix or they were the first to make the inventions claimed in Archemix’s or their issued patents or pending patent applications, or that Archemix or they were the first to file for protection of the inventions set forth in these patent applications. Assuming the other requirements for patentability are met, in the United States, the first to make the claimed invention is entitled to the patent, and outside the United States, the first to file is entitled to the patent. If a third party filed or files a United States patent application directed to the same or a similar invention as one of Archemix’s patents or patent applications, Archemix may be required to participate in an adversarial proceeding, known as an interference, declared by the United States Patent and Trademark Office to determine priority of invention in the United States. The costs of such a proceeding could be substantial, and it is possible that Archemix’s efforts could be unsuccessful, resulting in a narrowing or loss of its United States patent rights. Furthermore, an adverse decision in an interference proceeding can result in a third party receiving the patent rights sought by Archemix, which in turn could affect Archemix’s ability to market a potential aptamer product candidate to which that patent filing was directed.

Even if issued, patents may not effectively exclude competitors from engaging in activities that compete with Archemix or provide Archemix with a competitive advantage. Archemix’s competitors may be able to

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circumvent its patents by developing similar or alternative technologies or products in a manner that does not infringe its patents. The issuance of a patent is not conclusive as to its scope, validity or enforceability, and Archemix’s patents may be challenged in the courts or patent offices. Such challenges to Archemix’s patents may result in the claims being narrowed, invalidated or held unenforceable, which could limit Archemix’s ability to stop others from using or commercializing similar or identical technology and products, or limit the term of patent protection Archemix may have for its technology and aptamer product candidates.

Because of the time required for development, testing and regulatory review of a new drug, it is likely that one or more related patents may expire before any of Archemix’s aptamer product candidates can be commercialized, or may remain in force for only a short period following commercialization. In either case, this would reduce any advantages of the patents.

Archemix may become involved in costly and distracting lawsuits and proceedings to protect, defend or enforce its patent rights, the outcome of which would be uncertain and could put its patent rights and proprietary information at risk.

In order to protect or enforce its patent rights, Archemix may initiate litigation against third parties in the United States or in foreign countries. In addition, Archemix may become involved in an interference or opposition proceeding conducted in the United States or other patent offices challenging its patent rights or the patent rights of others. The defense of patents through lawsuits, interferences, oppositions and other legal and administrative proceedings can be costly and can distract Archemix’s technical and management personnel from their normal responsibilities. Archemix may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Such costs could increase Archemix’s operating losses and reduce its resources available for development activities. An adverse determination of any litigation or proceeding, or a settlement of such a dispute, could put one or more of Archemix’s patents at risk of being narrowed, invalidated or held unenforceable, or could put Archemix’s pending patent claims at risk of being narrowed or not issuing. In addition, an adverse determination could allow third parties to commercialize Archemix’s technology or products and compete directly with Archemix, without payment to Archemix.

Furthermore, because of the substantial amount of discovery and testimony usually required in connection with intellectual property litigation and proceedings, there is a risk that some of Archemix’s confidential information could be compromised by disclosure during such litigation or proceedings. For example, during the course of litigation and despite protective orders entered by the court, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. Such disclosures could materially adversely affect Archemix’s business and financial results.

If Archemix is unable to protect the confidentiality of its trade secrets, its business and competitive position would be harmed.

In addition to seeking patents for some of its technology and aptamer product candidates, Archemix also relies on trade secrets, including unpatented know-how, technology, and other proprietary information, to maintain its competitive position. Archemix seeks to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties that have access to them, such as its employees, corporate collaborators, outside scientific collaborators, sponsored researchers, contract manufacturers, consultants, advisors and other third parties. Archemix also has entered into confidentiality and invention or patent assignment agreements with all of its employees and its consultants. Any of these parties may breach the agreements and disclose Archemix’s proprietary information, and Archemix may not have adequate remedies for any such breach. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of Archemix’s trade secrets were to be lawfully obtained or independently developed by a competitor, Archemix would have no right to prevent them from using that technology or information to compete with it. If any of Archemix’s trade secrets were to be disclosed to or independently developed by a competitor, Archemix’s competitive position would be harmed.

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Third parties may allege that Archemix is infringing their intellectual property, which would cause Archemix to spend substantial resources on litigation, the outcome of which would be uncertain and could have a material adverse effect on the success of Archemix’s business.

Although Archemix is not currently a party to any patent litigation or any other adversarial proceeding regarding intellectual property rights with respect to its aptamer product candidates and technology, including any interference proceeding before the United States Patent and Trademark Office, it may become so in the future. Third parties may assert infringement claims against Archemix based on existing patents or patents that may be granted in the future. Even when Archemix is aware of third-party patents relevant to its research and development efforts or its aptamer product candidates, Archemix undertakes research and development on the basis that one or more of the following is true with respect to such third-party patents: (1) Archemix’s technology and aptamer product candidates do not infringe any valid claim of the patent, (2) the patent will expire before any potentially infringing technology or product will be commercialized, (3) any potential infringement falls within the statutory exceptions to infringement for the development of information solely for purposes reasonably related to submission to the FDA, (4) any potential infringement has been discontinued and any damages for past infringement would not result in a material adverse effect on Archemix’s business, (5) a license to the patent is likely available on commercially reasonable terms, or (6) the patent could be avoided by conducting the potentially infringing activity in a jurisdiction where no such patent is in effect. However, the outcome of litigation is subject to uncertainties that cannot be adequately quantified in advance, including the identity of the adverse party and the demeanor and credibility of witnesses, especially in biotechnology related patent cases that may turn on the testimony of experts as to technical facts upon which experts may reasonably disagree. If Archemix is found to infringe any claim of any of these patents, it could be required to obtain a license from the patent owner, which might not be available on commercially reasonable terms or at all, or Archemix could be forced to cease commercializing the infringing technology or product. Archemix could also be found liable for monetary damages for past infringement. As a result, a finding of infringement could have a material adverse effect on Archemix’s business.

Even if resolved in Archemix’s favor, litigation relating to claims of intellectual property infringement would cause Archemix to incur significant expenses, and would distract its technical and management personnel from their normal responsibilities. Such litigation could substantially increase Archemix’s operating losses and reduce its resources available for development activities. Archemix may not have sufficient financial or other resources to adequately conduct such litigation or proceedings, and some of its competitors may be able to sustain the costs of such litigation or proceedings more effectively than Archemix can because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on Archemix’s ability to compete in the marketplace.

Many of Archemix’s employees were previously employed at universities or other biotechnology or pharmaceutical companies, including Archemix’s competitors or potential competitors. Although Archemix tries to ensure that its employees do not use the proprietary information or know-how of others in their work for it, Archemix may be subject to claims that it or these employees have inadvertently or otherwise used or disclosed intellectual property, trade secrets or other proprietary information of any such employee’s former employer. Litigation may be necessary to defend against these claims and, even if Archemix is successful in defending itself, could result in substantial costs and distract its technical and management personnel. If Archemix fails in defending any such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights or personnel.

If a patent or other infringement proceeding is resolved against Archemix, it may be enjoined from researching, developing, manufacturing or commercializing its technology or products without a license from the other party and Archemix may be held liable for significant damages. Archemix may not be able to obtain any required license on commercially acceptable terms or at all. Even if Archemix was able to obtain licenses to such technology, some licenses may be non-exclusive, thereby giving its competitors access to the same technologies licensed to Archemix. Ultimately, Archemix may be unable to commercialize some of its aptamer product candidates or may have to cease some of its business operations, which could harm Archemix’s business.

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Risks Relating to Archemix’s Agreements with Third Parties

Because Archemix has licensed some aptamer product candidates and related technology to third parties, it is dependent on third parties for the successful development and commercialization of those aptamer product candidates.

Archemix’s decision to license some aptamer product candidates to third parties means it has relinquished control over how those aptamer product candidates are developed and commercialized and how they are perceived in the marketplace. As a result, Archemix’s success depends, in part, on the efforts of those licensees and on their success in the clinical development of those aptamer product candidates, each of which is outside Archemix’s control.

In addition, Archemix’s aptamer product candidates may receive negative publicity relating to the activities of its licensees, regardless of whether such publicity is properly attributable to the merits of Archemix’s aptamer product candidates. If Archemix receives negative publicity based on the activities of its licensees, which are not within its control, Archemix’s business, financial condition and results of operations and the value of Archemix’s common stock could be materially and adversely affected.

The success of the aptamer product candidates that Archemix licenses to third parties depends heavily on its collaboration with each third party. If a third party licensee is unable to further develop or commercialize an aptamer product candidate, or experiences significant delays in doing so, Archemix’s business may be materially harmed.

Archemix has entered into a series of agreements with third parties for the development and commercialization of aptamer product candidates, and it cannot predict the success of these collaborations. Each collaboration involves a complex allocation of responsibilities, costs and benefits. Often, the third party is responsible for conducting and funding much of the future development and regulatory approval activities for an aptamer product candidate and has control over the conduct and timing of development efforts for the aptamer product candidate. A third party’s failure to devote sufficient financial and other resources to the development plan may delay the clinical development of an aptamer product candidate, which could lead to the delay in payment of clinical and regulatory milestones under Archemix’s agreements and may delay eventual commercialization of an aptamer product candidate and any royalties Archemix could receive on commercial sales.

Because clinical trials and the process of seeking regulatory approval for Archemix’s aptamer product candidates, including ARC1779, ARC5692 and its hemophilia programs will be lengthy and expensive and the outcomes of such trials are uncertain, Archemix may choose to enter into collaborations with other companies that can provide capabilities and funds for the development and commercialization of some or all of these aptamer product candidates. If Archemix is unsuccessful in forming or maintaining these collaborations on favorable terms, its business may not succeed.

Conducting preclinical and clinical trials is a time-consuming, expensive and uncertain process that usually takes years to complete. Before obtaining regulatory approval for the commercial sale of any aptamer product candidate, Archemix must demonstrate through preclinical studies and clinical trials that its aptamer product candidates are safe and effective for their intended use. Consequently, Archemix may choose to enter into collaborations with other companies that can provide capabilities and funds for the development and commercialization of some or all of its proprietary aptamer product candidates, including ARC1779, ARC5692 and its hemophilia programs. In such collaborations, Archemix would expect its biotechnology or pharmaceutical collaborators to provide substantial funding, as well as significant capabilities in clinical development, regulatory affairs, marketing and sales. Archemix may not be successful in entering into any such collaborations on favorable terms, if at all.

In addition, any collaboration that Archemix enters into may be unsuccessful. The success of the research and development of aptamer product candidates with Archemix’s collaborators is subject to all of the same risks associated with the research and development of Archemix’s own aptamer product candidates. In addition, the success of Archemix’s collaboration arrangements will depend heavily on the efforts and

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activities of its collaborators. Archemix’s collaborators will have significant discretion in determining the efforts and resources that they will apply to these collaborations. Archemix anticipates that in any collaboration it enters into it will be subject to the following risks, among others:

•  Archemix’s collaborators may have the first right to maintain or defend certain of Archemix’s intellectual property rights and, although it would have the right to assume the maintenance and defense of these intellectual property rights if its collaborators do not, Archemix’s ability to do so may be compromised by its collaborators’ acts or omissions;

•  Archemix’s collaborators may utilize certain of Archemix’s intellectual property rights in such a way as to invite litigation that could jeopardize or invalidate these intellectual property rights or expose Archemix to potential liability;

•  Archemix’s collaborators may not comply with all applicable regulatory requirements; and

•  If Archemix is unsuccessful in forming or maintaining these collaborations on favorable terms, its business may not succeed.

Archemix may not be able to execute its business strategy if it is unable to continue to out-license its technology to others to develop their own aptamer product candidates, which can provide funds for the development and commercialization of Archemix’s own aptamer product candidates. If Archemix is unsuccessful in forming or maintaining these out-license agreements on favorable terms, its business may not succeed.

Part of Archemix’s business strategy involves entering into license agreements with third parties under which the third parties take licenses from Archemix to develop their own aptamer product candidates. These licenses provide Archemix with funds that it can devote to the development of its aptamer product candidates itself. Archemix may not be successful in entering into any such agreements in the future on terms that are favorable to it, or at all. Even if Archemix does succeed in securing such alliances, it may not be able to maintain them if, for example, development or approval of an aptamer product candidate is delayed or sales of an approved aptamer product candidate are disappointing. Furthermore, any delay in entering into out-license agreements could delay the development and commercialization of aptamer product candidates and reduce their competitiveness even if they reach the market. Any such delay related to Archemix’s out-license agreements could adversely affect its business.

If any collaborator or licensee terminates its agreement with Archemix or fails to perform its obligations under its agreement with Archemix, or fails to comply with applicable law, the development and commercialization of Archemix’s aptamer product candidates could be delayed or terminated.

Archemix’s use of collaborators and licensees for funding and aptamer product candidate development means that its business would be adversely affected if any collaborator or licensee terminates its agreement with Archemix or fails to perform its obligations under that agreement or under applicable law. Archemix’s current or future collaborations and licenses may not result in aptamer product candidates that are scientifically or commercially successful or result in the development or commercialization of any aptamer product candidates, which could have a material adverse effect on Archemix’s business. In addition, disputes may arise in the future with respect to the ownership of rights to technology or aptamer product candidates developed with collaborators and licensees, which could have an adverse effect on Archemix’s ability to develop and commercialize any affected aptamer product candidate.

Archemix’s current collaborations allow, and Archemix expects that any future collaborations will allow, either party to terminate the collaboration for specified material breaches by the other party. If a collaborator terminates its collaboration with Archemix, for breach or otherwise, it would be difficult for Archemix to

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attract new collaborators and could adversely affect how Archemix is perceived in the business and financial communities. In addition, a collaborator or licensee could determine that it is in its financial interest to:

•  pursue alternative technologies or develop alternative products, either on its own or jointly with others, that may be competitive with the aptamer product candidates on which it is collaborating with Archemix or which could affect its commitment to the collaboration with Archemix;

•  pursue higher-priority programs or change the focus of its development programs, which could affect the collaborator’s commitment to Archemix; or

•  if it has marketing rights, choose to devote fewer resources to the marketing of Archemix’s aptamer product candidates, if any are approved for marketing, than it does for product candidates of its own development.

If any of these events occur, the development and commercialization of one or more aptamer product candidates could be delayed, curtailed or terminated because Archemix may not have sufficient financial resources or capabilities to continue such development and commercialization on its own.

Risks Related to the Manufacture of Archemix’s Aptamer Product Candidates

Archemix has no manufacturing capacity and relies on third party manufacturers to manufacture and supply its aptamer product candidates for the development and commercial quantities of its aptamer product candidates. Any problems experienced by outside vendors could result in a delay or interruption in the supply of aptamers to Archemix until the vendor cures the problem or until Archemix locates and qualifies an alternative source of supply.

The manufacture of aptamers requires specialized equipment and utilizes complicated production processes that would be difficult, time-consuming and costly to duplicate. Archemix does not currently operate manufacturing facilities for preclinical, clinical or commercial production of its aptamer product candidates under development. Archemix has no experience in drug formulation or manufacturing and it lacks the resources and the capabilities to manufacture any of its aptamer product candidates on a clinical or commercial scale. As a result, Archemix currently relies on a two contract manufacturers to manufacture and supply drug supplies for its preclinical tests and human clinical trials and expects that it will continue to rely on third-party manufacturers for clinical and commercial supply of its aptamer product candidates. There are currently a limited number of third-party manufacturers available to manufacture Archemix’s aptamer product candidates. For example, Avecia Biologics Limited, or Avecia, is currently the third-party manufacturer of ARC1779. Archemix does not have a long-term contract with Avecia, but rather engages it on a purchase order basis. Any performance failure on the part of Archemix’s existing or future third-party manufacturers could delay clinical development or regulatory approval of its aptamer product candidates or their commercialization, producing additional losses and depriving Archemix of potential product revenues. Archemix would also need to seek additional third-party manufacturers, thereby increasing its development costs. Even though Archemix’s third-party manufacturer carries manufacturing interruption insurance policies, Archemix may suffer losses as a result of business interruptions that exceed the coverage available under these insurance policies, if any. Events beyond Archemix’s control, such as natural disasters, fire, sabotage or business accidents could have a significant negative impact on Archemix’s operations by disrupting its aptamer product candidate development efforts until its third-party manufacturer can repair its facility or put in place other third-party contract manufacturers to assume this manufacturing role. Any delay or interruption in Archemix’s supply of aptamers would likely lead to a delay or interruption in Archemix’s preclinical and clinical trials of its aptamer product candidates, which could negatively affect its business.

If the FDA or regulatory authorities in other countries approve any of Archemix’s aptamer product candidates for commercial sale, it will need to manufacture them in larger quantities. To date, Archemix’s aptamer product candidates have been manufactured in small quantities for preclinical testing and clinical trials and Archemix may not be able to successfully increase the manufacturing capacity, whether in collaboration with third-party manufacturers or on its own, for any of its aptamer product candidates in a timely or economic manner, or at all. Archemix does not currently have any agreements to manufacture its

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aptamer product candidates on a commercial scale. In order to commercialize its aptamer product candidates, Archemix’s existing supplier will need to scale up its manufacturing of Archemix’s aptamer product candidates. Archemix may be required to fund capital improvements to support scale-up of manufacturing and related activities. Archemix’s existing manufacturer may not be able to increase its manufacturing capacity for any of Archemix’s aptamer product candidates for which it obtains marketing approval in a timely or economic manner, or at all. Archemix may need to engage other manufacturers to provide commercial supplies of its aptamer product candidates. It may be difficult for Archemix to enter into commercial supply arrangements on a timely basis or on acceptable terms, which could delay or prevent Archemix’s ability to commercialize its aptamer product candidates. If Archemix’s existing manufacturer is unable or unwilling to increase its manufacturing capacity or Archemix is unable to establish alternative arrangements, the development and commercialization of Archemix’s aptamer product candidates may be delayed or there may be a shortage in supply.

If third-party manufacturers with which Archemix contracts fail to perform their obligations, Archemix may be adversely affected in a number of ways, including:

•  Archemix may not be able to initiate or it may need to discontinue human clinical trials of its aptamer product candidates;

•  the submission of applications for regulatory approvals for Archemix’s aptamer product candidates may be delayed;

•  Archemix may have to cease distribution of or recall some or all batches of its aptamer product candidates; or

•  Archemix may fail to meet clinical trial requirements or commercial demand for its aptamer product candidates.

Furthermore, if a third-party manufacturer with which Archemix contracts fails to perform its obligations, Archemix may be forced to manufacture the materials itself, for which it may not have the capabilities or resources, or enter into an agreement with a different third-party manufacturer, which it may not be able to do on reasonable terms, if at all. In addition, if Archemix is required to change manufacturers for any reason, it will be required to verify that the new manufacturer maintains facilities and procedures that comply with quality standards and with all applicable regulations and guidelines. The delays associated with the verification of a new manufacturer or the re-verification of an existing manufacturer could negatively affect Archemix’s ability to develop aptamer product candidates or produce approved products in a timely manner.

If changes in the manufacturing process or procedure are required, Archemix might not be able to obtain adequate clinical or commercial quantities of its aptamer product candidates and its business could be severely harmed.

Changes in the manufacturing process or procedure, including a change in the location where the product is manufactured or a change of a third-party manufacturer, generally, among other things, require prior FDA, or foreign regulatory authority, review and/or approval of the manufacturing process and procedures in accordance with the FDA’s current good manufacturing practices, or cGMPs, or comparable foreign regulatory requirements. Archemix may also need to conduct additional studies to support approval of such changes. This review may be costly and time-consuming and could delay or prevent the launch of an aptamer product candidate. In addition, if Archemix elects to manufacture aptamer product candidates in a facility of its own or at the facility of another third party, it would need to ensure that the product as approved is equivalent to the product as used in earlier clinical trials, and that the new facility and the manufacturing process are in compliance with cGMPs, or comparable foreign regulatory requirements. Any such new facility would be subject to a pre-approval inspection by the FDA, or comparable foreign regulatory authorities, as well as periodic unannounced inspections by the FDA, or comparable foreign regulatory authorities, and certain state agencies.

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Archemix’s aptamer product candidates require precise, high quality manufacturing and if Archemix or its third-party manufacturer fail to meet necessary quality requirements, Archemix might not be able to obtain adequate clinical or commercial quantities of its aptamer product candidates and its business could be severely harmed.

The manufacture and packaging of pharmaceutical products, such as ARC1779 and other aptamer product candidates, are regulated by the FDA and foreign regulatory authorities and must be conducted in accordance with the FDA’s cGMPs, and comparable requirements of foreign regulatory authorities. There are a limited number of manufacturers that operate under cGMP or comparable foreign regulations who are both capable of manufacturing ARC1779 or other aptamer product candidates and willing to do so. Failure by Archemix or its third-party manufacturers to comply with applicable regulations, requirements, or guidelines could result in sanctions and penalties being imposed on Archemix, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approval of Archemix’s aptamer product candidates, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of products, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect Archemix’s business.

The FDA and foreign regulatory authorities may also implement new standards, or change their interpretation and enforcement of existing standards and requirements, for manufacture, packaging, or testing of aptamer product candidates at any time. If Archemix is unable to comply with these new standards or requirements, it may be subject to regulatory, civil actions or penalties which could significantly and adversely affect its business.

Risks Related to Archemix’s Industry

Archemix faces substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than Archemix does.

The pharmaceutical and biotechnology industries are intensely competitive and any aptamer product candidate developed by Archemix would compete with existing drugs and therapies. The development and commercialization of new drugs is highly competitive. Archemix will face competition with respect to ARC1779 and any aptamer product candidates it may develop or commercialize in the future from major pharmaceutical companies, specialty pharmaceutical companies, biotechnology companies and academic and research institutions and government agencies worldwide. Archemix is aware of other companies that have developed or are developing product candidates that target vWF which, if approved, may compete with ARC1779. Archemix believes that, if approved, ARC1779 may compete with a product candidate under development by Ablynx NV, a Belgian biotechnology company. Ablynx has disclosed that it is developing an antibody-derived protein which is designed to be an anti-thrombotic treatment targeting vWF in patients with acute coronary syndrome and TTP. Archemix is also aware that Ajinomoto Co., Inc., a worldwide producer of food seasonings, cooking oils, food and pharmaceuticals, may also be conducting clinical trials with an anti-vWF antibody. Baxter International Inc. has announced that it is developing a recombinant form of ADAMTS13, an enzyme that plays a critical role in blood coagulation, for the treatment of TTP and related disorders. In addition, clinical trials are being planned and conducted by academic physicians with the monoclonal antibody rituximab (Rituxan^®) in idiopathic TTP. The general objective of these studies is to assess the efficacy and safety of rituximab in the management of patients with refractory or relapsed idiopathic TTP.

Archemix has licensed its technology to third parties to develop their own aptamer product candidates. These licensees may, in the future, develop aptamers which compete directly or indirectly with Archemix’s aptamer product candidates. Furthermore, Archemix cannot guarantee that a company, academic institution or other organization will not infringe Archemix’s intellectual property and develop a competing aptamer product candidate.

Many of Archemix’s competitors have substantially greater financial, technical, manufacturing, marketing and human resources than Archemix has. In addition, many of these competitors have significantly greater commercial infrastructures than Archemix has. Additional mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources being concentrated by Archemix’s competitors.

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Competition may increase further as a result of advances made in the commercial applicability of technologies and greater availability of capital for investment in these fields.

As a result, Archemix’s competitors may:

•  develop products that are safer or more effective than Archemix’s aptamer product candidates;

•  obtain FDA and other regulatory approvals or reach the market with their products more rapidly than Archemix can, reducing the potential sales of Archemix’s aptamer product candidates;

•  develop new or improved technologies and scientific advances;

•  obtain patent protection and/or receive regulatory approval for commercializing products before Archemix;

•  devote greater resources to market or sell their products;

•  initiate or withstand substantial price competition more successfully than Archemix can;

•  recruit skilled scientific workers from the limited pool of available talent; and

•  take advantage of acquisition or other opportunities more readily than Archemix can.

Archemix faces the risk of product liability claims and if it is not able to obtain adequate insurance coverage, its business could be severely harmed.

Archemix’s business exposes it to the risk of product liability claims that is inherent in the testing, manufacturing and marketing of drugs. Regardless of their merit or eventual outcome, product liability claims may result in:

•  decreased demand for Archemix’s aptamer product candidates;

•  injury to Archemix’s reputation and significant negative media attention;

•  withdrawal of clinical trial volunteers;

•  significant litigation costs;

•  distraction of management; and

•  substantial monetary awards to plaintiffs.

Archemix currently has at least $5 million of product liability insurance for aptamer product candidates which are in clinical testing. Although Archemix believes that this amount is appropriate, this insurance is subject to deductibles and coverage limitations. Furthermore, this coverage may not be adequate in scope to protect Archemix in the event of a successful product liability claim. If any of Archemix’s aptamer product candidates are approved for marketing, Archemix may seek additional insurance coverage. If Archemix is unable to obtain insurance at an acceptable cost or on acceptable terms with adequate coverage or otherwise protect against potential product liability claims, it will be exposed to significant liabilities, which may harm its business. These liabilities could prevent or interfere with Archemix’s product commercialization efforts. Defending a suit, regardless of merit, could be costly, could divert management attention and might result in adverse publicity or reduced acceptance of Archemix’s aptamer product candidates in the market.

If Archemix fails to comply with the environmental, health and safety regulations that govern its business and the biotechnology industry in general Archemix may become party to litigation or other proceedings, the outcome of which would be uncertain but could have a material adverse effect on the success of its business.

Archemix’s research and development activities involve the controlled use of hazardous and flammable materials, including chemicals and radioactive and biological materials. Archemix’s operations also produce hazardous waste products. Archemix is subject to a variety of federal, state and local regulations relating to the use, handling, storage and disposal of these materials. Archemix generally contracts with third parties for the disposal of

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such substances. Archemix also stores certain low-level radioactive waste at its facility until the materials are no longer considered radioactive. Archemix cannot eliminate the risk of accidental contamination or injury from these materials. Archemix believes that its procedures for storing, handling and disposing these materials in its Cambridge facility comply with the relevant federal, state and local guidelines. Although Archemix believes that its safety procedures for handling and disposing of these materials comply with the applicable regulations, the risk of accidental contamination or injury from these materials cannot be eliminated. Archemix is also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of biohazardous materials.

Archemix may be required to incur substantial costs to comply with current or future environmental and safety regulations and current or future environmental regulations may impair its research, development or production efforts. Although Archemix believes that its safety procedures for handling and disposing of these materials comply with the standards prescribed by applicable laws and regulations, Archemix cannot completely eliminate the risk of accidental contamination or injury from these materials. In the event of such an accident, Archemix could be held liable for any resulting damages, and any liability could exceed its resources. If contamination occurred, Archemix would likely incur significant costs associated with civil penalties or criminal fines and in complying with environmental laws and regulations.

Although Archemix maintains workers’ compensation insurance to cover it for costs and expenses it may incur due to injuries to its employees resulting from the use of these materials, this insurance may not provide adequate coverage against potential liabilities. Archemix does not maintain insurance for environmental liability or toxic tort claims that may be asserted against it in connection with its storage or disposal of biological, hazardous or radioactive materials. Additional federal, state and local laws and regulations affecting Archemix’s operations may be adopted in the future. Archemix may incur substantial costs to comply with and substantial fines or penalties if it violates any of these laws or regulations.

Risks Related to Archemix’s Employees and Growth

If Archemix is not able to retain its current senior management team or continue to attract and retain qualified scientific, technical and business personnel, Archemix’s business will suffer.

Archemix depends on the members of its management team for its business success. An important element of Archemix’s strategy is to take advantage of the research and development expertise of its current management. The loss of any one of Archemix’s executive officers, including, in particular, Dr. Page Bouchard, Archemix’s Senior Vice President, Discovery and Preclinical Development, and Dr. James Gilbert, Archemix’s Chief Medical Officer, could result in a significant loss in the knowledge and experience that Archemix, as an organization, possesses and could cause significant delays, or outright failure, in the development and commercialization of its aptamer product candidates.

To grow, Archemix will need to hire a significant number of qualified commercial, scientific and administrative personnel. However, there is intense competition for qualified scientific personnel, including management in the technical fields in which Archemix operates and it may not be able to attract and retain qualified personnel necessary for the successful development and commercialization of its aptamer product candidates. Archemix’s inability to attract new employees or to retain existing employees could limit its growth and harm its business.

Archemix expects to expand its development, regulatory and sales and marketing capabilities, and as a result, Archemix may encounter difficulties in managing its growth, which could disrupt its operations.

Archemix expects to experience significant growth in the number of its employees and the scope of its operations, particularly in the areas of drug development, regulatory affairs and sales and marketing. To manage its anticipated future growth, Archemix must continue to implement and improve its managerial, operational and financial systems, expand its facilities and continue to recruit and train additional qualified personnel. As a result of Archemix’s limited financial resources and the inexperience of its management team in managing a company with such anticipated growth, Archemix may not be able to manage the expansion of its operations effectively or recruit and train additional qualified personnel. The physical expansion of

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Archemix’s operations may lead to significant costs and may divert Archemix’s management and business development resources from the running of Archemix’s business. Any inability to manage growth could delay the implementation of Archemix’s business plans or disrupt its operations. Depending on the rate at which Archemix expands its workforce, it may need to seek alternative space for its operations in the future, which may not be available to Archemix on reasonable terms.

Risks Related to the Combined Company

In determining whether you should approve the merger or the issuance of shares of NitroMed common stock pursuant to the merger and related matters, as the case may be, you should carefully read the following risk factors. Following the merger, NitroMed and Archemix anticipate that the business of the combined company will be the business conducted by Archemix prior to the merger. As a result, the risk factors set forth under the heading “— Risks Related to Archemix,” together with the following risks, are the most significant you will face if the merger is completed.

The combined company’s stock price is expected to be volatile, and the market price of its common stock may decline in value following the merger.

The market price of the combined company’s common stock could be subject to significant fluctuations following the merger. Market prices for securities of early-stage pharmaceutical, biotechnology and other life sciences companies have historically been particularly volatile. Some of the factors that may cause the market price of the combined company’s common stock to fluctuate include:

•  the results of the combined company’s current and any future clinical trials of its aptamer product candidates;

•  the results of preclinical studies and planned clinical trials of the combined company’s discovery stage and preclinical programs;

•  the entry into, or termination of, key agreements, including key strategic alliance agreements;

•  the results and timing of regulatory reviews relating to the approval of the combined company’s aptamer product candidates;

•  the initiation of, material developments in, or conclusion of litigation to enforce or defend any of the combined company’s intellectual property rights;

•  failure of any of the combined company’s aptamer product candidates, if approved, to achieve commercial success;

•  general and industry-specific economic conditions that may affect the combined company’s research and development expenditures;

•  the results of clinical trials conducted by others on drugs that would compete with the combined company’s aptamer product candidates;

•  issues in manufacturing the combined company’s aptamer product candidates or any approved products;

•  the loss of key employees;

•  the introduction of technological innovations or new commercial products by competitors of the combined company;

•  changes in estimates or recommendations by securities analysts, if any, who cover the combined company’s common stock;

•  future sales of the combined company’s securities;

•  changes in the structure of health care payment systems; and

•  period-to-period fluctuations in the combined company’s financial results.

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Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the combined company’s common stock.

In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm the combined company’s profitability and reputation.

If the combined company’s operating results fluctuate significantly, its stock price may decline and result in losses to you.

The combined company’s operating results are likely to fluctuate significantly from quarter to quarter and year to year. These fluctuations could cause the combined company’s stock price to decline. Some of the factors that could cause operating results to fluctuate include:

•  a failure to successfully complete preclinical studies and clinical trials in a timely manner or at all, resulting in a delay in receiving, or a failure to receive, the required regulatory approvals to commercialize the combined company’s aptamer product candidates;

•  the timing of regulatory approvals or other regulatory actions; and

•  general and industry-specific economic conditions that may affect Archemix’s and its collaborators’ operations and financial results.

In any particular quarter or quarters, the combined company’s operating results could be below the expectations of securities analysts or investors and the combined company’s stock price could decline.

A significant portion of the combined company’s total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of the combined company’s common stock to drop significantly, even if its business is doing well.

Sales of a substantial number of shares of the combined company’s common stock in the public market following the merger could cause the market price to decline. Such sales also might make it more difficult for the combined company to sell equity securities in the future at a time and at a price that it deems appropriate. Following the consummation of the merger, the holders of an aggregate of approximately 101.1 million shares of the combined company’s common stock will be subject to lock-up agreements entered into in connection with the merger, or 69.1% of the total common stock outstanding based on an assumed net cash balance of NitroMed of $45 million at closing and that Archemix’s cash and cash equivalent balance at closing is at least $30 million. The lock-up agreements restrict these stockholders, except in limited circumstances, from selling or otherwise disposing of any of their shares for a period of 90 days and 50% of their shares for a period of 180 days following the consummation of the merger without the prior written consent of the combined company. However, the combined company may, in its sole discretion, release all or any portion of the common stock from the restrictions of the lock-up agreements. In addition, the registration statement of which this joint proxy statement/prospectus is a part will register the shares of NitroMed’s common stock underlying the Archemix stock options assumed by NitroMed in the merger, following which such shares may be freely sold in the public market upon issuance. In the future, the combined company may issue additional shares to its employees, directors or consultants, in connection with corporate alliances or acquisitions or to raise capital. Accordingly, sales of a substantial number of shares of the combined company’s common stock in the public market could occur at any time.

Insiders will continue to have substantial control over the combined company, which could delay or prevent a change in corporate control or result in the entrenchment of management and the board of directors.

Following the consummation of the merger, directors and executive officers of the combined company, together with their affiliates and related persons, will beneficially own, in the aggregate, approximately 40.5%

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of the combined company’s outstanding common stock based on an assumed net cash balance of NitroMed of $45 million at closing and that Archemix’s cash and cash equivalent balance at closing is at least $30 million. As a result, these stockholders, if acting together, may have the ability to determine the outcome of matters submitted to the combined company’s stockholders for approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of the combined company’s assets. In addition, these persons, acting together, may have the ability to control the management and affairs of the combined company. Accordingly, this concentration of ownership may harm the market price of the combined company’s common stock by:

•  delaying, deferring or preventing a change in control;

•  entrenching management and the board of directors;

•  impeding a merger, consolidation, takeover or other business combination involving the combined company; or

•  discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the combined company.

The combined company’s management will be required to devote substantial additional time and incur additional expense to comply with public company regulations. Failure by the combined company to comply with such regulations could subject the combined company to public investigations, fines, enforcement actions and other sanctions by regulatory agencies and authorities and, as a result, its stock price could decline in value.

As a public company, the combined company will incur significant legal, accounting and other expenses that Archemix did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and The NASDAQ Global Market, impose various requirements on public companies, including with respect to corporate governance practices. The combined company’s management and other personnel will need to devote a substantial amount of time to these requirements. Moreover, these rules and regulations will increase the combined company’s legal and financial compliance costs relative to those of Archemix and will make some activities more time-consuming and costly.

In addition, the Sarbanes-Oxley Act requires, among other things, that the combined company maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, the combined company must perform system and process evaluation and testing of its internal controls over financial reporting to allow management and the combined company’s independent registered public accounting firm to report on the effectiveness of its internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. The combined company’s compliance with Section 404 will require that it incur substantial accounting and related expense and expend significant management efforts. The combined company may need to hire additional accounting and financial staff to satisfy the ongoing requirements of Section 404. Moreover, if the combined company is not able to comply with the requirements of Section 404, or if the combined company or its independent registered public accounting firm identifies deficiencies in its internal controls over financial reporting that are deemed to be material weaknesses, the market price of the combined company’s stock could decline and the combined company could be subject to sanctions or investigations by The NASDAQ Global Market, SEC or other regulatory authorities.

The combined company does not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment in the combined company.

The combined company anticipates that it will retain its earnings, if any, for future growth and therefore does not anticipate paying cash dividends in the future. As a result, only appreciation of the price of the combined company’s common stock will provide a return to stockholders. Investors seeking cash dividends should not invest in the combined company’s common stock.

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Anti-takeover provisions in the combined company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the combined company difficult.

The combined company’s certificate of incorporation and bylaws will contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could limit the price that investors might be willing to pay in the future for shares of the combined company’s common stock, thereby depressing the market price of the combined company’s common stock. Stockholders who wish to participate in these transactions may not have the opportunity to do so. Furthermore, these provisions could prevent or frustrate attempts by stockholders to replace or remove the combined company’s management. These provisions include:

•  a prohibition on stockholder action through written consent;

•  a requirement that special meetings of stockholders be called only by a majority of the board of directors, the chairman of the board or the chief executive officer;

•  advance notice requirements for stockholder proposals and nominations;

•  limitations on the ability of stockholders to amend, alter or repeal the certificate of incorporation or bylaws; and

•  the authority of the board of directors to issue preferred stock with such terms as the board of directors may determine.

Also, because the combined company will be incorporated in Delaware, it will be governed by the provisions of Section 203 of the Delaware General Corporation Law, which may, unless certain criteria are met, prohibit large stockholders, in particular those owning 15% or more of the combined company’s outstanding voting stock, from merging or combining with the combined company for a prescribed period of time.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This joint proxy statement/prospectus contains “forward-looking statements” of NitroMed within the meaning of the Private Securities Litigation Reform Act of 1995, which is applicable to NitroMed because NitroMed is a public company subject to the reporting requirements of the Exchange Act, but is not applicable to Archemix because Archemix is not a public company and is not currently subject to the reporting requirements of the Exchange Act. These forward-looking statements include without limitation:

•  the potential value created by the proposed merger for the stockholders of NitroMed and Archemix;

•  the efficacy, safety and intended utilization of Archemix’s drug candidates;

•  the conduct and results of Archemix’s research, discovery and preclinical efforts and clinical trials;

•  Archemix’s plans regarding future research, discovery and preclinical efforts and clinical activities and collaborative, intellectual property and regulatory activities;

•  the amount of cash and cash equivalents that NitroMed anticipates it will hold on the closing date of the merger, after giving effect to the asset sale;

•  the period in which Archemix expects cash will be available to fund its current operating plan, both before and after giving effect to the merger;

•  the amount of shares NitroMed expects to issue in the merger; and

•  each of NitroMed’s and Archemix’s results of operations, financial condition and businesses, and products and drug candidates under development and the expected impact of the proposed merger on the combined company’s financial and operating performance.

Words such as “anticipates,” “believes,” “forecast,” “potential,” “contemplates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can” and similar expressions identify forward-looking statements. Actual results may differ materially from the results contemplated by such forward-looking statements as a result of various important factors, including without limitation risks relating to:

•  the ability of NitroMed to complete the proposed asset sale;

•  the ability of NitroMed and Archemix to complete the proposed merger;

•  fluctuations in NitroMed’s net cash balance prior to and at closing;

•  the ability of both NitroMed and Archemix to obtain the substantial additional funds required to fund their respective operating plans;

•  the significant increased costs and allocation of management resources associated with Archemix operating as a public company;

•  the discovery, development, clinical testing, regulatory approval and commercialization of Archemix’s products under development;

•  NitroMed’s ability to continue to generate revenue from sales of BiDil without active promotional efforts;

•  NitroMed’s ability to continue the manufacturing and distribution of its sole product, BiDil;

•  patient, physician and payor acceptance of products and products under development;

•  regulatory risks;

•  competitive pressures;

•  the ability to maintain and enforce necessary intellectual property protection;

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•  Archemix’s ability to enter into and maintain successful alliances for its product development and commercialization programs;

•  NitroMed’s ability to maintain compliance with NASDAQ Global Market listing standards; and

•  general industry and market conditions.

These and other risks are described in greater detail in the section entitled “Risk Factors” beginning on page 19 of this joint proxy statement/prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. In addition, any forward-looking statements in this joint proxy statement/prospectus represent NitroMed’s views only as of the date of this joint proxy statement/prospectus and should not be relied upon as representing NitroMed’s views as of any subsequent date. NitroMed anticipates that subsequent events and developments will cause its views to change. However, while NitroMed may elect to update these forward-looking statements publicly at some point in the future, NitroMed specifically disclaims any obligation to do so, except as may be required by law, either as a result of new information, future events or otherwise. In particular, unless otherwise stated or the context otherwise requires, NitroMed has prepared this joint proxy statement/prospectus as if it were going to remain an independent, standalone company. If NitroMed consummates the asset sale and the merger, the descriptions of its strategy, future operations and financial position, future revenues, projected costs and prospects and the plans and objectives of management in this joint proxy statement/prospectus will no longer be applicable.

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THE SPECIAL MEETING OF NITROMED STOCKHOLDERS

General

This joint proxy statement/prospectus is first being furnished to stockholders of NitroMed on or about          , 2009.

NitroMed is sending this joint proxy statement/prospectus to its stockholders in connection with the solicitation of proxies by NitroMed’s board of directors for use at the NitroMed special meeting and any adjournments or postponements of the special meeting.

Date, Time and Place

The special meeting of NitroMed stockholders will be held at 10:00 a.m., local time, on          , 2009, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.

Purposes of the NitroMed Special Meeting

The purposes of the NitroMed special meeting are to consider and act upon the following matters:

1. To approve the issuance of NitroMed common stock pursuant to the Agreement and Plan of Merger, dated as of November 18, 2008, by and among NitroMed, Newport Acquisition Corp., a wholly owned subsidiary of NitroMed, and Archemix Corp. as described in this joint proxy statement/prospectus. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

2. To approve an amendment to NitroMed’s certificate of incorporation effecting the reverse stock split, as described in this joint proxy statement/prospectus. A copy of the proposed amendment is attached as Annex D to this joint proxy statement/prospectus.

3. To approve an amendment to NitroMed’s certificate of incorporation to change the name of the company from “NitroMed, Inc.” to “Archemix Corp.”, as described in this joint proxy statement/prospectus. A copy of the proposed amendment is attached as Annex E to this joint proxy statement/prospectus.

4. To consider and vote upon an adjournment of the NitroMed special meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of NitroMed Proposal Nos. 1, 2, and 3.

Stockholders will also consider and act on any other matters that may properly come before the NitroMed special meeting or any adjournment or postponement thereof.

Recommendations of the NitroMed Board of Directors

NITROMED’S BOARD OF DIRECTORS CREATED A COMMITTEE OF DISINTERESTED DIRECTORS COMPRISED OF ZOLA HOROVITZ, JOHN LITTLECHILD, DAVEY SCOON AND CHRISTOPHER SOBECKI AND DELEGATED AUTHORITY TO THE COMMITTEE TO EVALUATE AND MAKE A RECOMMENDATION TO THE BOARD OF DIRECTORS REGARDING THE MERGER AND RELATED TRANSACTIONS. BASED UPON THE UNANIMOUS RECOMMENDATION OF THE COMMITTEE.

THE NITROMED BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE ISSUANCE OF SHARES OF NITROMED COMMON STOCK PURSUANT TO THE MERGER IS ADVISABLE, FAIR TO, AND IN THE BEST INTERESTS OF NITROMED AND ITS STOCKHOLDERS AND HAS UNANIMOUSLY APPROVED SUCH PROPOSAL. THE NITROMED BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NITROMED STOCKHOLDERS VOTE “FOR” NITROMED PROPOSAL NO. 1 TO APPROVE THE ISSUANCE OF SHARES OF NITROMED COMMON STOCK PURSUANT TO THE MERGER.

THE NITROMED BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE AMENDMENT TO NITROMED’S CERTIFICATE OF INCORPORATION EFFECTING THE

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REVERSE STOCK SPLIT, AS DESCRIBED IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS ADVISABLE, FAIR TO, AND IN THE BEST INTERESTS OF NITROMED AND ITS STOCKHOLDERS AND HAS UNANIMOUSLY APPROVED SUCH PROPOSAL. THE NITROMED BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NITROMED STOCKHOLDERS VOTE “FOR” NITROMED PROPOSAL NO. 2 TO APPROVE THE AMENDMENT TO NITROMED’S CERTIFICATE OF INCORPORATION EFFECTING THE REVERSE STOCK SPLIT.

THE NITROMED BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE AMENDMENT OF NITROMED’S CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF NITROMED TO “ARCHEMIX CORP.” AS DESCRIBED IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS ADVISABLE, FAIR TO, AND IN THE BEST INTERESTS OF NITROMED AND ITS STOCKHOLDERS AND HAS UNANIMOUSLY APPROVED SUCH PROPOSAL. THE NITROMED BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NITROMED STOCKHOLDERS VOTE “FOR” NITROMED PROPOSAL NO. 3 TO APPROVE THE NAME CHANGE.

THE NITROMED BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT ADJOURNING THE NITROMED SPECIAL MEETING, IF NECESSARY, IF A QUORUM IS PRESENT TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF NITROMED PROPOSAL NOS. 1, 2 AND 3 IS ADVISABLE, FAIR TO, AND IN THE BEST INTERESTS OF, NITROMED AND ITS STOCKHOLDERS AND HAS UNANIMOUSLY APPROVED SUCH PROPOSAL. THE NITROMED BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NITROMED STOCKHOLDERS VOTE “FOR” NITROMED PROPOSAL NO. 4 TO ADJOURN THE NITROMED SPECIAL MEETING, IF NECESSARY, IF A QUORUM IS PRESENT TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF NITROMED PROPOSAL NOS. 1, 2, AND 3.

Record Date and Voting Power

Only holders of record of NitroMed common stock at the close of business on the record date,          , 2009, are entitled to notice of, and to vote at, the NitroMed special meeting. There were approximately           holders of record of NitroMed common stock at the close of business on the record date. Because many of such shares are held by brokers and other institutions on behalf of stockholders, NitroMed is unable to estimate the total number of stockholders represented by these record holders. At the close of business on the record date,           shares of NitroMed common stock were issued and outstanding. Each share of NitroMed common stock entitles the holder thereof to one vote on each matter submitted for stockholder approval. See “Principal Stockholders of NitroMed” on page 323 of this joint proxy statement/prospectus for information regarding persons known to the management of NitroMed to be the beneficial owners of more than 5% of the outstanding shares of NitroMed common stock.

Voting and Revocation of Proxies

The proxy accompanying this joint proxy statement/prospectus is solicited on behalf of the board of directors of NitroMed for use at the NitroMed special meeting.

If you are a stockholder of record of NitroMed as of the applicable record date referred to above, you may vote in person at the NitroMed special meeting or vote by proxy over the Internet, by telephone or using the enclosed proxy card. Whether or not you plan to attend the NitroMed special meeting, NitroMed urges you to vote by proxy to ensure your vote is counted. You may still attend the NitroMed special meeting and vote in person if you have already voted by proxy.

If your shares are registered directly in your name, you may vote:

•  Over the Internet.  Go to the web site of NitroMed’s tabulator, American Stock Transfer and Trust Company, LLC, at http://www.voteproxy.com and follow the instructions you will find there. You

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must specify how you want your shares voted or your Internet vote cannot be completed and you will receive an error message. Your shares will be voted according to your instructions.

•  By Telephone.  Call 800-776-9437 toll-free from the United States or 718-921-8500 from foreign countries and follow the instructions. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. Your shares will be voted according to your instructions.

•  By Mail.  Complete, date and sign the enclosed proxy card and mail it in the enclosed postage-paid envelope to American Stock Transfer and Trust Company, LLC. Your proxy will be voted according to your instructions.

•  In Person at the Meeting.  If you attend the meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting.

If your shares are held in “street name” for your account by a bank broker or other nominee, you may vote:

•  Over the Internet or By Telephone.  You will receive instructions from your broker or other nominee if you are permitted to vote over the Internet or by telephone.

•  By Mail.  You will receive instructions from your broker or other nominee explaining how to vote your shares.

•  In Person at the Meeting.  Contact the broker or other nominee that holds your shares to obtain a broker’s proxy card and bring it with you to the meeting. A broker’s proxy is not the form of proxy enclosed with this proxy statement. You will not be able to vote shares you hold in “street name” at the meeting unless you have a proxy from your broker issued in your name giving you the right to vote the shares.

All properly executed proxies that are not revoked will be voted at the NitroMed special meeting and at any adjournments or postponements of the NitroMed special meeting in accordance with the instructions contained in the proxy. If a holder of NitroMed common stock executes and returns a proxy and does not specify otherwise, the shares represented by that proxy will be voted “FOR” NitroMed Proposal No. 1 to approve the issuance of shares of NitroMed common stock pursuant to the merger; “FOR” NitroMed Proposal No. 2 to approve an amendment to NitroMed’s certificate of incorporation to effect the reverse stock split described in this joint proxy statement/prospectus; “FOR” NitroMed Proposal No. 3 to approve an amendment to NitroMed’s certificate of incorporation to change the name “NitroMed, Inc.” to “Archemix Corp.”; and “FOR” NitroMed Proposal No. 4 to adjourn the NitroMed special meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of NitroMed Proposal Nos. 1, 2, and 3 in accordance with the recommendation of the NitroMed board of directors.

Any NitroMed stockholder of record voting by proxy, other than those stockholders who have executed a voting agreement and irrevocable proxy, has the right to revoke the proxy at any time before the polls close at the special meeting by sending a written notice stating that it would like to revoke its proxy to the Secretary of NitroMed, by voting again over the Internet or by telephone, by providing a duly executed proxy card bearing a later date than the proxy being revoked or by attending the special meeting and voting in person. Attendance alone at the special meeting will not revoke a proxy. A beneficial owner of NitroMed’s common stock that holds shares in “street name” must follow directions received form the bank, broker or other nominee that holds the shares to change its voting instructions.

Quorum and Required Vote

The presence, in person or represented by proxy, at the special meeting of holders of a majority of the shares of NitroMed’s common stock outstanding and entitled to vote at the special meeting is necessary to constitute a quorum at the meeting. If NitroMed’s stockholders do not vote by proxy or in person at the special meeting, the shares of common stock of such NitroMed’s stockholders will not be counted as present for the purpose of determining a quorum. If a quorum is not present at the special meeting, NitroMed expects

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that the special meeting will be adjourned or postponed to solicit additional proxies. Abstentions and broker non-votes will be counted as present for purposes of determining the existence of a quorum. A “broker non-vote” occurs when a broker is not permitted to vote because the broker does not have specific voting instructions from the beneficial owner of the shares.

A description of the vote required to approve each proposal being submitted to a vote of the NitroMed’s stockholders is included with the description of each proposal beginning on page 134. For proposals requiring the approval of holders of a majority of the outstanding shares of NitroMed’s common stock, a failure to vote by proxy or in person at the special meeting, or an abstention, vote withheld or “broker non-vote” for such proposals, will have the same effect as a vote against the approval of such proposals. For proposals requiring the approval of a majority of the shares of NitroMed’s common stock presented in person or represented by proxy and voting on such matter at the special meeting, a failure to submit a proxy card or vote at the special meeting, or an abstention, vote withheld or “broker non-votes” will have no effect on the outcome of such proposals.

Solicitation of Proxies

In addition to solicitation by mail, the directors, officers, employees and agents of NitroMed may solicit proxies from NitroMed’s stockholders by personal interview, telephone, telegram or other electronic means. NitroMed and Archemix will share equally the costs of the solicitation of proxies by NitroMed from NitroMed’s stockholders. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of NitroMed common stock for the forwarding of solicitation materials to the beneficial owners of NitroMed common stock. NitroMed will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.

NitroMed has retained The Altman Group, a proxy solicitation firm, to assist in the solicitation of proxies for both the merger and the asset sale for a fee of approximately $8,500.

Delivery of Proxy Materials to Households Where Two or More Stockholders Reside

As permitted by the Exchange Act, only one copy of this proxy statement is being delivered to stockholders residing at the same address, unless NitroMed stockholders have notified NitroMed of their desire to receive multiple copies of the proxy statement. This is known as householding.

NitroMed will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies of this proxy statement should be directed to: NitroMed, Inc., Attention: Corporate Secretary, 45 Hayden Avenue, Suite 3000, Lexington, Massachusetts 02421.

Other Matters

As of the date of this joint proxy statement/prospectus, the NitroMed board of directors does not know of any business to be presented at the NitroMed special meeting other than as set forth in the notice accompanying this joint proxy statement/prospectus. If any other matters should properly come before the NitroMed special meeting, or any adjournment or postponement of the special meeting it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

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THE SPECIAL MEETING OF ARCHEMIX STOCKHOLDERS

General

Archemix is furnishing this joint proxy statement/prospectus to holders of Archemix common stock and Archemix preferred stock in connection with the solicitation of proxies by the Archemix board of directors for use at the Archemix special meeting to be held on          , 2009 and at any adjournment or postponement thereof. This joint proxy statement/prospectus is first being furnished to stockholders of Archemix on or about          , 2009.

Date, Time and Place

The special meeting of Archemix stockholders will be held on          , 2009 at      a.m., local time, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111.

Purposes of the Archemix Special Meeting

The purposes of the Archemix special meeting are:

1. To consider and vote upon Archemix Proposal No. 1 to adopt the merger agreement.

2. To consider and vote upon Archemix Proposal No. 2 to adjourn the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement.

3. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.

Recommendations of the Archemix Board of Directors

THE ARCHEMIX BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT THE MERGER IS ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF, ARCHEMIX AND ITS STOCKHOLDERS AND HAS APPROVED THE MERGER AND THE MERGER AGREEMENT. THE ARCHEMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ARCHEMIX STOCKHOLDERS VOTE “FOR” ARCHEMIX PROPOSAL NO. 1 TO ADOPT THE MERGER AGREEMENT.

THE MEMBERS OF ARCHEMIX’S BOARD OF DIRECTORS WHO ARE NOT MEMBERS OF MANAGEMENT, PREFERRED STOCKHOLDERS OR DESIGNATED BY PREFERRED STOCKHOLDERS, JOHN MARAGANORE AND ROBERT STEIN, REVIEWED THE PROPOSED EXCHANGE RATIOS FOR THE SHARES OF ARCHEMIX COMMON STOCK AND PREFERRED STOCK TO BE EXCHANGED IN THE MERGER, INCLUDING THE ALLOCATION OF MERGER CONSIDERATION BETWEEN THE DIFFERENT CLASSES AND SERIES OF CAPITAL STOCK, AND RECOMMENDED THAT THE ARCHEMIX BOARD OF DIRECTORS VOTE IN FAVOR OF THE MERGER, INCLUDING THE EXCHANGE RATIOS, AND RECOMMEND ITS APPROVAL TO THE ARCHEMIX STOCKHOLDERS.

THE ARCHEMIX BOARD OF DIRECTORS HAS CONCLUDED THAT THE PROPOSAL TO ADJOURN THE ARCHEMIX SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, ARCHEMIX AND ITS STOCKHOLDERS AND HAS APPROVED AND ADOPTED THE PROPOSAL. ACCORDINGLY, THE ARCHEMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ARCHEMIX STOCKHOLDERS VOTE “FOR” ARCHEMIX PROPOSAL NO. 2 TO ADJOURN THE ARCHEMIX SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT.

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Record Date; Shares of Common Stock and Preferred Stock Outstanding and Entitled to Vote

Archemix has fixed the close of business on          , 2009 as the record date for determination of the holders of Archemix common stock and Archemix preferred stock entitled to notice of and to attend and vote at the Archemix special meeting or at any adjournment or postponement thereof. As of the close of business on          , 2009, there were           shares of Archemix common stock and 120,547,202 shares of Archemix preferred stock, consisting of 51,774,995 shares of Series A preferred stock, 53,850,000 shares of Series B preferred stock and 14,922,207 shares of Series C preferred stock, outstanding and entitled to vote. Each share of Archemix common stock and each share of Archemix preferred stock entitles its holder to one vote at the Archemix special meeting on all matters properly presented at the Archemix special meeting.

Quorum and Required Vote of Archemix Stockholders

A quorum of stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, at the Archemix special meeting of the holders of a majority of the shares of Archemix common stock and Archemix preferred stock issued and outstanding and entitled to vote at the Archemix special meeting is necessary to constitute a quorum at the Archemix special meeting. If a quorum is not present at the Archemix special meeting, Archemix expects that the meeting will be adjourned or postponed to solicit additional proxies.

The adoption of the merger agreement requires the affirmative vote of the holders of (a) a majority of the shares of Archemix common stock and Archemix preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, (b) two-thirds of the shares of Archemix Series A preferred stock and Series B preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, and (c) two-thirds of the shares of Archemix Series A preferred stock, Series B preferred stock, and Series C preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, each voting as a separate series.

The adjournment of the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement requires the affirmative vote of the holders of a majority of the stock having voting power present in person or by proxy at the Archemix special meeting.

Abstentions count as being present to establish a quorum and will have the same effect as votes against the adoption of the merger agreement and against the adjournment of the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement.

Stockholders of Archemix that collectively own 116,656,509 shares of preferred stock of Archemix, representing approximately 85% of the outstanding capital stock of Archemix and approximately 97% of the outstanding preferred stock of Archemix as of December 1, 2008, have entered into agreements to vote their shares of common stock and preferred stock in favor of the adoption of the merger agreement and to adjourn the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement. The shares of Archemix capital stock subject to these voting agreements represent the votes required to approve the merger agreement. See “Agreements Related to the Merger — Archemix Stockholder Agreements” on page 130 of this joint proxy statement/prospectus.

If you do not submit a proxy card or vote at the Archemix special meeting, your shares of Archemix common stock and/or Archemix preferred stock will not be counted as present for the purpose of determining a quorum and will have the same effect as votes against the adoption of the merger agreement, but will not be counted for any purpose in determining whether to adjourn the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement.

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Voting of Proxies

Archemix requests that its stockholders complete, date and sign the accompanying proxy and promptly return it in the accompanying envelope or otherwise mail it to Archemix. All properly executed proxies that Archemix receives prior to the vote at the Archemix special meeting, and that are not revoked, will be voted in accordance with the instructions indicated on the proxies or, if no instruction is indicated, to adopt the merger agreement and to adjourn the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement. The Archemix board of directors does not currently intend to bring any other business before the Archemix special meeting and, so far as the Archemix board of directors knows, no other matters are to be brought before the special meeting. If other business properly comes before the Archemix special meeting, the proxies will vote in accordance with their own judgment.

In addition to solicitation by use of the mails, proxies may be solicited by directors, officers, employees or agents of Archemix in person or by telephone, telegram or other means of communication. No additional compensation will be paid to directors, officers or other regular employees of Archemix for such services.

Revocation of Proxies

Stockholders, other than those who have executed a voting agreement and irrevocable proxy, may revoke their proxies at any time prior to use by delivering to the Secretary of Archemix a signed notice of revocation or a later-dated signed proxy, or by attending the Archemix special meeting and voting in person. Attendance at the Archemix special meeting does not in itself constitute the revocation of a proxy. You may also attend the Archemix special meeting in person instead of submitting a proxy.

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THE MERGER

This section and the section entitled “The Merger Agreement” beginning on page 117 of this joint proxy statement/prospectus describe the material aspects of the merger, including the merger agreement. While NitroMed and Archemix believe that this description covers the material terms of the merger and the merger agreement, it may not contain all of the information that is important to you. You should read carefully this entire joint proxy statement/prospectus for a more complete understanding of the merger and the merger agreement, including the merger agreement, attached as Annex A, the opinion of Cowen relating to the merger, attached as Annex C, and the other documents to which you are referred herein. See “Where You Can Find More Information” on page 339 of this joint proxy statement/prospectus.

Background of the Merger

NitroMed’s Background of the Merger

NitroMed’s board of directors has from time to time in recent years engaged with senior management in strategic reviews and considered ways to enhance NitroMed’s performance and prospects. These reviews have included consideration of potential transactions with third parties to further NitroMed’s strategic objectives, and the potential benefits and risks of those transactions. These strategic reviews have on several occasions included informal exploratory discussions regarding potential financing transactions or strategic transactions, including possible co-promotion arrangements or business combinations, with other pharmaceutical and biotechnology companies.

On November 16, 2007, NitroMed’s board of directors held a regularly scheduled meeting during which the board discussed NitroMed’s strategic position and potential strategic opportunities. The board also discussed the potential necessity of a restructuring of the company in light of the company’s limited cash resources and the limited availability of additional financing to effectively promote BiDil and further the development of BiDil XR. The board of directors also established a strategy committee of the board, comprised of Zola Horovitz, Argeris Karabelas, Mark Leschly, John Littlechild and Christopher Sobecki, to review and consider potential restructuring and strategic options.

On December 4, 2007, the strategy committee of the board of directors met to discuss NitroMed’s planned December 10, 2007 meeting with the FDA regarding NitroMed’s development plan for BiDil XR. The strategy committee also discussed NitroMed’s potential strategic opportunities and the timing of a possible restructuring of the company, as well as the possible engagement of a financial advisor to assist NitroMed in reviewing its strategic alternatives.

On December 19, 2007, the board of directors held a telephonic board meeting during which Kenneth Bate, NitroMed’s President and Chief Executive Officer, provided an update on NitroMed’s strategic opportunities and NitroMed’s December 10, 2007 meeting with the FDA regarding the development of BiDil XR. The board of directors also discussed in detail a possible restructuring of the company.

On January 2, 2008, the strategy committee of the board of directors held a meeting to discuss NitroMed’s potential strategic opportunities, the need for a restructuring of the company and the possible engagement of a financial advisor to assist NitroMed in reviewing its strategic alternatives.

On January 9 and 13, 2008, the board of directors held telephonic board meetings to discuss the company’s strategic position, NitroMed’s recent meeting with the FDA regarding the development plan for BiDil XR and the potential restructuring of the company. After detailed discussion and consideration, the board of directors approved the discontinuation of active promotional activities for BiDil based upon its determination that NitroMed did not have, and would not be able to access through the equity or debt markets, sufficient resources to effectively commercialize BiDil and further develop BiDil XR and therefore would likely continue its unprofitable operations and risk exhausting its limited cash resources. The board of directors also delegated to a restructuring committee of the board, comprised of Mr. Bate, Robert Cohen, Dr. Karabelas, Mr. Leschly, Mr. Littlechild and Davey Scoon, authority to review and implement a restructuring plan for NitroMed and to engage a financial advisor to assist NitroMed in reviewing its strategic alternatives.

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On January 14, 2008, the restructuring committee of the board of directors met telephonically to further discuss and approve a restructuring plan to discontinue active promotional activities related to BiDil and eliminate approximately 80 positions to preserve available cash. The restructuring committee also approved the engagement of a financial advisor to more formally explore strategic alternatives. On January 14, 2008, NitroMed entered into an agreement with Cowen and Company, LLC, or Cowen, to engage Cowen as NitroMed’s financial advisor in connection with a proposed transaction involving a merger, other combination, or other transaction involving the transfer of control of, or a majority interest in, NitroMed or a sale of all or substantially all of NitroMed’s assets.

In late January and February 2008, at the direction of the board of directors, Cowen had contact with over 80 parties concerning possible interest in potential strategic transactions with NitroMed, including both strategic buyers and financial buyers.

On March 14, 2008, the board of directors met for a regularly scheduled meeting. At the meeting, Mr. Bate and representatives of Cowen discussed with the board NitroMed’s strategic alternatives and potential interested parties in a strategic transaction with NitroMed.

In late March 2008 and early April 2008, representatives from NitroMed met with representatives from another public commercial-stage pharmaceutical company, which we refer to as Strategic Company A, to discuss a potential strategic business combination.

On April 1, 2008, Mr. Bate had a telephonic conference call with the chief executive officer of a privately-held life sciences company, which we refer to as Strategic Company B, regarding a possible strategic business combination; and on April 11, 2008, representatives from NitroMed met with representatives of Strategic Company B to discuss due diligence matters and possible terms for a potential strategic transaction.

On April 10 and 17 and May 2, 2008, representatives from NitroMed and Strategic Company A held meetings and conference calls to discuss due diligence matters relating to the BiDil and BiDil XR drug business, including intellectual property and regulatory matters. During this time, NitroMed conducted due diligence on Strategic Company A and reviewed its business and prospects.

On April 18, 2008, representatives from NitroMed met with representatives from JHP, one of the parties contacted by representatives from Cowen, to discuss a possible strategic transaction. JHP conducted due diligence regarding NitroMed, the BiDil and BiDil XR drug business and related transaction matters through April and early May 2008.

On April 24 and May 7, 2008, the strategy committee of the board of directors held telephonic meetings during which NitroMed’s strategic position and a potential strategic business combination with Strategic Company A were discussed. During the meetings, Mr. Bate and representatives from Cowen discussed with the strategy committee the status of discussions with and due diligence on Strategic Company A.

On April 28, 2008, representatives from NitroMed met with representatives from JHP to discuss diligence matters and possible terms for the sale of the BiDil and BiDil XR drug business.

On May 8, 2008, representatives from NitroMed held a telephonic conference call with representatives from another privately-held specialty pharmaceutical company, which we refer to as Strategic Company C, to discuss a possible strategic business combination.

On May 13, 2008, NitroMed received a non-binding, preliminary proposal from JHP to purchase NitroMed’s BiDil drug business in an asset transaction for $22 million in cash.

On May 14, 2008, representatives from Strategic Company B met with Mr. Bate and one of NitroMed’s board members to further discuss the terms of a possible business combination.

On May 16, 2008, the strategy committee of the board of directors held a telephonic meeting to discuss JHP’s proposal to purchase NitroMed’s BiDil drug business, as well as the status of discussions with and due diligence on Strategic Company A. After discussion and consideration, the strategy committee determined that JHP’s initial proposal reflected an inadequate valuation for the BiDil drug business and instructed Cowen to inform JHP of such determination. The strategy committee also discussed interest in a potential strategic

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transaction with Strategic Company B and authorized the company to enter into discussions with and conduct due diligence on Strategic Company B.

On May 18, 2008, the strategy committee of the board of directors held a telephonic meeting to discuss potential transactions with Strategic Company A and Strategic Company B. After discussion and consideration of the due diligence materials relating to Strategic Company A, the strategy committee determined not to pursue a possible business combination with Strategic Company A because of uncertainties regarding, among other things, its financial resources and its ability to consummate a transaction. The strategy committee also authorized the company to continue discussions with and due diligence on Strategic Company B and to enter into discussions regarding a possible strategic business combination with Strategic Company C.

On May 29, 2008, Mr. Bate and other members of NitroMed’s senior management met with representatives of Strategic Company C to further discuss a possible strategic business combination.

Also on May 29, 2008, NitroMed received a revised non-binding proposal from JHP to purchase NitroMed’s BiDil drug business for $24 million in cash, plus up to $1.3 million for the value of inventory to be sold.

On or about May 30, 2008, representatives from Cowen were contacted by representatives from Archemix’s financial advisor, Merrill Lynch & Co., which we refer to as Merrill Lynch, regarding the possibility of a potential business combination between NitroMed and Archemix, assuming the prior disposition of the BiDil and BiDil XR drug business. Later that day, following discussions between representatives from Cowen and representatives from Merrill Lynch, Errol De Souza, Archemix’s President and Chief Executive Officer, telephoned Mr. Bate to discuss the possibility of and the parties respective interest in a potential business combination. During this telephone call, Mr. Bate and Dr. De Souza agreed to meet to further discuss a potential business combination.

On June 2, 2008, the strategy committee of the board of directors held a meeting to discuss the revised proposal from JHP to purchase the BiDil drug business, as well as the proposed structure and terms for a potential merger transaction with Strategic Company B. The strategy committee also discussed a possible indication of interest in a strategic transaction from Strategic Company C. The strategy committee also discussed and considered, based on indications of interest received by NitroMed to date, whether the sale of NitroMed’s BiDil and BiDil XR drug business, in conjunction with or followed by a potential business combination with a private company believed to have potential for growth as a public company based upon the resources that NitroMed would bring to such a transaction, would be the most favorable strategic transaction structure available to NitroMed. In addition, the strategy committee authorized NitroMed to enter into discussions with Archemix regarding a potential business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business in response to the inquiry received from Archemix. The strategy committee also disclosed and discussed the potential interests that two of the members of the committee, Dr. Karabelas and Mr. Leschly, may have in a potential business combination with NitroMed because each of them is affiliated with certain investment funds that hold preferred stock in Archemix, as described in the section of this joint proxy statement/prospectus entitled “Interests of NitroMed’s Directors and Executive Officers in the Merger.”

Also on June 2, 2008, NitroMed and Archemix entered into a mutual non-disclosure agreement.

On June 3, 2008, NitroMed provided a non-binding term sheet to Strategic Company B regarding a possible merger of the two companies and requested additional due diligence materials from Strategic Company B.

On June 6, 2008, representatives from NitroMed met with representatives from Archemix to discuss the possibility of a potential business combination. At this meeting, each of NitroMed and Archemix presented summary information regarding its respective business and research and development activities.

During the weeks of June 9 and June 16, 2008, NitroMed and Archemix and their respective advisors conducted diligence on each party’s assets and businesses and engaged in multiple discussions with respect to the form and structure of a potential business combination between NitroMed and Archemix. During this time,

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representatives from NitroMed met with representatives from Archemix at Archemix’s headquarters in Cambridge, Massachusetts to conduct due diligence on Archemix, including due diligence relating to Archemix’s business, finances, research, clinical development, regulatory matters, business development, legal matters and intellectual property.

On June 17, 2008, the strategy committee of NitroMed’s board of directors held a telephonic meeting to discuss potential strategic transactions. After discussion and consideration, the strategy committee determined that the terms and transaction structures available for a business combination with Strategic Company C would not be favorable to NitroMed and its stockholders, and that NitroMed should not pursue further discussions with Strategic Company C. The strategy committee also determined that the terms of a potential merger transaction with Strategic Company B, including the post-merger ownership of the combined company, would not be favorable to NitroMed and its stockholders and that NitroMed should not pursue further discussions with Strategic Company B. At the meeting, Mr. Bate and representatives of Cowen also updated the committee on the status of discussions with JHP regarding the possible sale of the BiDil and BiDil XR drug business, as well as potential business combinations in conjunction with or following the sale of the BiDil and BiDil XR drug business with a private company that has potential for growth as a public company. Also on June 17, 2008, NitroMed provided a non-binding term sheet to another private company, which we refer to as Strategic Company D, regarding a possible merger of the two companies in conjunction with or following the sale of the BiDil and BiDil XR drug business and requested additional due diligence materials from Strategic Company D.

On June 23, 2008, the strategy committee of NitroMed’s board of directors held a telephonic meeting to discuss NitroMed’s strategic alternatives. After discussion and consideration of NitroMed’s strategic position and all of the strategic opportunities presented to NitroMed, the strategy committee determined that NitroMed should focus on the potential sale of the BiDil and BiDil XR drug business in conjunction with or followed by a business combination with a private company that has potential for growth as a public company. The strategy committee requested that Cowen provide information with respect to potential candidates, identified by NitroMed, with which to engage in a business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business. The strategy committee also discussed Archemix’s potential interest in a strategic business combination conditioned upon the sale of the BiDil and BiDil XR drug business. In addition, on June 23, 2008, Mr. Bate met with representatives from JHP to discuss possible terms for the sale of the BiDil and BiDil XR drug business, including third party financing arrangements for the transaction.

Also on June 23, 2008, NitroMed received a non-binding preliminary indication of interest from Archemix relating to a potential business combination in conjunction with or following NitroMed’s sale of its BiDil and BiDil XR drug business. The non-binding preliminary indication of interest proposed a stock-for-stock merger, conditioned upon and following completion of the sale of the BiDil and BiDil XR drug business, in which Archemix securityholders would receive 75% of the shares of the combined company on a fully diluted basis and NitroMed securityholders would retain 25% of the shares of the combined company on a fully-diluted basis, assuming that NitroMed had a net cash balance at the closing of the merger of $45 million, with an adjustment in the ownership of NitroMed’s securityholders for any variance in its net cash at closing. The indication of interest further proposed that NitroMed would be entitled to appoint members to the board of directors of the combined company in the same proportionate share as the fully diluted ownership of NitroMed’s securityholders following the transaction. In addition, Archemix proposed that the management team of the combined company would be comprised of the current Archemix management team.

On June 25, 2008, NitroMed provided a revised, non-binding term sheet to Strategic Company D regarding a possible merger of the two companies in conjunction with or following the sale of the BiDil and BiDil XR drug business. On the same day, Mr. Bate met with representatives of Strategic Company D regarding the possible terms of the proposed merger.

Also on June 25, 2008, Mr. Bate met with Dr. De Souza in Cambridge, Massachusetts to discuss Archemix’s June 23, 2008 non-binding indication of interest.

On June 27, 2008, NitroMed received a revised non-binding indication of interest from Archemix relating to a potential business combination in conjunction with or following the sale of the BiDil and BiDil XR drug

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business. The revised non-binding indication of interest proposed that Archemix securityholders would receive 70% of the shares of the combined company on a fully-diluted basis and NitroMed securityholders would retain 30% of the shares of the combined company on a fully-diluted basis, with the other terms from Archemix’s June 23, 2008 non-binding preliminary indication of interest unchanged.

Between June 27, 2008 and November 11, 2008, NitroMed and Archemix, with the help of their respective representatives, conducted further due diligence on each other. The due diligence was conducted in person at meetings and presentations, as well as telephonically. These due diligence activities included evaluating and reviewing information regarding Archemix’s business, finances, research, clinical development, regulatory matters, business development, legal matters and intellectual property. The due diligence also included evaluating and reviewing information regarding NitroMed’s business, finances, legal matters and intellectual property, in each case assuming the sale of NitroMed’s BiDil and BiDil XR drug business, as well as consideration of the terms of the potential asset sale, liabilities to be retained by NitroMed, and the indemnification obligations of NitroMed following the closing of the asset sale. In late June 2008, NitroMed engaged Ernst & Young LLP to conduct financial due diligence of Archemix, and Archemix engaged KPMG LLP to conduct financial due diligence of NitroMed.

On June 30, 2008, the strategy committee of the NitroMed board of directors held a telephonic meeting. At the meeting, representatives of Cowen discussed information regarding potential candidates previously identified by NitroMed with which to engage in a business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business based on criteria relating to the stage of development of the potential candidate and the anticipated cash resources and capital needs of the combined company, including Archemix and Strategic Company D.

On July 2, 2008, the NitroMed board of directors held a telephonic board meeting to discuss the potential sale of the BiDil and BiDil XR drug business in conjunction with or followed by a business combination with a private company. Mr. Bate and the strategy committee provided updates regarding discussions with JHP for the potential sale of the BiDil and BiDil XR drug business and potential candidates with which to engage in a business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business. Following discussion and consideration, the board authorized NitroMed to continue discussions and negotiations with JHP regarding the sale of the BiDil and BiDil XR drug business. Following discussion and consideration among the directors other than Drs. Douglas and Karabelas and Mr. Leschly, the remaining members of the board concluded that a proposed business combination with Strategic Company D did not represent a more favorable deal for NitroMed’s stockholders than the terms offered by Archemix and authorized NitroMed to continue discussions with Archemix regarding a potential business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business. The board of directors also changed the composition of the strategy committee so that it was comprised of three members of the board who did not have any economic or other interests in the parties with which NitroMed was discussing potential strategic transactions. The new members of the strategy committee were Dr. Horovitz, Mr. Scoon and Mr. Sobecki.

Between early July and early September 2008, Dr. Horovitz, Mr. Littlechild and Mr. Sobecki, NitroMed directors and members of the special committee, each met separately, in person or by telephone, with members of Archemix’s senior management to discuss Archemix’s business, product pipeline, aptamer technology and business prospects.

On July 7, 2008, members of senior management of NitroMed and Archemix and their respective outside legal and financial advisors met at the offices of Archemix’s legal advisor, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., which we refer to as Mintz Levin, to discuss next steps in the negotiations for a potential merger in conjunction with or following the sale of the BiDil and BiDil XR drug business and the process for continued business, financial and legal due diligence.

On July 22, 2008, NitroMed received a non-binding, preliminary proposal from Strategic Company A to acquire the BiDil and BiDil XR drug business for either (1) $15 million in cash, plus an 8% royalty on future BiDil and BiDil XR sales and milestone payments of up to $7 million or (2) a one time cash payment of $22 million, plus a milestone payment of up to $5 million relating to BiDil XR.

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On July 25, 2008, NitroMed received a revised written proposal from Strategic Company A to acquire the BiDil and BiDil XR drug business for $30 million in cash, subject to Strategic Company A obtaining financing for the transaction.

On July 29, 2008, Mr. Bate held a meeting with Peter Barrett, one of Archemix’s directors, during which Dr. Barrett discussed with Mr. Bate the potential management of the combined company following completion of the merger. During the meeting, Mr. Barrett raised the possibility of Mr. Bate serving as the Chief Executive Officer of the combined company. In late July and early August 2008, Mr. Bate held a series of individual meetings with other members of the Archemix board of directors to discuss a potential merger transaction between NitroMed and Archemix in conjunction with or following the sale of the BiDil and BiDil XR drug business. During these meetings, Mr. Bate discussed with these members of the Archemix board the potential merger transaction, due diligence regarding both Archemix and NitroMed and the operations of the combined company following a potential merger.

On July 31, 2008, the strategy committee of the NitroMed board of directors held a telephonic meeting to discuss the status of the negotiations with JHP regarding the sale of the BiDil and BiDil XR drug business and to review the July 22, 2008 proposal and July 25, 2008 revised proposal from Strategic Company A. The strategy committee discussed the financing contingency in Strategic Company A’s proposal and questions regarding the sufficiency of Strategic Company A’s financial resources to consummate its proposed transaction. After discussion, the strategy committee decided to continue discussions with Strategic Company A and to monitor developments with respect to Strategic Company A’s capital resources to determine whether Strategic Company A would be able to obtain sufficient financial resources to consummate its proposed transaction. Mr. Bate and representatives of Cowen also updated the strategy committee on the status of discussions with Archemix regarding a potential merger in conjunction with or following the sale of the BiDil and BiDil XR drug business. Mr. Bate also informed the strategy committee that he had been approached by Dr. Barrett regarding the possibility of serving as the Chief Executive Officer of the combined company. After discussion, the strategy committee was supportive of the possibility that Mr. Bate would serve as the Chief Executive Officer of the combined company, but the consensus of the committee was that any discussions regarding the terms or conditions of Mr. Bate’s service as the combined company’s Chief Executive Officer should be deferred until after the terms of a definitive transaction agreement were negotiated.

On August 4, 2008, NitroMed received a draft merger agreement from Mintz Levin regarding a business combination with Archemix in conjunction with or following the sale of the BiDil and BiDil XR drug business. Between August 4 and November 17, 2008, representatives of NitroMed, NitroMed’s legal advisor, Wilmer Cutler Pickering Hale and Dorr LLP, which we refer to as WilmerHale, Archemix and Mintz Levin engaged in further discussions and negotiations regarding the terms of the merger agreement.

On August 12, 2008, the strategy committee of the NitroMed board of directors held a telephonic meeting to discuss the status of negotiations with JHP regarding the sale of the BiDil and BiDil XR drug business and negotiations with Archemix regarding a business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business. Mr. Bate and representatives of Cowen updated the strategy committee on discussions with and due diligence review of Archemix, as well as on the efforts of Strategic Company A to restructure its existing debt to provide sufficient capital resources to consummate its proposed transaction with NitroMed.

On August 20, 2008, the NitroMed board of directors held a telephonic board meeting. During the meeting, Mr. Bate and the strategy committee updated the board on the status of discussions and negotiations with JHP regarding the sale of the BiDil and BiDil XR drug business. Mr. Bate and the strategy committee also updated the directors, other than Drs. Douglas and Karabelas and Mr. Leschly, on the status of discussions and negotiations with Archemix regarding a business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business. Mr. Bate also informed the board that he had been approached by Dr. Barrett regarding the possibility of serving as the Chief Executive Officer of the combined company. The board of directors established a new special committee to replace the strategy committee. The new special committee was comprised of four members of the board who did not have any economic or other interests in the parties with which NitroMed was discussing potential strategic transactions: Dr. Horovitz, Mr. Littlechild,

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Mr. Scoon and Mr. Sobecki. The board delegated to the new special committee authority to, among other things, review, consider and determine the advisability of NitroMed’s strategic transaction options, including the proposed sale of the BiDil and BiDil XR drug business and subsequent proposed business combination with a private company, and to make recommendations to the board of directors with respect to what, if any, action the board of directors should take with respect to any such strategic transactions.

On August 25, 2008, the special committee of the NitroMed board of directors held a telephonic meeting. During the meeting, Mr. Bate and representatives of Cowen updated the committee regarding the status of discussions and negotiations with JHP for the sale of the BiDil and BiDil XR drug business and negotiations with Archemix regarding a business combination in conjunction with or promptly following the sale of the BiDil and BiDil XR drug business. The special committee also considered and discussed the interests that Mr. Bate, Drs. Douglas and Karabelas and Mr. Leschly may have in a transaction with Archemix. After discussion of the possibility of Mr. Bate serving as the Chief Executive Officer of the combined company, the special committee determined that discussions regarding the terms or conditions of such service should be deferred until after the terms of a definitive transaction agreement were negotiated and the special committee had authorized such discussions.

On August 27, 2008, Mr. Bate met with Dr. De Souza at Archemix’s headquarters in Cambridge, Massachusetts to discuss the proposed terms and conditions of the merger of NitroMed and Archemix and the status of the due diligence review and merger negotiation process.

On September 4, 2008, representatives from NitroMed and Archemix and their respective outside legal advisors met in Boston, Massachusetts at the offices of Mintz Levin to negotiate the substantive terms and conditions of the merger agreement and the merger, including the grant of retention stock options to specified employees of Archemix and the effect of such retention options on the exchange ratios for Archemix’s common stock and preferred stock in the merger.

On September 8, 2008, the special committee of the NitroMed board of directors held a meeting during which the committee received management presentations from, and reviewed due diligence information relating to, Archemix. Also at the meeting, Mr. Bate and representatives from Cowen discussed with the committee the status of negotiations with JHP regarding the asset purchase agreement and negotiations with Archemix regarding the merger agreement.

On September 10, 2008, Mr. Bate and Dr. De Souza had a telephone call during which they discussed the status of the negotiations relating to the proposed merger, the status of the due diligence review of both companies and the proposed allocation of merger consideration among Archemix’s securityholders.

On September 11, 2008, NitroMed received a further revised proposal from Strategic Company A to acquire NitroMed’s BiDil and BiDil XR drug business for $28 million in cash, subject to Strategic Company A obtaining financing for the transaction. Strategic Company A also provided NitroMed with information regarding the proposed financing for its proposed asset purchase.

On September 15, 2008, Strategic Company A revised its proposal for the purchase of the BiDil and BiDil XR drug business by increasing the purchase price to $30 million in cash, subject to Strategic Company A obtaining financing for the transaction.

On September 16, 2008, the special committee of the board of directors held a telephonic meeting to discuss and consider the September 11, 2008 and September 15, 2008 revised proposals from Strategic Company A. During the meeting, Mr. Bate also updated the special committee on the status of discussions and negotiations with JHP regarding the sale of the BiDil and BiDil XR drug business and on the status of discussions and negotiations with Archemix regarding a merger in conjunction with or promptly following the asset sale.

On September 24, 2008, the special committee of the board of directors held a telephonic meeting at which Mr. Bate updated the committee on the status of negotiations with Strategic Company A, as well as continued negotiations with JHP and Archemix. Mr. Bate informed the special committee that JHP intended to revise its proposal to increase the purchase price for the BiDil and BiDil XR drug business to $24.5 million.

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Mr. Bate and representatives of Cowen also reviewed with the special committee Strategic Company A’s initial comments to, and negotiation of, the draft asset purchase agreement, as well as uncertainties relating to Strategic Company A’s proposed financing for the transaction.

On October 8, 2008, the special committee of the NitroMed board of directors held a telephonic meeting. During the meeting, Mr. Bate and representatives of Cowen updated the special committee on the status of discussions and negotiations with JHP regarding the sale of the BiDil and BiDil XR drug business and discussions with Archemix regarding a business combination in conjunction with or promptly following the sale of the BiDil and BiDil XR drug business. Mr. Bate also updated the special committee on the status of discussions and negotiations with Strategic Company A, noting the outstanding due diligence to be conducted, an extensive mark-up of the asset purchase agreement received from Strategic Company A on October 8, 2008, delays in resolving open negotiation issues relating to the asset purchase agreement and continued uncertainties relating to Strategic Company A’s proposed financing for the transaction.

On October 13, 2008, the special committee of the NitroMed board of directors held a telephonic meeting. During the meeting, Mr. Bate informed the special committee that Strategic Company A had withdrawn its proposal, but had indicated that it may be willing to proceed with the transaction at a significantly lower price. Mr. Bate and representatives of Cowen also discussed with the special committee continued concerns regarding uncertainties relating to Strategic Company A’s financing for the proposed transaction and uncertainties relating to Strategic Company A’s ability to complete the proposed transaction in a timely manner. The special committee then discussed the status of discussions and negotiations (1) with JHP relating to the sale of the BiDil and BiDil XR drug business and (2) with Archemix relating to a business combination in conjunction with or promptly following the sale of the BiDil and BiDil XR drug business. The special committee determined not to pursue further discussions with Strategic Company A because of the reduced purchase price, significant uncertainties regarding Strategic Company A’s ability to obtain sufficient funding for its proposed transaction and significant uncertainties regarding the ability of Strategic Company A to complete the proposed transaction in a timely manner. After discussion, the committee instructed management and Cowen to continue discussions and negotiations with JHP and Archemix.

On October 17, 2008, the special committee of the NitroMed board of directors held a telephonic meeting. During the meeting, Mr. Bate updated the special committee on the status and timing of the negotiations with JHP relating to the sale of the BiDil and BiDil XR drug business, as well as with Archemix relating to a business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business. The special committee discussed the possibility of continuing to proceed with the sale of the BiDil and BiDil XR drug business and then, in the near future following the announcement of the asset sale, entering into a business combination with Archemix that may not be consummated several weeks or months after the completion of the BiDil asset sale. After discussion and consideration, the special committee instructed management to continue discussions and negotiations with both JHP and Archemix to finalize the terms of both transactions as promptly as reasonably possible.

On October 20, 2008, the special committee of the NitroMed board of directors held a telephonic meeting. During the meeting, Mr. Bate updated the special committee on the status and timing of the negotiations with JHP relating to the sale of the BiDil and BiDil XR drug business, as well as with Archemix relating to a business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business. Mr. Bate informed the special committee that the negotiations of the terms and conditions of the sale of the BiDil and BiDil XR drug business to JHP were nearing completion, but that the negotiations with Archemix relating to a business combination in conjunction with or following the sale of the BiDil and BiDil XR drug business would require additional time and effort. After discussion and consideration, the special committee determined to proceed with the sale of the BiDil and BiDil XR drug business without an agreement for a subsequent business combination with a private company in order to increase the certainty that the sale of the BiDil and BiDil XR drug business would occur, and to avoid the risk that the negotiated terms and conditions of the sale of the BiDil and BiDil XR drug business would change. The special committee instructed management to finalize the terms and conditions of the sale of the BiDil and BiDil XR drug business to JHP as quickly as possible.

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On October 22, 2008, the special committee of the board of directors held a telephonic meeting to consider and approve the proposed sale of the BiDil and BiDil XR drug business and vote on the asset purchase agreement and related matters. Later in the day on October 22, 2008, the board of directors held a special telephonic meeting to consider and approve the proposed sale of the BiDil and BiDil XR drug business to JHP. Thereafter, NitroMed and JHP executed and delivered to each other the asset purchase agreement relating to the sale of the BiDil and BiDil XR drug business.

On October 29, 2008, the special committee of the NitroMed board of directors held a telephonic meeting. During the meeting, Mr. Bate and representatives from Cowen updated the special committee on the status and timing of the negotiations with Archemix relating to a business combination following the sale of the BiDil and BiDil XR drug business. The special committee discussed the status of the proposed transaction with Archemix and the draft merger agreement and the effect that the then current market conditions could be expected to have on the proposed ownership split of the combined company. The special committee also considered and discussed the potential dissolution of NitroMed and liquidation of its assets, as well as other potential candidates with which to engage in a business combination following the sale of the BiDil and BiDil XR drug business, including the review of diligence on another private specialty pharmaceutical company, which we refer to as Strategic Company E. After discussion and consideration, the special committee determined that the proposed transaction with Archemix would be more favorable to NitroMed’s stockholders than any other alternative then reasonably available to NitroMed and its stockholders, including a transaction with Strategic Company E, or the dissolution of NitroMed and liquidation of its assets or a merger or other business combination with another private company. The special committee determined to proceed with the proposed transaction with Archemix and instructed NitroMed’s management to set a firm timetable for completion of the transaction.

On November 5, 2008, representatives from NitroMed and Archemix and their respective outside legal advisors held a telephonic conference call to discuss the planned sale of the BiDil and BiDil XR drug business, the status of the proposed merger transaction and remaining open items in the draft merger agreement.

On November 10, 2008, the special committee of the NitroMed board of directors held a telephonic meeting. During the meeting, Mr. Bate and representatives from Cowen updated the special committee on the status and timing of the negotiations with Archemix relating to a business combination following the sale of the BiDil and BiDil XR drug business and discussed remaining open issues with the special committee. Mr. Bate and representatives from Cowen also summarized for the special committee a review of the then current market conditions and other potential candidates for a business combination following the sale of the BiDil and BiDil XR drug business, as well as the potential dissolution of NitroMed and liquidation of its assets. After discussion and consideration, the special committee determined that the proposed transaction with Archemix continued to be more favorable to NitroMed’s stockholders than any other alternative then reasonably available to NitroMed and its stockholders given the expected cash balance available to NitroMed following the BiDil asset sale and cash needs of potential merger partners, including a merger or other business combination with another private company or the dissolution of NitroMed and liquidation of its assets. The special committee determined to proceed with the proposed transaction with Archemix and instructed NitroMed’s management to complete the negotiations relating to the proposed transaction.

On November 11, 2008, representatives from NitroMed and Archemix and their respective outside legal advisors met in Waltham, Massachusetts to resolve the remaining open issues in connection with the proposed merger, complete their due diligence review and negotiate the remaining substantive terms and conditions of the merger agreement, including the exchange ratios related to the transaction, adjustments to the equity allocations based on NitroMed’s and Archemix’s cash at closing, the ability of Archemix to enter into strategic collaborations between signing and closing, the parties’ respective termination rights, the calculation of NitroMed’s net cash at closing and NitroMed’s required minimum net cash at closing.

On November 14, 2008, Mr. Bate met with senior management of Archemix to discuss the merger transaction and the management of the combined company following the closing of the merger.

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On November 17, 2008, the NitroMed special committee held a telephonic meeting to consider the proposed merger between NitroMed and Archemix following the sale of the BiDil and BiDil XR drug business to JHP and determine a recommendation to the full board of directors regarding the merger agreement and related matters. At the meeting of the special committee, the committee received reports on the status of the discussions with Archemix, diligence conducted with respect to Archemix and the terms of the merger agreement, the resolution of open issues since the November 10, 2008 meeting and the terms of the merger agreement. Representatives of WilmerHale summarized the fiduciary duties of NitroMed directors in evaluating the merger, as well as the terms of the proposed merger agreement and related agreements. Representatives of WilmerHale and Cowen also responded to a number of questions from members of the special committee regarding the proposed merger. The special committee also considered and discussed the interests of Mr. Bate and certain of NitroMed’s directors in the transactions contemplated by the merger agreement, as described in the section of this joint proxy statement/prospectus entitled “Interests of NitroMed’s Directors and Executive Officers in the Merger.” Following these discussions, and after review and consideration among the members of the special committee, the special committee unanimously determined, among other things, that the merger agreement, the proposed merger with Archemix and the related transactions are advisable and in the best interest of NitroMed and its stockholders, and voted to recommend that the NitroMed board of directors approve the merger agreement and the merger.

Later in the day on November 17, 2008, the NitroMed board of directors held a special telephonic meeting to consider the proposed merger between NitroMed and Archemix following the sale of the BiDil and BiDil XR drug business to JHP and to vote on the merger agreement and related matters. The board also considered the potential dissolution of NitroMed and liquidation of its assets. At the meeting, the board of directors received reports on the status of the discussions with Archemix, diligence conducted with respect to Archemix, the resolution of open issues and the terms of the merger agreement. Representatives of WilmerHale reviewed with the directors their fiduciary duties in evaluating the merger and summarized the terms of the proposed merger agreement and related agreements. Representatives of WilmerHale and Cowen also responded to a number of questions from members of the board of directors. The board also considered and discussed the recommendations of the special committee regarding the advisability of the proposed merger and related transactions, as well as the interests of Mr. Bate and certain of NitroMed’s directors in the transactions contemplated by the merger agreement, as described in the section of this joint proxy statement/prospectus entitled “Interests of NitroMed’s Directors and Executive Officers in the Merger.” At the meeting, representatives from Cowen delivered certain of its written analyses and its oral opinion to the board to the effect that, and subject to various assumptions, qualifications and limitations, as of November 17, 2008, the consideration to be paid by NitroMed in the merger pursuant to the merger agreement was fair, from a financial point of view, to NitroMed. Cowen subsequently confirmed its oral opinion by delivering its written opinion, dated November 17, 2008, to the board of directors. The written opinion of Cowen is attached to this joint proxy statement/prospectus as Annex C. Following these discussions, and after review and discussion among the members of the board of directors, the board unanimously determined, among other things, that the merger agreement and the proposed merger contemplated thereby are advisable and in the best interest of NitroMed and its stockholders and resolved to recommend that NitroMed’s stockholders approve the issuance of shares in connection with the proposed merger.

On November 18, 2008, certain Archemix preferred stockholders executed voting and lock-up agreements with NitroMed, and certain NitroMed stockholders executed voting and lock-up agreements with Archemix. After the close of trading markets on November 18, 2008, NitroMed and Archemix executed and delivered to each other the merger agreement. Thereafter, NitroMed and Archemix issued a joint press release announcing the execution of the merger agreement and held a joint conference call discussing the merger.

Subsequent Developments

On December 4, 2008, NitroMed received an unsolicited written proposal from Deerfield Management, which manages funds that beneficially own approximately 12% of NitroMed’s common stock, to acquire NitroMed for $0.50 per share in cash.

On December 17, 2008, NitroMed received further correspondence from Deerfield clarifying that its offer to acquire NitroMed for $0.50 per share in cash is proposed in lieu of both the sale of the BiDil and BiDil XR drug business to JHP and the proposed merger with Archemix. The special committee and the NitroMed board of directors, as appropriate, intend to review and consider Deerfield’s clarified unsolicited proposal.

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Archemix’s Background of the Merger

Since its inception, Archemix has devoted most of its expenditures to discovering and developing a pipeline of proprietary and licensed aptamer product candidates and seeking, obtaining or maintaining patents for its intellectual property. Archemix’s board of directors and management team has, on an ongoing basis, evaluated various strategic options to continue and expand the company’s research and product development efforts and maximize value for the company’s stockholders, including equity financings, strategic collaborations and potential merger transactions with other companies. As part of this ongoing assessment, Archemix has considered the relative advantages and disadvantages of various means of financing the development of Archemix’s proprietary product pipeline, including private financings, an initial public offering, partnerships with pharmaceutical companies, project financing, debt financing and merger and acquisition transactions.

Through September 30, 2008, Archemix has funded its operations primarily through proceeds of $136.0 million from private placements of redeemable convertible preferred stock and other equity issuances, as well as cash receipts of $60.7 million from license fees, research and development funding and milestone payments from its collaborators and licensees.

In the spring of 2007, at the direction of Archemix’s board of directors, the management team of Archemix began meeting with representatives of Banc of America Securities LLC, Bear, Stearns & Co. Inc. and Cowen and Company, LLC, as lead underwriters, to prepare for an initial public offering of Archemix common stock. Following an organizational meeting on June 15, 2007, representatives of Archemix, the underwriters and their respective legal counsel began the process of conducting due diligence reviews of Archemix’s affairs and drafting a registration statement to be filed with the SEC. Archemix filed the registration statement with the SEC on July 25, 2007. Archemix filed amendments to the registration statement in response to SEC comments and/or to update the information contained therein on August 7, 2007, August 31, 2007, October 5, 2007, October 23, 2007, October 31, 2007, and November 9, 2007, resolving all of the SEC’s comments. However, due to a deterioration in U.S. economic conditions during the fall of 2007, and, in particular, the market for publicly traded biotechnology companies, Archemix determined, with advice of its underwriters, not to commence a road show during the remainder of 2007. On January 3, 2008, Archemix filed another amendment to its registration statement to update the information contained therein, and began preparing to commence a road show in early 2008 if market conditions improved. However, due to continued challenges in the public equity markets for new listings, and with the advice of its underwriters that market conditions were not likely to improve in the near-term, Archemix withdrew its registration statement on February 6, 2008. Following the abandonment of its initial public offering, Archemix began to actively consider various strategic alternatives, including equity investments from new investors, debt financing, strategic collaborations and merger and acquisition transactions.

On March 28, 2008, at a regularly scheduled meeting of the Archemix board of directors, the board formed a subcommittee of the board, which we refer to as the strategic transaction committee, to oversee the formal process of evaluating strategic transactions, including equity investments, reverse mergers or a sale of the company. The strategic transaction committee was comprised of Peter Barrett (Chair), Alex Barkas and Michael Ross.

On May 1, 2008, Archemix executed an engagement letter formally retaining Merrill Lynch as Archemix’s investment banking firm and financial advisor in connection with evaluating and negotiating a potential sale of the company or business combination transaction.

In May and June 2008, Archemix’s management began evaluating alternatives to a third party equity financing, including debt financing and a reverse merger transaction with a publicly held company with cash resources that could be used to finance the development and commercialization of Archemix’s product candidates. Archemix continued to participate in strategic discussions concerning various types of transactions, including with several public companies for a reverse merger transaction prior to entering into the merger agreement with NitroMed.

On or about May 30, 2008, in connection with Archemix’s preliminary attempts to gauge interest regarding a potential strategic transaction, representatives from Archemix’s financial advisor, Merrill Lynch,

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contacted representatives from NitroMed’s financial advisor, Cowen, regarding the possibility of a potential business combination between Archemix and NitroMed, assuming the prior disposition by NitroMed of the BiDil and BiDil XR drug business. Later that day, following discussions between representatives from Merrill Lynch and representatives from Cowen, Dr. De Souza telephoned Mr. Bate to discuss the possibility of and the parties respective interest in a potential business combination. During this telephone call, Dr. De Souza and Mr. Bate agreed to meet to further discuss a potential business combination.

On June 2, 2008, Archemix and NitroMed entered into a mutual non-disclosure agreement.

On June 6, 2008, representatives from Archemix met with representatives from NitroMed to discuss the possibility of a potential business combination. At this meeting, Archemix and NitroMed each presented summary information regarding each company’s business and research and development activities.

During the weeks of June 9 and June 16, 2008, Archemix and NitroMed and their respective advisors conducted diligence on the parties’ respective assets and businesses and engaged in multiple discussions with respect to the form and structure of a potential business combination between Archemix and NitroMed. During this time, representatives from Archemix met with representatives from NitroMed at Archemix’s headquarters in Cambridge, Massachusetts to conduct due diligence on each of the companies, including business, finances, research, clinical development, regulatory matters, legal matters and intellectual property.

On June 13, 2008, in a regularly scheduled conference call, Archemix’s management updated the strategic transaction committee of the Archemix board of directors on the progress of the meetings with NitroMed. The strategic transaction committee authorized management to continue exploring the viability of a merger with NitroMed.

On June 16, 2008, members of the strategic transaction committee of the Archemix board of directors and Archemix’s management met by teleconference, with representatives of Merrill Lynch and Mintz Levin, to discuss the terms of a proposed preliminary non-binding indication of interest regarding a merger transaction to be submitted to NitroMed, and to draft a non-binding indication of interest letter.

On June 23, 2008, Archemix submitted a non-binding preliminary indication of interest to NitroMed setting forth the form and structure of a reverse merger proposal. The non-binding preliminary indication of interest proposed a stock-for-stock merger, conditioned upon and following completion of the sale by NitroMed of its BiDil and BiDil XR drug business, in which Archemix securityholders would receive 75% of the shares of the combined company on a fully diluted basis and NitroMed securityholders would retain 25% of the shares of the combined company on a fully-diluted basis, assuming that NitroMed had a net cash balance at the closing of the merger of $45 million, with an adjustment in the ownership of NitroMed’s securityholders for any variance in its net cash at closing. The indication of interest further proposed that NitroMed would be entitled to appoint members to the board of directors of the combined company in the same proportionate share as the fully diluted ownership of NitroMed’s securityholders following the transaction. In addition, Archemix proposed that the management team of the combined company would be comprised of the current Archemix team.

On June 25, 2008, Dr. De Souza met with Mr. Bate in Cambridge, Massachusetts to discuss Archemix’s June 23, 2008 non-binding indication of interest. Following this meeting, members of Archemix’s management met by teleconference with the strategic transaction committee of the Archemix board of directors and with representatives of Merrill Lynch and Mintz Levin to discuss potential revisions to the initial proposal based on certain assumed valuations and cash balances as of September 30, 2008 for each of Archemix and NitroMed.

On June 27, 2008, Archemix submitted a revised non-binding indication of interest to NitroMed proposing that Archemix securityholders would receive 70% of the shares of the combined company on a fully-diluted basis and NitroMed securityholders would retain 30% of the shares of the combined company on a fully-diluted basis, with the other terms from Archemix’s June 23, 2008 non-binding preliminary indication of interest unchanged.

Between June 27, 2008 and November 14, 2008, Archemix and NitroMed, with the help of their respective representatives, conducted due diligence on each other. The due diligence was conducted in person

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at meetings and presentations, as well as telephonically. These due diligence activities included evaluating and reviewing information regarding Archemix’s business, finances, research, clinical development, regulatory matters, business development, legal matters and intellectual property. The due diligence also included evaluating and reviewing information regarding NitroMed’s business, finances, legal matters and intellectual property, in each case assuming the sale of NitroMed’s BiDil and BiDil XR drug business, as well as consideration of the terms of the potential asset sale, any liabilities to be retained by NitroMed, and the indemnification obligations of NitroMed following the closing of the asset sale. In late June 2008, Archemix engaged KPMG LLP to conduct financial due diligence of NitroMed, and NitroMed engaged Ernst & Young LLP to conduct financial due diligence of Archemix. Through the due diligence and negotiation process, Archemix held regularly scheduled conference calls with its advisors, Mintz Levin and Merrill Lynch, and the strategic transaction committee of the Archemix board of directors to update the committee on the status of the transaction, to receive input from the committee on open issues and to discuss and consider potential alternatives to a merger with NitroMed.

Between early July and early September 2008, members of Archemix’s senior management met separately with three members of NitroMed’s board of directors who were also members of the special committee of NitroMed’s board, Dr. Horovitz, Mr. Littlechild and Mr. Sobecki, to discuss Archemix’s business, product pipeline, aptamer technology and business prospects.

On July 7, 2008, members of senior management of Archemix and NitroMed and their respective outside legal and financial advisors met at the offices of Mintz Levin to discuss next steps in the negotiations for a potential merger in conjunction with or following the sale of the BiDil and BiDil XR drug business and the process for continued business, financial and legal due diligence.

On July 29, 2008, Dr. Barrett, a member of the strategic transaction committee, held a meeting with Mr. Bate during which Dr. Barrett discussed with Mr. Bate the potential management of the combined company following completion of the merger. During the meeting, Mr. Barrett raised the possibility of Mr. Bate serving as the Chief Executive Officer of the combined company. In late July and early August 2008, members of the strategic transaction committee held a series of individual meetings with Mr. Bate to discuss a potential merger transaction between Archemix and NitroMed conditioned upon the sale of the BiDil and BiDil XR drug business. During these meetings, the members of the strategic transaction committee discussed with Mr. Bate the potential merger transaction, due diligence regarding both NitroMed and Archemix and the operations of the combined company following the potential merger.

On August 4, 2008, Mintz Levin delivered to NitroMed a draft merger agreement regarding a business combination between Archemix and NitroMed in conjunction with or following the sale of the BiDil and BiDil XR drug business. Between August 4 and November 17, 2008, representatives of Archemix, Mintz Levin, NitroMed and WilmerHale engaged in further discussions and negotiations regarding the terms of the merger agreement.

On August 27, 2008, Dr. De Souza met with Mr. Bate at Archemix’s offices in Cambridge, Massachusetts to discuss the proposed terms and conditions of the merger of Archemix and NitroMed and the status of the due diligence review and merger negotiation process.

On September 4, 2008, representatives from Archemix and NitroMed and their respective outside legal advisors met in Boston, Massachusetts at the offices of Mintz Levin to negotiate the substantive terms and conditions of the merger agreement and the merger, including the grant of retention stock options to specified employees of Archemix and the effect of such retention options on the exchange ratio for the merger.

On September 8, 2008, members of Archemix’s senior management made a management presentation to and reviewed due diligence information relating to Archemix with the special committee of the NitroMed board of directors.

On September 10, 2008, Dr. De Souza and Mr. Bate had a telephone call during which they discussed the status of the negotiations relating to the proposed merger, the status of the due diligence review of both companies and the proposed allocation of merger consideration among Archemix securityholders.

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On September 16, 2008, at a regularly scheduled meeting of the Archemix board of directors, Archemix’s management, together with the company’s legal and financial advisors, apprised the board of the status of the negotiations with NitroMed, issues related to the transaction and proposed resolutions, and a draft voting agreement and lock-up agreement to be signed by Archemix’s preferred stockholders. Mintz Levin and KPMG presented their respective preliminary due diligence reports. Mintz Levin also reviewed with the Archemix board various legal considerations, including regarding their fiduciary duties in evaluating the potential transaction. The Archemix board of directors then discussed a proposal from the strategic transaction committee to allocate the merger consideration among Archemix common and preferred stockholders. A determination of how to allocate the merger consideration in a reverse merger transaction was necessary because the terms of the company’s certificate of incorporation do not address liquidation, conversion, payment of accrued dividends and other matters in connection with a reverse merger transaction where Archemix’s stockholders would continue to control a majority of the combined company but the preferred stockholders are required to exchange their shares of preferred stock for shares of common stock in the public company. The Archemix board appointed a different special subcommittee of the board to review the proposed exchange ratios for the shares of Archemix common stock and preferred stock to be exchanged in the merger, including the allocation of merger consideration between the different classes and series of capital stock. The special subcommittee was comprised of John Maraganore and Robert Stein, who were the only members of the board who were not also members of management, preferred stockholders or designated by preferred stockholders. Following the presentations and discussion by board members, the Archemix board of directors authorized management and the company’s legal and financial advisors to continue discussions related to a potential merger with NitroMed and to negotiate a definitive agreement, subject to final approval by the Archemix board.

On October 29, 2008, the Archemix board of directors held a telephonic meeting at which Archemix’s management and the company’s legal and financial advisors apprised the board of the status and timing of the negotiations with NitroMed relating to the reverse merger and outstanding issues. By that meeting, the special subcommittee of the Archemix board of directors that had been formed to review the proposed common stock and preferred stock exchange ratios had completed its review and had determined that the company should proceed with the proposals discussed by the full board at its last meeting. In performing this review, the board considered and discussed the interests of Archemix’s executive officers and certain of its directors in the transactions contemplated by the merger agreement, as described in the section of this joint proxy statement/prospectus entitled “Interests of Archemix’s Directors and Executive Officers in the Merger.” Following the discussion, the Archemix board of directors authorized management and its legal and financial advisors to continue discussions related to a potential merger with NitroMed, including with respect to the proposed allocation of merger consideration between the different classes and series of Archemix capital stock.

On November 5, 2008, representatives from Archemix and NitroMed and their respective outside legal advisors held a telephonic conference call to discuss the planned sale of the BiDil and BiDil XR drug business, the status of the proposed merger transaction and remaining open items in the draft merger agreement.

On November 11, 2008, representatives from Archemix and NitroMed and their respective outside legal advisors met in Waltham, Massachusetts to resolve the remaining open issues in connection with the proposed merger, complete their due diligence review and negotiate the remaining substantive terms and conditions of the merger agreement, including the exchange ratios related to the transaction, adjustments to the equity allocations based on NitroMed’s and Archemix’s cash at closing, the ability of Archemix to enter into strategic collaborations between signing and closing, the parties’ respective termination rights, the calculation of NitroMed’s net cash at closing and NitroMed’s required minimum net cash at closing.

On November 12, 2008, the strategic transaction committee of the Archemix board of directors held a telephonic meeting at which Archemix’s management and the company’s legal and financial advisors apprised the board of the status of open items, including NitroMed’s proposals to adjust the exchange ratio if Archemix’s cash and cash equivalent balance is less than $30 million at closing and reducing the required minimum NitroMed net cash from $37.5 million to $34.5 million.

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On November 14, 2008, senior management of Archemix met with Mr. Bate to discuss the merger transaction and the management of the combined company following the closing of the merger.

On November 14, 2008, the board of directors of Archemix held a telephonic meeting to discuss and approve the proposed merger with NitroMed, including the revised terms proposed by NitroMed on November 11, 2008. Prior to the meeting, the board of directors of Archemix had received copies of the transaction documents, final due diligence reports, a summary of the transaction, a pro forma capitalization table and other related documents. Representatives from Mintz Levin reviewed with the directors their fiduciary duties in evaluating the merger, summarized the terms of the merger agreement and related agreements and answered questions posed by members of the board. Representatives from Merrill Lynch summarized the capitalization model and calculation of the exchange ratios and answered questions posed by members of the board. The board also considered and discussed the interests of Archemix’s executive officers and certain of its directors in the transactions contemplated by the merger agreement, as described in the section of this joint proxy statement/prospectus entitled “Interests of Archemix’s Directors and Executive Officers in the Merger.” Following discussion, the board of directors of Archemix unanimously approved the proposed merger with NitroMed and the merger agreement and all other agreements related to the merger in substantially the form presented to the Archemix board, with such changes as the strategic transaction committee deemed necessary or advisable.

On November 17, 2008, the strategic transaction committee of the Archemix board of directors held a telephonic meeting at which Archemix’s management and the company’s legal and financial advisors apprised the committee of the negotiated resolutions with respect to the remaining open items and summarized the changes to the merger agreement from the version approved by the full board on November 14, 2008. Following discussion, the strategic transaction committee approved the final form of the merger agreement.

On November 18, 2008, certain Archemix preferred stockholders executed voting and lock-up agreements with NitroMed, and certain NitroMed stockholders executed voting and lock-up agreements with Archemix. After the close of trading markets on November 18, 2008, NitroMed and Archemix executed and delivered to each other the merger agreement. Thereafter, NitroMed and Archemix issued a joint press release announcing the execution of the merger agreement and held a joint conference call discussing the merger.

Reasons for the Merger

NitroMed’s Reasons for the Merger

In January 2008, NitroMed discontinued active promotional activities for its BiDil drug product based upon its determination that it did not have, and would not be able to access through the equity or debt markets, sufficient resources to commercialize BiDil and therefore would likely continue its unprofitable operations and risk exhausting its limited cash resources. At that time, NitroMed implemented a restructuring plan that eliminated approximately 80 positions and focused its efforts on preserving available cash and exploring strategic alternatives, including the merger of NitroMed with another company and/or the sale of NitroMed’s BiDil and BiDil XR drug business.

In connection with exploring strategic alternatives, representatives from Cowen, acting at the direction of NitroMed, contacted over 80 potentially interested parties and NitroMed’s board of directors and management received preliminary indications of interest for the sale of the entire company or for the sale of all or substantially all of the company’s assets from several parties. After careful review and consideration of the indications of interest for either NitroMed or its assets, the board of directors approved the sale of NitroMed’s BiDil and BiDil XR drug business to JHP pursuant to the asset purchase agreement entered into with JHP on October 22, 2008.

NitroMed’s board of directors considered a number of alternatives with respect to NitroMed’s remaining business following the completion of the asset sale to JHP, including (1) dissolution of NitroMed and liquidation of its assets, following the discharge of any remaining liabilities, and the eventual distribution of remaining assets, if any, to NitroMed’s stockholders, or (2) merging or otherwise combining the remaining public entity with a private company and using the value of NitroMed’s status as a public company and cash

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on hand to secure an equity position in the newly merged or combined corporate entity. NitroMed’s board of directors considered the alternatives with respect to its remaining business following the completion of the asset sale to JHP. NitroMed identified and evaluated several potential private company candidates for a merger following the completion of the BiDil asset sale based on criteria relating to the stage of development of the private company candidate, the anticipated cash resources of the combined company and the anticipated capital needs of the combined company to realize its development objectives. Following this review and evaluation, the special committee of NitroMed’s board and NitroMed’s board of directors concluded that Archemix was the best of these private company candidates for a merger based on the specified evaluation criteria and Archemix’s present business opportunities and prospects. The board determined that the proposed merger with Archemix would provide NitroMed’s stockholders with a greater potential opportunity to realize a return on their investment than the dissolution of NitroMed and liquidation of its assets, which would require making adequate provision for the payment of contingent liabilities, including those arising as a result of the sale of the BiDil and BiDil XR drug business to JHP. On November 18, 2008, NitroMed entered into the merger agreement with Archemix, conditioned upon and to be completed following the closing of the asset sale.

In evaluating the merger with Archemix, NitroMed’s board of directors consulted with management, a special committee of disinterested directors, and NitroMed’s legal, financial and other advisors, and, in the course of reaching its determination to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, NitroMed’s board of directors reviewed a significant amount of information and considered a number of factors, including the following:

•  historical and current information concerning NitroMed’s business, including the discontinuation of active promotional activities for BiDil and the proposed asset sale to JHP, and negative trends in its financial condition, operations and competitive position;

•  current financial market conditions, and historical market prices, volatility and trading information with respect to NitroMed’s common stock;

•  NitroMed’s limited prospects if it were to remain an independent, standalone company as a result of factors such as the discontinuation of active promotional activities for BiDil and the agreement to sell its BiDil and BiDil XR drug business to JHP, and NitroMed’s expected very limited operations and assets following the BiDil asset sale;

•  Archemix’s prospects, and the belief that the merger would result in a combined company with the potential for enhanced future growth and value;

•  the opportunity for NitroMed’s stockholders to participate in the potential future value of the combined company;

•  historical and current information concerning Archemix’s business, financial performance, financial condition, operations and management, including the results of a due diligence investigation of Archemix conducted by NitroMed’s management and advisors;

•  the active evaluation of strategic alternatives in which NitroMed had contact with over 80 parties to assess potential interest and received preliminary indications of interest for the sale of the entire company or for the sale of all or substantially all of NitroMed’s assets from several parties;

•  the NitroMed board of directors’ consideration of strategic alternatives to the merger, including the identification and evaluation of several potential private company candidates for a merger transaction and the consideration of undertaking the dissolution and liquidation of NitroMed, and the board of directors’ belief that the merger was more favorable to NitroMed’s stockholders than any other alternative reasonably available to NitroMed and its stockholders;

•  the recommendation of a special committee of disinterested directors that had been actively involved in the negotiation of the merger and the sale of the BiDil and BiDil XR drug business that the board of directors approve the merger with Archemix;

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•  the financial analyses of Cowen (including the assumptions and methodologies underlying the analyses) and the opinion of Cowen which is attached to this joint proxy statement/prospectus as Annex C, which you should read carefully in its entirety, that as of November 17, 2008, the consideration to be paid by NitroMed in the merger was fair, from a financial point of view, to NitroMed; and

•  the terms and conditions of the merger agreement, including:

•  the determination that the relative percentage ownership of the combined company by NitroMed’s securityholders and Archemix’s securityholders is consistent with NitroMed’s perceived valuations of each company at the time NitroMed’s board of directors approved the merger;

•  that the terms of the merger agreement are reasonable, including the parties’ representations, warranties and covenants and the conditions to the parties’ respective obligations;

•  the non-solicitation provisions limiting Archemix’s ability to engage in discussions or negotiations regarding, or furnish to any person any information with respect to, or solicit, encourage or knowingly facilitate any inquiry with respect to an alternative acquisition proposal;

•  NitroMed’s rights under the merger agreement to pursue alternative acquisition proposals received independently under specified circumstances and to terminate the merger agreement under specified circumstances;

•  the voting agreements entered into with holders of approximately 85% of the shares of Archemix’s outstanding capital stock, constituting a sufficient vote of Archemix’s stockholders to approve the merger, pursuant to which those stockholders agreed to vote in favor of adoption of the merger agreement and against any proposal made in opposition to, or in competition with, the merger;

•  NitroMed’s board of directors’ belief that the $1.5 million termination fee and obligation to reimburse Archemix’s documented expenses up to $1.5 million if NitroMed has less than $34.5 million in net cash at closing or $500,000 in certain other circumstances set forth in the merger agreement was reasonable in the context of termination fees that were payable in other comparable transactions and would not be likely to preclude another party from making a superior acquisition proposal; and

•  the qualification of the merger as a reorganization for U.S. federal income tax purposes, with the result that in the merger neither NitroMed’s nor Archemix’s stockholders will recognize gain or loss for U.S. federal income tax purposes.

In the course of its deliberations, NitroMed’s board of directors also considered a variety of risks and other countervailing factors related to entering into the merger agreement, including the following:

•  the risk that the merger might not be completed in a timely manner or at all due to failure to satisfy the closing conditions, some of which are outside of NitroMed’s control;

•  if the merger is not completed, the potential adverse effect of the public announcement of any termination of the merger or the merger agreement on NitroMed’s reputation;

•  the immediate and substantial dilution of the equity interests and voting power of NitroMed’s stockholders upon completion of the merger;

•  the ability of Archemix’s current stockholders, officers and directors to significantly influence the combined company’s business after the completion of the merger;

•  the risk that the combined company will be unable to raise additional capital and that such additional capital, even if available, will be further dilutive to NitroMed’s stockholders and may be at a lower valuation than reflected in the merger;

•  the restrictions that the merger agreement imposes on soliciting competing acquisition proposals;

•  the fact that if the merger agreement is terminated under certain circumstances, NitroMed would be obligated to pay a $1.5 million termination fee to Archemix and NitroMed may be required to

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reimburse Archemix’s documented expenses up to $1.5 million if NitroMed has less than $34.5 million in net cash at closing or $500,000 in certain other circumstances;

•  the restrictions on the conduct of NitroMed’s business prior to the completion of the merger, which require NitroMed, except for the sale of the BiDil and BiDil XR drug business which is expressly permitted, to carry on its business in the usual and ordinary course in substantially the same manner as previously conducted, subject to specific additional restrictions, which may delay or prevent NitroMed from pursuing business opportunities that would otherwise be in its best interests as a standalone company;

•  the requirement that NitroMed receive approval from NASDAQ for the re-listing of NitroMed’s common stock in connection with the merger based on NASDAQ’s initial listing requirements;

•  the challenges and costs of combining certain limited administrative operations and the substantial expenses to be incurred in connection with the merger, including the risks that delays or difficulties in completing the limited administrative integration and such other expenses, as well as the additional public company expenses and obligations that Archemix will be subject to in connection with the merger that it has not previously been subject to, could adversely affect the combined company’s operating results and preclude the achievement of some benefits anticipated from the merger;

•  the possible volatility of the trading price of NitroMed’s common stock resulting from the announcement and pendency of the merger;

•  the possible limitations on the liquidity of the combined company’s common stock following the consummation of the merger resulting from restrictions on transfer that will affect approximately 69% of the outstanding shares of the combined company, based on an assumed net cash balance of NitroMed of $45 million at closing and a cash and cash equivalent balance of Archemix at closing of at least $30 million, for a period of 90 to 180 days following the consummation of the merger;

•  the possible volatility of the trading price of the combined company’s common stock resulting from the possible sale of a substantial number of shares upon the lapsing of lock-up restrictions 90 and 180 days following the consummation of the merger;

•  the interests of NitroMed’s executive officer and directors in the transactions contemplated by the merger agreement, as described in the section of this joint proxy statement/prospectus entitled “Interests of NitroMed’s Directors and Executive Officers in the Merger;” and

•  various other applicable risks associated with the business of Archemix and the combined company and the merger, including those described in the section of this joint proxy statement/prospectus entitled “Risk Factors.”

The foregoing discussion of the factors considered by NitroMed’s board of directors is not intended to be exhaustive, but does set forth the principal factors considered by NitroMed’s board of directors. NitroMed’s board of directors collectively reached the unanimous conclusion to approve the merger agreement in light of the various factors described above and other factors that each member of NitroMed’s board of directors deemed relevant. In view of the wide variety of factors considered by the members of NitroMed’s board of directors in connection with their evaluation of the merger agreement and the complexity of these matters, NitroMed’s board of directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. NitroMed’s board of directors made its decision based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

NitroMed’s board of directors unanimously determined that the merger agreement and the merger are advisable, fair to and in the best interests of NitroMed’s stockholders and unanimously approved the merger agreement and the issuance of the NitroMed common stock pursuant to the merger agreement. NitroMed’s board of directors unanimously recommends that NitroMed’s stockholders approve the issuance of

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NitroMed’s common stock pursuant to the merger agreement, the reverse stock split and the change of NitroMed’s name to “Archemix Corp.”

Archemix’s Reasons for the Merger

Since the withdrawal of the registration statement relating to Archemix’s initial public offering in February 2008, Archemix’s ability to obtain financing from an unaffiliated third party on attractive terms had proved to be challenging due to a number of factors, including adverse market conditions and the stage of development of Archemix. During this period, Archemix’s management and the board of directors reviewed a number of alternatives to finance the ongoing operations of the company and accelerate the development of its pipeline.

In evaluating the merger with NitroMed, Archemix’s board of directors consulted with senior management and Archemix’s legal and financial advisors, and, in the course of reaching its determination to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, Archemix’s board of directors reviewed a significant amount of information and considered a number of factors, including the following:

•  historical and current information concerning Archemix’s business, financial performance, financial condition, operations and management, including financial projections of Archemix under various scenarios and its short and long-term strategic objectives and the risks associated therewith;

•  that the cash resources of the combined company expected to be available at the closing of the merger and the ability to access capital markets as a public company are anticipated to provide sufficient capital to maintain Archemix’s projected business operations through and after 2009, including continued Phase 2 clinical development of ARC1779 and continued research and preclinical development of other product candidates; and that without NitroMed’s net cash that is expected to be available to the combined company at the closing of the merger, Archemix would need to raise additional funds through private or public equity offerings, partnerships with pharmaceutical companies, debt financing or other arrangements during 2009;

•  the expectation that the merger with NitroMed would be a more time- and cost-effective means, including less dilutive to current Archemix stockholders, to access sufficient capital than other options considered, including an initial public offering or an additional round of private equity financing, given the stage of development of Archemix and the condition of capital markets for initial public offerings and follow-on rounds of venture financings;

•  the view that the range of options available to the combined company to access private and public equity markets should additional capital be needed in the future will likely be greater than the range of options Archemix would have as a private company;

•  the fact that shares of NitroMed common stock to be issued to Archemix’s stockholders will be registered on a Form S-4 registration statement by NitroMed and will become freely tradable for Archemix’s stockholders who are not affiliates of NitroMed and who are not parties to lock-up agreements;

•  the opportunity for Archemix’s stockholders to participate in the long-term value of the product candidate development programs of Archemix through the ownership of stock in a public company; and

•  the terms and conditions of the merger agreement, including:

•  the determination that expected relative percentage ownership of the combined company by Archemix’s securityholders and NitroMed’s securityholders is consistent with Archemix’s perceived valuations of each company at the time Archemix’s board of directors approved the merger;

•  that the terms of the merger agreement are reasonable, including the parties’ representations, warranties and covenants and the conditions to the parties’ respective obligations;

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•  the non-solicitation provisions limiting NitroMed’s ability to engage in discussions or negotiations regarding, or furnish to any person any information with respect to, or solicit, encourage or knowingly facilitate any inquiry with respect to an alternative acquisition proposal;

•  the qualification of the merger as a reorganization for U.S. federal income tax purposes, with the result that in the merger neither NitroMed’s nor Archemix’s stockholders will recognize gain or loss for U.S. federal income tax purposes;

•  Archemix’s rights under the merger agreement to pursue alternative acquisition proposals received independently under specified circumstances and to terminate the merger agreement under specified circumstances;

•  that appraisal rights would be available to non-consenting Archemix stockholders under Delaware law; and

•  the fact that NitroMed would be obligated to pay a termination fee to Archemix of $1.5 million and NitroMed may be required to reimburse Archemix’s documented expenses up to $1.5 million if NitroMed has less than $34.5 million in net cash at closing or $500,000 in certain other circumstances.

In the course of its deliberations, Archemix’s board of directors also considered a variety of risks and other countervailing factors related to entering into the merger agreement, including the following:

•  the risk that the merger might not be completed in a timely manner, or at all, due to failure to satisfy the closing conditions, some of which are outside of Archemix’s control;

•  if the merger is not completed, the potential adverse effect of the public announcement of any termination of the merger or the merger agreement on Archemix’s business, including its ability to attract new sources of capital, retain key personnel and maintain its overall competitive position;

•  the indemnification obligations and other potential liabilities retained by NitroMed following the BiDil asset sale, which would be borne by the combined company following the merger;

•  the substantial expenses to be incurred in connection with the merger and the fact that Archemix would be obligated to pay a $1.5 million termination fee to NitroMed and reimburse a portion of NitroMed’s expenses if the merger agreement is terminated under specified circumstances;

•  expenses and obligations that the combined company would be subject to as a result of being a public company could adversely affect the combined company’s operating results and preclude the achievement of some benefits anticipated from the merger;

•  the interests of Archemix’s executive officers and directors in the transactions contemplated by the merger agreement, as described in the section of this joint proxy statement/prospectus entitled “Interests of Archemix’s Directors and Executive Officers in the Merger;” and

•  various other applicable risks associated with the business of Archemix, NitroMed and the combined company and the merger, including those described in the section of this joint proxy statement/prospectus entitled “Risk Factors.”

The foregoing discussion of the factors considered by Archemix’s board of directors is not intended to be exhaustive, but sets forth the principal factors considered by Archemix’s board of directors. Archemix’s board of directors collectively reached the unanimous conclusion to approve the merger agreement in light of the various factors described above and other factors that each member of Archemix’s board of directors deemed relevant. In view of the wide variety of factors considered by the members of Archemix’s board of directors in connection with their evaluation of the merger agreement and the complexity of these matters, Archemix’s board of directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. Archemix’s board of directors made its decision based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

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Archemix’s board of directors unanimously determined that the merger agreement and the merger are advisable, fair to and in the best interests of Archemix’s stockholders and unanimously approved the merger agreement. Archemix’s board of directors unanimously recommends that Archemix’s stockholders adopt the merger agreement.

Opinion of NitroMed’s Financial Advisor Cowen and Company, LLC

Pursuant to an engagement letter dated January 14, 2008, as amended on September 2, 2008, NitroMed retained Cowen and Company, LLC (“Cowen”) to render an opinion to the board of directors of NitroMed as to the fairness to NitroMed, from a financial point of view, of the consideration to be paid in the merger.

On November 17, 2008, Cowen delivered certain of its written analyses and its oral opinion to the NitroMed board, subsequently confirmed in writing as of the same date, to the effect that, and subject to the various assumptions, qualifications and limitations set forth therein, as of November 17, 2008 the consideration to be paid in the merger was fair, from a financial point of view, to NitroMed. The full text of the written opinion of Cowen, dated November 17, 2008, is attached as Appendix C and is incorporated by reference. Holders of NitroMed common stock are urged to read the opinion in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review by Cowen. The summary of the written opinion of Cowen set forth herein is qualified in its entirety by reference to the full text of such opinion. Cowen’s analyses and opinion were prepared for and addressed to the NitroMed board and are directed only to the fairness, from a financial point of view, of the consideration to be paid in the merger, and do not constitute an opinion as to the merits of the merger or a recommendation to any stockholder as to how to vote on the proposed merger. The consideration paid in the merger was determined through negotiations between NitroMed and Archemix and not pursuant to recommendations of Cowen.

In arriving at its opinion, Cowen reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

•  a draft of the merger agreement received on November 13, 2008, which was the most recent draft made available to Cowen;

•  certain publicly available financial and other information for NitroMed and Archemix, respectively, including equity research, and certain other relevant financial and operating data furnished to Cowen by the managements of NitroMed and Archemix, respectively;

•  certain internal financial analyses, financial projections, reports and other information concerning Archemix (the “Archemix Forecasts”) prepared by the management of Archemix;

•  discussions Cowen had with certain members of the management of Archemix concerning the historical and current business operations, financial condition and prospects of Archemix and such other matters Cowen deemed relevant;

•  discussions Cowen had with certain members of the management of NitroMed concerning the historical and current business operations, financial condition and prospects of NitroMed, including, more specifically, that following the asset sale NitroMed does not, and does not intend to, engage in any activity that may result in the generation of any revenue, and such other matters Cowen deemed relevant;

•  certain operating results of Archemix as compared to the operating results, reported price and trading histories of certain publicly traded companies Cowen deemed relevant;

•  certain financial terms of certain companies that completed their initial public offerings that Cowen deemed relevant;

•  certain financial terms of the merger as compared to the financial terms of certain selected business combinations Cowen deemed relevant;

•  certain pro forma financial effects of the merger; and

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•  such other information, financial studies, analyses and investigations and such other factors that Cowen deemed relevant for the purposes of its opinion.

In conducting its review and arriving at its opinion, Cowen, with NitroMed’s consent, assumed and relied, without independent investigation, upon the accuracy and completeness of all financial and other information provided to it by NitroMed and Archemix or which was publicly available or was otherwise reviewed by Cowen. Cowen did not undertake any responsibility for the accuracy, completeness or reasonableness of, or independent verification of, such information. Cowen relied upon, without independent verifications, the assessment of NitroMed management as to the existing products and services of NitroMed and the viability of, and risks associated with, the future products and services of NitroMed. In addition, Cowen did not conduct, nor assume any obligation to conduct, any physical inspection of the properties or facilities of NitroMed or Archemix. Cowen further relied upon NitroMed’s representation that all information provided to it by NitroMed was accurate and complete in all material respects. Cowen was instructed by NitroMed, and assumed, with NitroMed’s consent, that the asset sale would be consummated and the only asset of NitroMed is its net cash and that NitroMed does not, and does not intend to, engage in any activity that may result in the generation of any revenue. Cowen, with NitroMed’s consent, assumed that NitroMed’s net cash at the closing of the merger will be $37.7 million, and that the common stock exchange ratio would be 0.5748 and the preferred stock exchange ratio would be 0.8983. Cowen, with NitroMed’s consent, also assumed that the financial forecasts provided to Cowen were reasonably prepared by the management of Archemix, and reflected the best available estimates and good faith judgments of such management as to the future performance of Archemix, and that such financial forecasts provided a reasonable basis for its opinion. Cowen expressed no opinion as to the financial forecasts or the assumptions on which they were made. Cowen expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Cowen becomes aware after the date of its opinion.

Cowen did not make or obtain any independent evaluations, valuations or appraisals of the assets or liabilities of NitroMed or Archemix, nor was Cowen furnished with these materials. In addition, Cowen did not evaluate the solvency or fair value of NitroMed or Archemix under any state or federal laws relating to bankruptcy, insolvency or similar matters. With respect to all legal matters relating to NitroMed or Archemix, Cowen relied on the advice of legal counsel to NitroMed. Cowen’s opinion addressed only the fairness to NitroMed, from a financial point of view of the consideration to be paid in the merger. Cowen expressed no view as to any other aspect or implication of the merger agreement or any other agreement, arrangement or understanding entered into in connection with the merger or otherwise, including the asset sale and the use of the proceeds therefrom. Cowen’s opinion was necessarily based upon economic and market conditions and other circumstances as they existed and could be evaluated by Cowen on the date of its opinion. It should be understood that although subsequent developments may affect its opinion, Cowen does not have any obligation to update, revise or reaffirm its opinion and Cowen expressly disclaims any responsibility to do so.

In rendering its opinion, Cowen assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger will be satisfied without waiver thereof. Cowen assumed that the final form of the merger agreement would be substantially similar to the last draft received by Cowen prior to rendering its opinion. Cowen also assumed that all governmental, regulatory and other consents and approvals contemplated by the merger agreement would be obtained and that, in the course of obtaining any of those consents, no restrictions will be imposed or waivers made that would have an adverse effect on the contemplated benefits of the merger. NitroMed informed Cowen, and Cowen assumed, that the merger will be treated as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Cowen’s opinion does not constitute a recommendation to any stockholder as to how the stockholder should vote on or otherwise act with respect to the proposed merger or any other transaction, including the asset sale. Cowen’s opinion does not imply any conclusion as to the likely trading range for NitroMed’s common stock following consummation of the merger or otherwise, which may vary depending on numerous factors that generally influence the price of securities. Cowen’s opinion is limited to the fairness, from a

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financial point of view, of the consideration to be paid in the merger. Cowen expresses no opinion as to the underlying business reasons that may support the decision of the NitroMed board to approve, or NitroMed’s decision to consummate, the merger or the relative merits of the merger as compared to other business strategies or transactions that might be available to NitroMed. Cowen’s opinion does not address the fairness of the amount or the nature of any compensation to any of NitroMed’s officers, directors or employees, or any class of such persons, relative to the consideration to be offered to the stockholders of NitroMed.

The following is a summary of the principal financial analyses performed by Cowen to arrive at its opinion. Some of the summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses. Cowen performed certain procedures, including each of the financial analyses described below, and reviewed with the management of NitroMed and Archemix the assumptions on which such analyses were based and other factors, including the historical and projected financial results of Archemix. No limitations were imposed by the NitroMed board with respect to the investigations made or procedures followed by Cowen in rendering its opinion.

Analysis of Selected Publicly Traded Companies.  To provide contextual data and comparative market information, Cowen compared selected historical operating and financial data for Archemix to the corresponding operating and financial data of 15 companies with platform or transforming technologies (the “Selected Companies”) whose securities are publicly traded and which Cowen believes have market valuation and trading valuations similar to what might be expected of Archemix. These companies were:

•  Affymax Inc.

•  Alnylam Pharmaceuticals Inc.

•  Altus Pharmaceuticals Inc.

•  Amicus Therapeutics Inc.

•  Exelixis Inc.

•  Incyte Corp.

•  Isis Pharmaceuticals Inc.

•  Lexicon Pharmaceuticals Inc.

•  Maxygen Inc.

•  Rigel Pharmaceuticals Inc.

•  Seattle Genetics Inc.

•  Trubion Pharmaceuticals Inc.

•  XenoPort Inc.

•  XOMA Ltd.

•  ZymoGenetics Inc.

The data included the market capitalization of common stock plus total debt less cash and equivalents (referred to as “enterprise value”) of the Selected Companies and the market capitalization (referred to as “equity value”) of common stock of the Selected Companies. The enterprise values implied for the Selected Companies were adjusted for Archemix’s total debt and cash and cash equivalents as of September 30, 2008 to calculate implied equity values for Archemix.

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The following table presents the reference ranges for the equity value and the enterprise value of Archemix implied by this analysis. The information in the table is based on the closing stock prices on November 14, 2008.

	Archemix Implied
	Equity Value Range
	Low		High
Methodology
Equity Value Analysis	$	150.0	$	250.0
Enterprise Value Analysis	$	137.7	$	187.7

Although the Selected Companies were used for comparison purposes, none of those companies is directly comparable to Archemix. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the Selected Companies and other factors that could affect the public trading value of the Selected Companies or Archemix to which they are being compared.

Analysis of Selected Transactions.  Cowen reviewed the financial terms, to the extent publicly available, of 19 transactions (the “Precedent Transactions”) involving the acquisition of companies with platform or transforming technologies, which were announced or completed since January 1, 2005 that were greater than $20 million in equity value. These transactions were (listed as acquiror/target):

•  Roche Holdings AG/ARIUS Research Inc.

•  Roche Holdings AG/Mirus Bio Corporation

•  Shire plc./Jerini AG

•  Daiichi Sankyo Co Ltd./U3 Pharma AG

•  GlaxoSmithKline plc./Sirtris Pharmaceuticals Inc.

•  Astellas Pharma Inc./Agensys Inc.

•  VaxGen Inc./Raven Biotechnologies Inc.

•  Bristol-Myers Squibb Co./Adnexus Therapeutics Inc.

•  PepTech Ltd./EvoGenix Ltd.

•  Roche Holdings AG/Therapeutic Human polyclonals Inc.

•  Eisai Co./Morphotek Inc.

•  GlaxoSmithKline plc./Domantis Ltd.

•  Merck & Co., Inc./Sirna Therapeutics

•  Amgen Inc./Avida Inc.

•  AstraZeneca plc./Cambridge Antibody Technology Group plc.

•  Merck & Co., Inc./GlycoFi Inc.

•  Merck & Co., Inc./Abmaxis Inc.

•  Amgen Inc./Abgenix Inc.

•  Roche/GlycArt Biotechnology AG

Cowen reviewed the equity values and the enterprise values paid in the Precedent Transactions and adjusted the implied enterprise values for Archemix’s total debt and cash and cash equivalents as of September 30, 2008 to calculate implied equity values for Archemix.

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The following table presents the reference ranges for the equity value and the enterprise value of Archemix implied by this analysis.

	Archemix Implied
	Equity Value Range
	Low		High
Methodology
Equity Value Analysis	$	200.0	$	300.0
Enterprise Value Analysis	$	237.7	$	337.7

Although the Precedent Transactions were used for comparison purposes, none of those transactions is directly comparable to the merger, and none of the companies in those transactions is directly comparable to Archemix. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the companies involved and other factors that could affect the acquisition value of such companies or Archemix to which they are being compared.

Analysis of Selected IPO Transactions.  Cowen reviewed the pre-money equity valuations for 6 initial public offerings (referred to as “IPOs”) priced between January 1, 2004 and November 16, 2008 of selected life sciences companies with platform or transforming technologies and whose lead product was in Phase II or Phase III (the “IPO Transactions”). These companies were:

•  Amicus Therapeutics Inc.

•  Affymax Inc.

•  Trubion Pharmaceuticals Inc.

•  Altus Pharmaceuticals Inc.

•  CombinatoRx Inc.

•  XenoPort Inc.

Cowen reviewed the pre-money equity valuations for these companies. The following table presents the reference range of pre-money equity valuations for Archemix implied by this analysis.

	Archemix Implied
	Equity Value Range
	Low		High
Methodology
Equity Value Analysis	$	200.0	$	250.0

Although the IPO Transactions were used for comparison purposes, none of these transactions is directly comparable to the merger, and none of the companies in those transactions is directly comparable to Archemix. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the companies involved and other factors that could affect the pre-money value of such companies or Archemix to which they are being compared.

Pro Forma Income Statement and Balance Sheet.  For illustrative purposes, Cowen reviewed the potential effect of the proposed merger on the projected combined income statement and balance sheet of NitroMed and Archemix for the calendar years ended 2009 and 2010 and at the end of those periods. This review was based upon the Archemix Forecasts and balance sheet information provided by NitroMed and Archemix with a pro forma adjustment of an additional $1.6 million in internal expenses related to public company costs for the pro forma company.

The summary set forth above does not purport to be a complete description of all the analyses performed by Cowen. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances

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and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. Cowen did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, notwithstanding the separate factors summarized above, Cowen believes, and has advised the NitroMed board, that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, could create an incomplete view of the process underlying its opinion. In performing its analyses, Cowen made numerous assumptions with respect to industry performance, business and economic conditions and other matters, many of which are beyond the control of NitroMed and Archemix. These analyses performed by Cowen are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses or securities may actually be sold. Accordingly, such analyses and estimates are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors. None of NitroMed, Archemix, Cowen or any other person assumes responsibility if future results are materially different from those projected. The analyses supplied by Cowen and its opinion were among several factors taken into consideration by the NitroMed board in making its decision to enter into the merger agreement and should not be considered as determinative of such decision.

Cowen was selected by the NitroMed board to render an opinion to the NitroMed board because Cowen is a nationally recognized investment banking firm and because, as part of its investment banking business, Cowen is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In addition, in the ordinary course of its business, Cowen and its affiliates may trade the equity securities of NitroMed for their own account and for the accounts of their customers, and, accordingly, may at any time hold a long or short position in such securities. Cowen and its affiliates in the future may provide commercial and investment banking services to NitroMed and Archemix and may in the future receive fees for the rendering of such services. Cowen provided an opinion to the board of NitroMed in connection with the asset sale and has received fees pursuant to its engagement letter with respect to such opinion. Cowen was also offered the opportunity to act as joint book-running managing underwriter for the initial public offering that was considered but withdrawn by Archemix. In the two years preceding the date of its opinion, Cowen has not had any other material relationship with NitroMed or any other party to the merger. The issuance of Cowen’s opinion was approved by Cowen’s fairness opinion review committee.

Pursuant to Cowen’s engagement letter dated January 14, 2008, as amended on September 2, 2008, if the merger is consummated, Cowen will be entitled to receive a transaction fee. NitroMed also has agreed to pay a fee to Cowen for rendering its opinion, which fee shall be credited against any transaction fee paid. Additionally, NitroMed has agreed to reimburse Cowen for its out-of-pocket expenses, including attorneys’ fees, and has agreed to indemnify Cowen against certain liabilities, including liabilities under the federal securities laws. The terms of the fee arrangement with Cowen, which are customary in transactions of this nature, were negotiated at arm’s length between NitroMed and Cowen, and the NitroMed board was aware of the arrangement, including the fact that a significant portion of the fee payable to Cowen is contingent upon the completion of the merger.

Interests of NitroMed’s Directors and Executive Officers in the Merger

In considering the recommendation of the NitroMed board of directors with respect to issuing shares of NitroMed common stock as contemplated by the merger agreement and the other matters to be acted upon by NitroMed’s stockholders at the NitroMed special meeting, NitroMed’s stockholders should be aware that certain members of the board of directors and Kenneth Bate, NitroMed’s sole executive officer, have interests in the merger that may be different from, or in addition to, the interests of NitroMed’s stockholders. Each of the NitroMed and Archemix boards of directors was aware of these potential conflicts of interest and considered them, among other matters, in reaching their respective decisions to approve the merger agreement and the merger, and, in the case of each board, to recommend that their respective stockholders approve the

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NitroMed and Archemix proposals, as applicable, contemplated by this joint proxy statement/prospectus to be presented to their stockholders for consideration at their respective special meetings. The NitroMed board of directors created a committee of disinterested directors and delegated authority to the committee to evaluate and make a recommendation regarding the merger and related actions.

Ownership Interests

As of December 1, 2008, all directors and the sole executive officer of NitroMed, together with their affiliates, beneficially owned approximately 35.2% of the shares of NitroMed common stock. The affirmative vote of the holders of a majority of the NitroMed common stock having voting power present in person or represented by proxy at the NitroMed special meeting is required for approval of NitroMed Proposals No. 1 and 4. The affirmative vote of holders of a majority of the NitroMed common stock having voting power outstanding on the record date for the NitroMed special meeting is required for approval of NitroMed Proposal Nos. 2 and 3. Certain NitroMed officers and directors, and their affiliates, have also entered into stockholder agreements in connection with the merger. For a more detailed discussion of the voting agreements see “Agreements Related to the Merger — NitroMed Stockholder Agreements” on page 130 of this joint proxy statement/prospectus.

Employment Agreements with Kenneth Bate

In January 2007, NitroMed entered into an employment offer letter with Mr. Bate, pursuant to which he became NitroMed’s president and chief executive officer. Mr. Bate now also serves as NitroMed’s interim chief financial officer and is NitroMed’s sole executive officer. The agreement specifies that Mr. Bate’s employment by NitroMed will be at-will and supersedes any and all prior or contemporaneous agreements relating to Mr. Bate’s employment by NitroMed. The terms of the January 2007 offer letter provide that NitroMed pays Mr. Bate an annual base salary of $385,000, subject to adjustments as may be determined by NitroMed’s board. In addition, the offer letter provides that Mr. Bate may be eligible for a discretionary cash incentive award of up to 50% of his annualized base salary. NitroMed’s compensation committee determines the annual cash incentive award based on both individual and corporate performance. In accordance with the terms of the offer letter, NitroMed’s independent directors granted Mr. Bate an option to purchase 500,000 shares of its common stock at an exercise price equal to $2.65 per share, which vests and becomes exercisable over four years in equal annual installments, subject to Mr. Bate’s continued employment.

Retention Agreement

In January 2007, Mr. Bate became a party to a retention agreement with NitroMed. The retention agreement provides that if a change of control occurs during the term of the agreement and Mr. Bate’s employment is terminated either prior to the change of control, in connection with, or in anticipation of the change of control, or within 12 months after the change of control, without cause or by Mr. Bate for good reason, as each such term is defined in the change in control agreement, then Mr. Bate will be entitled to the following:

•  100% of Mr. Bate’s outstanding and unexercisable stock options become immediately exercisable in full;

•  a lump sum payment of (1) Mr. Bate’s base salary until through the date of termination plus any deferred pay and any vacation time; (2) an amount equal to Mr. Bate’s highest annual base salary during the two year period prior to the change in control; and (3) an amount equal to Mr. Bate’s then current annual bonus target percentage multiplied by highest base salary over the last two years; and

•  for a minimum of 12 months following termination, continued benefits coverage for Mr. Bate and his family at least equal to benefits NitroMed provided prior to Mr. Bate’s termination. The obligation to provide benefits will cease if Mr. Bate becomes employed by another employer and is eligible to receive benefits through that other employer.

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The agreement has an initial term ending on December 31, 2008; provided that commencing on January 1, 2009 and each January 1 thereafter, the term of the agreement will be automatically extended for additional one year periods unless NitroMed gives 90 days prior written notice to Mr. Bate that the term will not be extended. The change of control agreement expires on the earliest to occur of a (a) December 31, 2008, (b) termination of Mr. Bate’s employment prior to a change in control, (c) twelve months following a change in control if Mr. Bate continues as an employee on that date, or (d) final payment of all benefits due to Mr. Bate under the change in control agreement.

Severance Benefits

Mr. Bate is also entitled to benefits under NitroMed’s executive severance benefit plan, pursuant to which if Mr. Bate is terminated without cause, except following a change in control, then following execution of a release Mr. Bate is entitled to twelve months continuation of his base salary and twelve months of COBRA health and benefit coverage paid by NitroMed. In addition, pursuant to the terms of a severance agreement with Mr. Bate dated January 23, 2007, Mr. Bate is entitled to receive, in addition to the benefits set forth in the executive severance benefit plan, a payment equal to his then-current annual cash incentive award target percentage at the date of termination, multiplied by Mr. Bate’s then-current annual base salary.

Summary of Potential Payments in Connection with the Merger

It is anticipated that Mr. Bate will be President and Chief Executive Officer of the combined company. Arrangements regarding Mr. Bate’s compensation have not yet been determined.

Director Interests

The following directors of NitroMed will remain directors of the combined company following consummation of the merger: Kenneth Bate, Mark Leschly and Davey Scoon, C.P.A.

Argeris Karabelas, Ph.D., a director of NitroMed, may be deemed to have an interest in the merger because Dr. Karabelas, a manager of Care Capital II, LLC, the manager of Care Capital Investments II, L.P. and Care Capital Offshore Limited Investments II, L.P., has voting and investment control over, and may be deemed to beneficially own, the shares of, Care Capital Investments II, L.P. and Care Capital Offshore Limited Investments II, L.P., which together beneficially own approximately 5.1% of the outstanding capital stock of Archemix.

Mark Leschly, a director of NitroMed, may be deemed to have an interest in the merger because Mr. Leschly, a managing member, managing director and managing partner of the general partners and investment advisors of Rho Management Trust I, Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV, L.P., and Rho Ventures IV (QP), L.P., may be deemed to have voting and investment control over the shares of Rho Management Trust I, Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV, L.P., and Rho Ventures IV (QP), L.P., which together beneficially own approximately 9.3% of the outstanding capital stock of Archemix.

Frank Douglas, M.D., Ph.D., a director of NitroMed, may be deemed to have an interest in the transactions contemplated herein because he owns options to purchase 30,000 shares of common stock of Archemix which expire on April 25, 2009. Dr. Douglas served on the board of directors of Archemix from March 2, 2005 to April 25, 2006.

The NitroMed board of directors created a committee of disinterested directors, comprised of Zola Horovitz, John Littlechild, Davey Scoon and Christopher Sobecki, and delegated authority to this committee to evaluate and make a recommendation to the full board of directors regarding the merger and related actions. After a series of meetings, this committee unanimously recommended that the NitroMed board of directors approve the merger and related actions.

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Indemnification of Officers and Directors

The merger agreement provides that, for a period of six years following the effective time of the merger, the combined company will, to the fullest extent permitted by Delaware law, indemnify and hold harmless all present and former directors and officers of NitroMed against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such person is or was a director or officer of NitroMed. In addition, for a period of six years following the effective time of the merger, the certificate of incorporation and bylaws of the combined company will contain provisions no less favorable with respect to indemnification of present and former directors and officers of NitroMed than are presently set forth in the certificate of incorporation and bylaws of NitroMed.

The merger agreement also provides that, for a period of six years following the consummation of the merger, the combined company will maintain in effect a directors’ and officers’ liability insurance policy covering the directors and officers of NitroMed, with coverage in amount and scope at least as favorable as the coverage under NitroMed’s existing policy as of the time the merger becomes effective. If the annual premiums payable for such insurance coverage exceed 200% of the current annual premiums paid by NitroMed for its existing policy, the combined company may reduce the amount of coverage to the amount of coverage available for a cost equal to that amount.

Interests of Archemix’s Directors and Executive Officers in the Merger

In considering the recommendation of the Archemix board of directors with respect to adopting the merger agreement, Archemix stockholders should be aware that certain members of the board of directors and executive officers of Archemix have interests in the merger that may be different from, or in addition to, interests they may have as Archemix stockholders. Each of the NitroMed and Archemix boards of directors were aware of these potential conflicts of interest and considered them, among other matters, in reaching their respective decisions to approve the merger agreement and the merger, and, in the case of each board of directors, to recommend that their respective stockholders approve the NitroMed and Archemix proposals, as applicable, contemplated by this joint proxy statement/prospectus to be presented to their stockholders for consideration at their respective special meetings.

Ownership Interests

As of December 1, 2008, all directors and executive officers of Archemix, together with their affiliates, beneficially owned approximately 56% of the shares of Archemix capital stock. Archemix cannot complete the merger unless the merger agreement is adopted by the affirmative vote of the holders of (a) a majority of the shares of Archemix common stock and Archemix preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, (b) two-thirds of the shares of Archemix Series A preferred stock and Series B preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, and (c) two-thirds of the shares of Archemix Series A preferred stock, Series B preferred stock, and Series C preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, each voting as a separate series. Certain stockholders of Archemix holding collectively an aggregate of 85% of Archemix’s outstanding capital stock have entered into voting agreements in connection with the merger. The shares of Archemix capital stock subject to these voting agreements represent the votes required to approve the merger agreement. For a more detailed discussion of the voting agreements see “Agreements Related to the Merger — Archemix Stockholder Agreements” on page 130 of this joint proxy statement/prospectus.

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Employment and Severance and Change in Control Arrangements with Executive Officers who will Become Executive Officers of the Combined Company

Employment Arrangements

All of Archemix’s executive officers, with the exception of Errol De Souza, Ph.D., Archemix’s President and Chief Executive Officer, will become executive officers of the combined company and will hold the same positions that each currently holds at Archemix. With the exception of Duncan Higgons, Executive Vice President, Business Operations, who has an employment agreement with Archemix, Archemix has no formal employment agreements in place with the other executive officers who will become executive officers of the combined company. Certain terms of the employment of these executive officers are, however, set forth in offer letters entered into with Archemix at the time their employment commenced. Mr. Higgons’ employment agreement and the offer letters will remain in effect following completion of the merger. Mr. Higgons’ employment agreement and the offer letters with each of Gregg Beloff, Vice President, Chief Financial Officer, Page Bouchard, D.V.M., Senior Vice President, Discovery and Preclinical Development, and James Gilbert, M.D., Senior Vice President, Chief Medical Officer, are described below under the heading “Executive Compensation and Other Information with Respect to the Combined Company.”

Change in Control Agreements

On September 30, 2008, Archemix entered into change in control agreements with each of its executive officers, with the exception of Dr. De Souza. The change in control agreements provide for certain payments and benefits in the event of a termination in connection with or subsequent to a change in control or reverse merger, as such events are defined in the change in control agreements and summarized below under the heading “Executive Compensation and Other Information with Respect to the Combined Company,” as well as the right to receive equity awards in the event of a reverse merger in such amount that allows the executive officer to maintain his proportionate ownership in the combined company as he held in Archemix prior to such reverse merger.

The merger of Archemix and NitroMed constitutes a reverse merger under the change in control agreements, and as a result may trigger payment of the benefits set forth in the agreement should a termination occur under the circumstances described therein, and will trigger the rights of the executive officers to receive stock options to purchase shares of NitroMed common stock as further discussed below.

The change in control agreements obligate Archemix to require any acquiring corporation to expressly assume and perform the agreement, and the failure to do constitutes a material breach of the agreement by Archemix. The change in control agreements will be assumed by NitroMed. A detailed discussion of the terms of the change in control agreements is set forth below under the heading “Executive Compensation and Other Information with Respect to the Combined Company.”

Post-Closing Options to Purchase NitroMed Common Stock to be Granted to Continuing Archemix Executive Officers

Pursuant to the terms of the change in control agreements discussed above, subject to and following the closing of the merger, NitroMed will grant options to purchase shares of NitroMed common stock to Mr. Beloff, Dr. Bouchard, Dr. Gilbert and Mr. Higgons in relative proportion to the executive officer’s holdings of shares of Archemix common stock and options immediately prior to the merger such that the executive officer’s proportionate ownership of the equity distributed to holders of Archemix common stock and options in connection with the merger is at least equal to the executive officer’s proportionate ownership in Archemix prior to the merger. These options will be granted with an exercise price equal to the fair market value of NitroMed’s common stock on the date of grant. The options to be granted to the Archemix executive officers who will become executive officers of NitroMed are set forth below.

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	Number of
	Stock
Name	Options(1)
Gregg Beloff		305,441
Page Bouchard, D.V.M.		328,177
James Gilbert, M.D.		260,803
Duncan Higgons		652,007
Total		1,546,428

(1) The Number of Stock Options does not reflect application of the exchange ratio applicable to options to purchase Archemix common stock in connection with the merger described elsewhere in this joint proxy statement/prospectus and will be adjusted in the same manner as outstanding options to purchase Archemix common stock.

Payments and Benefits to Dr. De Souza in Connection with his Resignation as President and Chief Executive Officer of Archemix Upon Completion of the Merger

Payments and Benefits Pursuant to Dr. De Souza’s Employment Agreement with Archemix

Errol De Souza, Ph.D., Archemix’s President and Chief Executive Officer and a member of the Archemix board of directors, will resign as President and Chief Executive Officer immediately prior to completion of the merger, but will serve as a member of the combined company’s board of directors.

In connection with his resignation as President and Chief Executive Officer, Dr. De Souza will receive the payments and benefits set forth in his employment agreement with Archemix as if he were terminated without cause or resigned with good reason, as such events are defined in the employment agreement and summarized below under the heading “Director Compensation with Respect to the Combined Company.” Assuming that the merger were to be completed, and Dr. De Souza’s resignation effective, on December 31, 2008, Dr. De Souza would receive the amounts set forth below in connection with his resignation. The actual amounts of these payments will be calculated based on Dr. De Souza’s salary, target bonus, and benefits in effect on the date of his resignation.

Payments and Benefits to Dr. De Souza Upon Resignation as
President and Chief Executive Officer of Archemix Pursuant to
Employment Agreement
Salary Continuation(1)	$	687,975
Bonus(2)		573,313
Benefit Continuation(3)		18,130
Total	$	1,279,418

(1)

Represents 18 months of salary continuation based on Dr. De Souza’s current annual base salary of $458,650, which is the maximum amount of potential salary continuation payments under Dr. De Souza’s employment agreement. Dr. De Souza’s employment agreement provides for continued payment of his base salary for a minimum of 12 months with a continuance for each month or partial month that he has not obtained full-time employment, up to an aggregate of 18 months, provided that if Dr. De Souza obtains full-time employment prior to the end of the 18 months with a salary that is less than his base salary at the time of termination with Archemix, then for each month or partial month through the 18th month, Archemix will pay him the difference between his base salary and new salary.

(2)

Consists of $229,325, representing Dr. De Souza’s target annual bonus for 2008, which is payable within 30 days following Dr. De Souza’s termination, and $229,325, representing Dr. De Souza’s target annual bonus for 2008, which is payable within 30 days after the 12 month anniversary of his termination. This amount also includes $114,663, representing 50% of Dr. De Souza’s target annual bonus for 2008, which is payable only to the extent Dr. De Souza receives salary continuation payments following the minimum 12 months of payments discussed above and assumes such payments continue for the maximum 18 month

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	period, and is subject to adjustment based on the actual number of months salary continuation payments are made after the first 12 months.
(3)	Represents 18 months of continuation of group health insurance and payment of the premium in effect on the date of termination, which is the maximum amount of time for which this benefit will be provided, the actual duration of which will coincide with the number of months of salary continuation payments discussed above.

Post Closing Options to Purchase NitroMed Common Stock to be Granted to Dr. De Souza

In addition, the vesting of Dr. De Souza’s outstanding options on the date of termination will accelerate by 36 months. As of December 1, 2008, Dr. De Souza held options to purchase 5,749,959 shares of Archemix common stock, 1,343,750 of which were unvested, but all of which will fully vest in accordance with the acceleration provided for upon his termination. Pursuant to the merger agreement, these options will be assumed by NitroMed in connection with the merger and will become options to purchase shares of NitroMed common stock. As provided in Dr. De Souza’s employment agreement, Dr. De Souza will have a period of 36 months following his termination to exercise these options.

In addition, to the payments and benefits set forth above to be paid to Dr. De Souza in connection with his resignation as President and Chief Executive Officer, NitroMed has agreed to grant Dr. De Souza options to purchase 1,789,797 shares of NitroMed common stock following completion of the merger, which number will be adjusted upon application of the exchange ratio applicable to Archemix stock options being assumed by NitroMed in connection with the merger. These options will be granted with an exercise price equal to the fair market value of NitroMed’s common stock on the date of grant.

Directors Interests

The following directors of Archemix will become directors of the combined company following consummation of the merger: Errol De Souza, Ph.D., Alex Barkas, Ph.D, Peter Barrett, Ph.D., John Maraganore, Ph.D., and Michael Ross, Ph.D. Lawrence Best, Corey Mulloy and Robert Stein, M.D. will resign from the Archemix board of directors as of the effective time of the merger.

Dr. Barkas, a director of Archemix, may be deemed to have an interest in the merger because, as a managing member of the general partners of the funds hereinafter listed, he shares voting and investment control over the shares held by, and therefore may be deemed to beneficially own, the shares of Archemix preferred stock owned by Prospect Venture Partners, L.P. and Prospect Venture Partners II, L.P., which together own approximately 13.5% of the outstanding capital stock of Archemix.

Dr. Barrett, a director of Archemix, may be deemed to have an interest in the merger because, as a partner at Atlas Venture, he may be deemed to beneficially own the shares of Archemix preferred stock owned by Atlas Venture Fund V, L.P. and Atlas Venture Entrepreneurs’ Fund V, L.P., which together own approximately 13.5% of the outstanding capital stock of Archemix.

Mr. Mulloy, a director of Archemix, may be deemed to have an interest in the merger because, as a managing director of Highland Management, he shares voting and investment control over the shares held by, and therefore may be deemed to beneficially own, the shares of Archemix preferred stock owned by Highland Capital Partners VI Limited Partnership, Highland Capital Partners VI-B Limited Partnership, and Highland Entrepreneurs’ Fund VI Limited Partnership, which together own approximately 12.8% of the outstanding capital stock of Archemix.

Dr. Ross, a director of Archemix, may be deemed to have an interest in the merger because, as a member of the investment committee of the general partner of the general partner of the funds hereinafter listed, he shares voting and investment control over the shares held by, and therefore may be deemed to beneficially own, the shares of Archemix preferred stock owned by International Life Sciences Fund III (LP1), L.P., International Life Sciences Fund III (LP2), L.P., International Life Sciences Fund III Strategic Partners, L.P., and International Life Sciences Fund III Co-investment, L.P., which together own approximately 11.2% of the outstanding capital stock of Archemix.

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The members of Archemix’s board of directors who are not members of management, preferred stockholders or designated by preferred stockholders, John Maraganore and Robert Stein, reviewed the proposed exchange ratios for the shares of Archemix common stock and preferred stock to be exchanged in the merger, including the allocation of merger consideration between the different classes and series of capital stock, and recommended that the Archemix board of directors vote in favor of the merger, including the exchange ratios, and recommend its approval to the Archemix stockholders.

Stock Options and Restricted Stock

Under the terms of the merger agreement, at the effective time of the merger, each outstanding and unexercised option to purchase shares of Archemix common stock, whether vested or unvested, will be assumed by NitroMed and will become an option to acquire, on the same terms and conditions as were applicable under the stock option agreement by which such option is evidenced and the stock option plan under which such option was issued, an option to purchase shares of NitroMed common stock. In addition, each share of Archemix common stock that is unvested or subject to a repurchase option or risk of forfeiture under any applicable restricted stock purchase or other agreement with Archemix will be exchanged for shares of NitroMed common stock that will be unvested to the same extent and subject to the same repurchase option or risk of forfeiture in effect at the effective time of the merger. The number of shares of NitroMed common stock subject to each assumed option will be determined by multiplying the number of shares of Archemix common stock that was subject to each option prior to the effective time of the merger by the common stock exchange ratio determined pursuant to the merger agreement, and rounding that result down to the nearest whole number of shares of NitroMed common stock. The per share exercise price for the assumed options will be determined by dividing the per share exercise price of the Archemix common stock subject to each option as in effect immediately prior to the effective time of the merger by the common stock exchange ratio and rounding that result up to the nearest whole cent. The actual exchange ratio is determined in accordance with the merger agreement by reference to NitroMed’s net cash balance and Archemix’s cash and cash equivalents, as calculated pursuant to the merger agreement, at the consummation of the merger. For a more detailed discussion of the calculation of NitroMed’s net cash at the closing of the merger, see “The Merger Agreement — Merger Consideration and Adjustment” on page 117 of this joint proxy statement/prospectus. Assuming that NitroMed’s net cash balance at the closing of the merger is $45 million and Archemix’s cash and cash equivalents at the closing of the merger is at least $30 million, the common stock exchange ratio will be 0.5120, subject to adjustment to account for the reverse stock split.

In addition, pursuant to the terms of the merger agreement, prior to the completion of the merger, the NitroMed board of directors will authorize the grant of stock options to purchase NitroMed common stock to specified employees of Archemix who remain employees or serve on the board of directors of the combined company following the merger for the purpose of retaining the services of these individuals, which options will be granted following completion of the merger. These retention options will be issued under Archemix’s 2001 Stock Plan, which NitroMed is assuming in connection with the merger, to the extent shares are available under this plan on the date of grant, and, to the extent necessary, under NitroMed’s 2003 Stock Incentive Plan, and will be evidenced by a new form of option agreement to be adopted under Archemix’s 2001 Stock Plan and NitroMed’s 2003 Stock Incentive Plan for options granted following completion of the merger, as applicable. Archemix’s 2001 Stock Plan and NitroMed’s 2003 Stock Incentive Plan are described below under the heading “Management Following the Merger — Employee Benefit Plans.” The retention options will have an exercise price equal to the fair market value of NitroMed’s common stock on the date of grant, and will vest over a two year period with 50% of the shares vesting on the first anniversary of the date of grant and 12.5% of the shares vesting quarterly thereafter. The number of shares of NitroMed’s common stock to be issuable upon the exercise of such retention options will be adjusted in the same manner as the Archemix options assumed in the merger.

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The table below sets forth, as of September 30, 2008, information with respect to options and shares of restricted stock held by each of Archemix’s current executive officers and directors, as well as the number of retention options to purchase NitroMed common stock expected to be granted to each of Archemix’s current executive officers following the merger in accordance with the arrangements discussed above. The numbers set forth in the below table, including those under the heading “Post-Closing Retention Options to Purchase NitroMed Common Stock,” do not reflect application of the exchange ratio described elsewhere in this joint proxy statement/prospectus that will be applied to shares of Archemix common stock being exchanged for shares of NitroMed common stock, and to options to purchase shares of Archemix common stock being assumed by NitroMed in connection with the merger and which will become following the merger options to purchase shares of NitroMed common stock.

															Post-
															Closing
															Retention
							Weighted								Options to
							Average		Total						Purchase
	Total						Exercise		Shares of				Shares		NitroMed
	Options		Vested		Unvested		Price per		Restricted		Vested		Subject to		Common
Name	Held		Options		Options		Share		Stock Held		Shares		Repurchase		Stock
Executive Officers
Errol De Souza, Ph.D.		5,749,959		4,387,459		1,362,500	$	0.14		—		—		—		1,789,797
Gregg Beloff		702,693		540,193		162,500	$	0.14		—		—		—		305,441
Page Bouchard, D.V.M.		755,000		553,750		201,250	$	0.13		—		—		—		328,177
James Gilbert, M.D.		600,000		262,500		337,500	$	0.17		—		—		—		260,803
Duncan Higgons		300,000		93,750		206,250	$	0.14		1,200,000		750,000		750,000		652,007
Directors(1)(2)
Lawrence Best		182,000		154,000		28,000	$	0.15		—		—		—		—
John Maraganore, Ph.D.		130,000		80,000		50,000	$	0.16		—		—		—		—
Robert Stein, M.D., Ph.D.		110,000		30,000		80,000	$	0.24		—		—		—		—

(1)	Dr. De Souza, President and Chief Executive Officer of Archemix, is also a director of Archemix.
(2)	The following members of the Archemix board of directors do not hold any options to purchase Archemix common stock: Peter Barrett, Ph.D., Alex Barkas, Ph.D., Corey Mulloy, and Michael Ross, Ph.D.

Indemnification of Officers and Directors

The merger agreement provides that, for a period of six years following the effective time of the merger, the combined company will, to the fullest extent permitted by Delaware law, indemnify and hold harmless all present and former directors and officers of Archemix against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such person is or was a director or officer of Archemix. In addition, for a period of six years following the effective time of the merger, the certificate of incorporation and bylaws of the combined company will contain provisions no less favorable with respect to indemnification of present and former directors and officers of Archemix than are presently set forth in the certificate of incorporation and bylaws of Archemix.

The merger agreement also provides that, for a period of six years following the consummation of the merger, the combined company will maintain in effect a directors’ and officers’ liability insurance policy covering the directors and officers of Archemix, with coverage in amount and scope at least as favorable as the coverage under Archemix’s existing policy as of the time the merger becomes effective. If the annual premiums payable for such insurance coverage exceed 200% of the current annual premiums paid by Archemix for its existing policy, the combined company may reduce the amount of coverage to the amount of coverage available for a cost equal to that amount.

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Archemix Stock Options, Restricted Stock and Warrants

Archemix has granted options to purchase shares of its common stock under its Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended, which are subject to a right of early exercise, pursuant to which an optionee can exercise unvested stock options and receive, upon exercise, shares of restricted common stock. Each outstanding option to purchase shares of Archemix common stock that is not exercised prior to the effective time of the merger will be assumed by NitroMed at the effective time of the merger in accordance with the terms of the stock plan and the terms of the stock option agreement by which such option is evidenced and will become an option to purchase shares of NitroMed common stock. The number of shares of NitroMed common stock subject to each assumed option will be determined by multiplying the number of shares of Archemix common stock that was subject to each option prior to the effective time of the merger by the common stock exchange ratio determined pursuant to the merger agreement, and rounding that result down to the nearest whole number of shares of NitroMed common stock. The per share exercise price for the assumed options will be determined by dividing the per share exercise price of the Archemix common stock subject to each option as in effect immediately prior to the effective time of the merger by the common stock exchange ratio and rounding that result up to the nearest whole cent. The actual exchange ratio is determined in accordance with the merger agreement by reference to NitroMed’s net cash balance and Archemix’s cash and cash equivalents, as calculated pursuant to the merger agreement, at the consummation of the merger. The items that will constitute NitroMed’s net cash balance at the closing of the merger are subject to numerous factors, many of which are outside of NitroMed’s control. For a more detailed discussion of the calculation of NitroMed’s net cash at the closing of the merger, see “The Merger Agreement — Merger Consideration and Adjustment” on page 117 of this joint proxy statement/prospectus. Assuming that NitroMed’s net cash balance at the closing of the merger is $45 million and Archemix’s cash and cash equivalents at the closing of the merger are at least $30 million, the common stock exchange ratio will be 0.5120, subject to adjustment to account for the reverse stock split. In such case, the options to purchase an aggregate of 13,503,661 shares of Archemix common stock that were outstanding as of December 1, 2008 would become options to purchase an aggregate of 6,914,533 shares of NitroMed common stock at the effective time of the merger subject to adjustment on account of the reverse stock split. Such options, which were exercisable at prices per share ranging from $0.10 to $0.31 as of December 1, 2008, would become exercisable at prices per share ranging from $0.20 to $0.61 at the effective time of the merger subject to adjustment on account of the reverse stock split.

Each share of Archemix common stock that is unvested or subject to a repurchase option or risk of forfeiture under any applicable restricted stock purchase or other agreement with Archemix will be exchanged for shares of NitroMed common stock that will be unvested to the same extent and subject to the same repurchase option or risk of forfeiture in effect at the effective time of the merger.

Archemix has issued warrants to purchase shares of its common stock and Series A preferred stock. Each outstanding warrant to purchase shares of Archemix common stock and Series A preferred stock will be assumed by NitroMed at the effective time of the merger in accordance with its terms and will become a warrant to purchase shares of NitroMed common stock. The number of shares of NitroMed common stock subject to each assumed warrant will be determined by multiplying the number of shares of Archemix common stock or Series A preferred stock, as applicable, that was subject to each warrant prior to the effective time of the merger by the common stock exchange ratio determined pursuant to the merger agreement, and rounding that result down to the nearest whole number of shares of NitroMed common stock. The per share exercise price for the assumed warrants will be determined by dividing the per share exercise price of the Archemix common stock or Series A preferred stock, as applicable, subject to each warrant as in effect immediately prior to the effective time of the merger by the common stock exchange ratio and rounding that result up to the nearest whole cent. The actual exchange ratio is determined in accordance with the merger agreement by reference to NitroMed’s net cash balance and Archemix’s cash and cash equivalents, as calculated pursuant to the merger agreement, at the consummation of the merger. The items that will constitute NitroMed’s net cash balance at the closing of the merger are subject to numerous factors, many of which are outside of NitroMed’s control. For a more detailed discussion of the calculation of NitroMed’s net cash at the closing of the merger, see “The Merger Agreement — Merger Consideration and Adjustment” on page 117 of

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this joint proxy statement/prospectus. Assuming that NitroMed’s net cash balance at the closing of the merger is $45 million and Archemix’s cash and cash equivalents at the closing of the merger are at least $30 million, the common stock exchange ratio for common stock and Series A preferred stock warrantholders will be 0.5120, subject to adjustment to account for the reverse stock split. In such case, the warrants to purchase an aggregate of 600,000 shares of Archemix common stock that were outstanding as of December 1, 2008 would become warrants to purchase an aggregate of 307,229 shares of NitroMed common stock at the effective time of the merger. Such common stock warrants, which were exercisable at a price per share of $0.25 as of December 1, 2008, would become exercisable at a price per share of $0.49. In addition, in such case, the warrants to purchase an aggregate of 30,000 shares of Archemix Series A preferred stock that were outstanding as of December 1, 2008 would become warrants to purchase an aggregate of 15,361 shares of NitroMed common stock at the effective time of the merger. Such Series A preferred stock warrants, which were exercisable at a price per share of $1.00 as of December 1, 2008, would become exercisable at a price per share of $1.96. All of the foregoing amounts and exercise prices are subject to adjustment on account of the reverse stock split. These warrants to purchase shares of Series A preferred stock expire on December 18, 2009.

Form of the Merger

The merger agreement provides that, at the effective time, merger sub will be merged with and into Archemix. Upon the consummation of the merger, Archemix will continue as the surviving corporation and will be a wholly owned subsidiary of NitroMed.

After completion of the merger, assuming NitroMed Proposal No. 3 is approved by NitroMed stockholders at the NitroMed special meeting, NitroMed will be renamed “Archemix Corp.” and expects to trade on The NASDAQ Global Market following the closing of the merger under the symbol “ARCH.”

Merger Consideration

At the effective time of the merger, all shares of Archemix capital stock outstanding immediately prior to the effective time of the merger will automatically be converted into the right to receive shares of NitroMed common stock. In addition, at the effective time of the merger, all options to purchase shares of Archemix common stock outstanding and unexercised immediately prior to the effective time of the merger will be assumed by NitroMed and will become options to purchase shares of NitroMed common stock and all warrants to purchase shares of Archemix common stock and Series A preferred stock outstanding and unexercised immediately prior to the effective time of the merger will be assumed by NitroMed and will become warrants to purchase shares of NitroMed common stock. The merger agreement also provides that following the effective time of the merger, NitroMed will grant to specified Archemix employees who remain employees or serve on the board of directors of the combined company retention options to purchase shares of NitroMed common stock. Archemix stockholders, together with the holders of options and warrants to purchase shares of capital stock of Archemix and the holders of retention options, will be entitled to receive shares of NitroMed common stock and options and warrants to purchase shares of NitroMed common stock equal to approximately 70% of the fully-diluted shares of the combined company as of immediately following the consummation of the merger. This percentage assumes that NitroMed’s net cash balance, as calculated pursuant to the merger agreement, at the closing of the merger is equal to $45 million and that Archemix’s cash and cash equivalent balance at closing is at least $30 million.

There will be no adjustment to the total number of shares of NitroMed common stock that Archemix securityholders will be entitled to receive as a result of changes in the market price of NitroMed common stock. While the merger agreement includes a condition to closing that NitroMed have net cash of at least $34.5 million at closing, as calculated pursuant to the merger agreement, the merger agreement does not include a price-based termination right. Accordingly, the market value of the shares of NitroMed common stock issued in connection with the merger will depend on the market value of the shares of NitroMed common stock at the time of effectiveness of the merger, and could vary significantly from the market value on the date of this joint proxy statement/prospectus.

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The number of shares of NitroMed common stock that stockholders of Archemix capital stock will be entitled to receive in exchange for all shares of Archemix capital stock at the consummation of the merger will be allocated among holders of Archemix common stock and holders of Archemix preferred stock. Each share of Archemix common stock and Archemix preferred stock will be converted into the right to receive a number of shares of NitroMed common stock equal to an exchange ratio applicable to each class and series of Archemix capital stock. Assuming the net cash of NitroMed at the closing of the merger, as calculated pursuant to the merger agreement, is $45 million, and that the cash and cash equivalent balance of Archemix is at least $30 million, respectively, the exchange ratios will be as follows, subject, in each case, to adjustment to account for the reverse stock split:

•  The exchange ratio for Archemix common stock will be 0.5120;

•  The exchange ratio for Archemix Series A preferred stock will be 0.8001;

•  The exchange ratio for Archemix Series B preferred stock will be 0.8001; and

•  The exchange ratio for Archemix Series C preferred stock will be 0.5120.

The exchange ratios for the Series A and Series B preferred stock differ from the exchange ratios for the Series C preferred stock and common stock to reflect the allocation of an aggregate of approximately $43.1 million in accrued dividends payable with respect to the Series A and Series B preferred stock. There are no accrued dividends payable with respect to the Series C preferred stock or common stock. Under the terms of Archemix’s certificate of incorporation as currently in effect, the Series A and B preferred stock would be entitled to receive these dividends, together with their liquidation preference of approximately $105.6 million, upon a sale of the company prior to the distribution of any consideration to the holders of Series C preferred stock and common stock. The exchange ratios used in the merger allocate these accrued dividends to the Series A and B preferred stock and then allocate the remaining portion of the merger consideration to all equity holders on a pro rata basis instead of giving effect to the preferred stock liquidation preferences, which amount to approximately $135.5 million not including the accrued dividends. The members of Archemix’s board of directors who are not members of management, preferred stockholders or designated by preferred stockholders, John Maraganore and Robert Stein, reviewed the proposed exchange ratios for the shares of Archemix common stock and preferred stock to be exchanged in the merger, including the allocation of merger consideration between the different classes and series of capital stock, and recommended that the Archemix board of directors vote in favor of the merger, including the exchange ratios, and recommend its approval to the Archemix stockholders.

Each option to purchase shares of Archemix common stock that is outstanding and unexercised immediately prior to the effective time of the merger will be assumed by NitroMed and will become an option to purchase shares of NitroMed common stock. From and after the effective time of the merger, the number of shares of NitroMed common stock subject to each option so assumed will be determined by multiplying the number of shares of Archemix common stock that were subject to such option immediately prior to the effective time of the merger by the common stock exchange ratio and rounding the resulting number down to the nearest whole number of shares of NitroMed common stock. The per share exercise price for the NitroMed common stock issuable upon exercise of each such option will be determined by dividing the effective per share exercise price for the Archemix common stock subject to such option immediately prior to the effective time of the merger by the common stock exchange ratio and rounding the resulting exercise price up to the nearest whole cent.

In addition, employees of Archemix who remain employed or serve on the board of directors of the combined company following the merger will be granted retention options to purchase NitroMed common stock at an exercise price equal to the fair market value of NitroMed’s common stock on the date of grant. The number of shares of NitroMed’s common stock to be issuable upon the exercise of such retention options will be adjusted in the same manner as the Archemix options assumed in the merger.

Each warrant to purchase shares of Archemix common stock or Series A preferred stock that is outstanding and unexercised immediately prior to the effective time of the merger will be assumed by NitroMed and will become a warrant to purchase shares of NitroMed common stock. From and after the

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effective time of the merger, the number of shares of NitroMed common stock subject to each warrant so assumed will be determined by multiplying the number of shares of Archemix common stock or preferred stock that were subject to such warrant immediately prior to the effective time of the merger by the common stock exchange ratio and rounding the resulting number down to the nearest whole number of shares of NitroMed common stock. The per share exercise price for the NitroMed common stock issuable upon exercise of each such warrant will be determined by dividing the effective per share exercise price for the Archemix common stock or preferred stock subject to such warrant immediately prior to the effective time of the merger by the common stock exchange ratio and rounding the resulting exercise price up to the nearest whole cent. The exchange ratio applicable to each warrant to purchase Series A preferred stock is the same as the common stock exchange ratio because no dividends have accrued on the shares of Series A preferred stock underlying these warrants, as the shares have not yet been issued.

If the net cash of NitroMed at the closing of the merger differs from $45 million, as calculated pursuant to the merger agreement, the exchange ratios will be determined in accordance with the merger agreement. Additionally, if Archemix’s cash and cash equivalent balance is less than $30 million, then the percentage ownership of the combined company held by Archemix will decrease by approximately 2%. NitroMed’s net cash balance at the closing of the merger will generally be equal to the amount of cash, cash equivalents, short-term and long-term investments, net accounts receivable and restricted cash as of the date of the closing and determined in a manner substantially consistent with the manner in which each such item was determined for NitroMed’s then most recent consolidated balance sheets filed with the SEC, minus NitroMed’s accounts payable and accrued expenses, contractual obligations, restructuring accruals, certain insurance obligations, change in control payments and certain other similar payments arising as a result of merger, unpaid taxes and payments to its advisors in connection with the merger. For a more detailed description of the calculation of NitroMed’s net cash balance at the closing of the merger, see “The Merger Agreement — Merger Consideration and Adjustment” on page 117 of this joint proxy statement/prospectus.

The items that will constitute NitroMed’s net cash balance at the closing of the merger are subject to a number of factors, many of which are outside of NitroMed’s control. For a more detailed discussion of the different exchange ratios at different net cash balances of NitroMed at the closing of the merger for the different classes, and series of Archemix capital stock, see “The Merger Agreement — Merger Consideration and Adjustment” on page 117 of this joint proxy statement/prospectus. If NitroMed’s net cash at closing is below $34.5 million, based on the manner of calculating net cash pursuant to the merger agreement, NitroMed would be unable to satisfy a closing condition for the merger, and Archemix could elect to terminate the merger agreement or Archemix could elect to proceed with the merger at exchange ratios adjusted upward to reflect the lower net cash at closing.

No fractional shares of NitroMed common stock will be issued in connection with the merger. Instead, each Archemix stockholder who would otherwise be entitled to receive a fraction of a share of NitroMed common stock, after aggregating all fractional shares of NitroMed common stock issuable to such stockholder, will be entitled to receive in cash the dollar amount, rounded to the nearest whole cent, without interest, determined by multiplying such fraction by the closing price of a share of NitroMed common stock as quoted on The NASDAQ Global Market on the date the merger becomes effective.

The merger agreement provides that, at the effective time of the merger, NitroMed will deposit with an exchange agent acceptable to NitroMed and Archemix stock certificates representing the shares of NitroMed common stock issuable to the Archemix stockholders and a sufficient amount of cash to make payments in lieu of fractional shares.

The merger agreement provides that, promptly, but in no event more than five business days, after the effective time of the merger, the exchange agent will mail to each record holder of Archemix common stock and Archemix preferred stock immediately prior to the effective time of the merger a letter of transmittal and instructions for surrendering and exchanging the record holder’s Archemix stock certificates. Upon surrender of an Archemix common stock certificate or an Archemix preferred stock certificate for exchange to the exchange agent, together with a duly signed letter of transmittal, and such other documents as the exchange

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agent or NitroMed may reasonably require, the holder of the Archemix stock certificate will be entitled to receive the following:

•  a certificate representing the number of whole shares of NitroMed common stock that such holder has the right to receive pursuant to the provisions of the merger agreement;

•  cash in lieu of any fractional share of NitroMed common stock; and

•  dividends or other distributions, if any, to which they are entitled under the terms of the merger agreement.

The Archemix stock certificate surrendered will be cancelled.

At the effective time of the merger, all holders of certificates representing shares of Archemix common stock or Archemix preferred stock that were outstanding immediately prior to the effective time of the merger will cease to have any rights as stockholders of Archemix. In addition, no transfer of Archemix common stock or Archemix preferred stock after the effective time of the merger will be registered on the stock transfer books of Archemix.

If any Archemix stock certificate has been lost, stolen or destroyed, NitroMed may, in its discretion, and as a condition to the delivery of any shares of NitroMed common stock, require the owner of such lost, stolen or destroyed certificate to deliver an affidavit claiming such certificate has been lost, stolen or destroyed and post a bond indemnifying NitroMed against any claim suffered by NitroMed related to the lost, stolen or destroyed certificate or any NitroMed common stock issued in exchange for such certificate as NitroMed may reasonably request.

From and after the effective time of the merger, until it is surrendered, each certificate that previously evidenced Archemix common stock or Archemix preferred stock will be deemed to represent only the right to receive shares of NitroMed common stock and cash in lieu of any fractional share of NitroMed common stock. NitroMed will not pay dividends or other distributions on any shares of NitroMed common stock to be issued in exchange for any unsurrendered Archemix stock certificate until the Archemix stock certificate is surrendered as provided in the merger agreement.

Effective Time of the Merger

The merger agreement requires the parties to consummate the merger after all of the conditions to the consummation of the merger contained in the merger agreement are satisfied or waived, including the consummation of the asset sale, the adoption of the merger agreement by the stockholders of Archemix and the approval of the issuance of shares of NitroMed common stock pursuant to the merger by the stockholders of NitroMed. The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed by NitroMed and Archemix and specified in the certificate of merger. However, neither NitroMed nor Archemix can predict the exact timing of the consummation of the merger.

Regulatory Approvals

Neither NitroMed nor Archemix is required to make any filings or to obtain approvals or clearances from any antitrust regulatory authorities in the United States or other countries to consummate the merger. In the United States, NitroMed must comply with applicable federal and state securities laws and NASDAQ rules and regulations in connection with the issuance of shares of NitroMed’s common stock in the merger, including the filing with the SEC of this joint proxy statement/prospectus. As of the date hereof, the registration statement has not become effective. NitroMed has filed an initial listing application with The NASDAQ Global Market pursuant to NASDAQ’s “reverse merger” rules for the re-listing of NitroMed’s common stock in connection with the merger and to effect the initial listing of NitroMed’s common stock issuable in connection with the merger or upon exercise of Archemix’s outstanding stock options or warrants.

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Material United States Federal Income Tax Consequences of the Merger

The following discussion summarizes the material United States federal income tax considerations of the merger that are expected to apply generally to Archemix stockholders upon an exchange of their Archemix common or preferred stock for NitroMed common stock in the merger. This summary is based upon current provisions of the Internal Revenue Code of 1986, as amended, or the Code, existing Treasury Regulations and current administrative rulings and court decisions, all of which are subject to change and to differing interpretations, possibly with retroactive effect.

This summary only applies to an Archemix stockholder that is a “U.S. person,” defined to include:

•  a citizen or resident of the United States;

•  a corporation created or organized in or under the laws of the United States, or any political subdivision thereof (including the District of Columbia);

•  an estate the income of which is subject to United States federal income taxation regardless of its source;

•  a trust if either:

•  a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust, or

•  the trust has a valid election in effect to be treated as a United States person for United States federal income tax purposes.

Any Archemix stockholder other than a “U.S. person” as so defined is, for purposes of this discussion, a “non-U.S. person.” If a partnership holds Archemix common or preferred stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Archemix common or preferred stock, you should consult your tax advisor.

This summary assumes that Archemix stockholders hold their shares of Archemix common or preferred stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). No attempt has been made to comment on all United States federal income tax consequences of the merger that may be relevant to particular holders, including holders:

•  who are subject to special treatment under United States federal income tax rules such as dealers in securities, financial institutions, non-U.S. persons, mutual funds, regulated investment companies, real estate investment trusts, insurance companies, employees of Archemix who will become employees of NitroMed, or tax-exempt entities;

•  who are subject to the alternative minimum tax provisions of the Code;

•  who acquired their shares in connection with stock option or stock purchase plans or in other compensatory transactions;

•  who hold their shares as part of an integrated investment such as a hedge or as part of a hedging, straddle or other risk reduction strategy; or

•  who do not hold their shares as capital assets.

In addition, the following discussion does not address the tax consequences of the merger under state, local and foreign tax laws. Furthermore, the following discussion does not address any of the:

•  tax consequences of transactions effectuated before, after or at the same time as the merger, whether or not they are in connection with the merger, including, without limitation, transactions in which Archemix shares are acquired or NitroMed shares are disposed of;

•  tax consequences of the receipt of NitroMed shares other than in exchange for Archemix shares; or

•  tax implications of a failure of the merger to qualify as a reorganization.

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Accordingly, holders of Archemix common and preferred stock are advised and expected to consult their own tax advisers regarding the federal income tax consequences of the merger in light of their personal circumstances and the consequences of the merger under state, local and foreign tax laws.

As a condition to the consummation of the merger, Wilmer Cutler Pickering Hale and Dorr LLP and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. must render tax opinions that the merger will constitute a reorganization within the meaning of Section 368 of the Code, which we refer to as a reorganization. The tax opinions will be conditioned upon certain assumptions stated therein and will be based on the truth and accuracy, as of the completion of the merger, of certain representations and other statements to be made by NitroMed and Archemix in certificates to be delivered to counsel. If any such representations and other statements made in such certificates are inaccurate, then the tax opinions may not be valid.

No ruling from the Internal Revenue Service, or IRS, has been or will be requested in connection with the merger. In addition, stockholders of Archemix should be aware that the tax opinions discussed in this section are not binding on the IRS, and the IRS could adopt a contrary position and a contrary position could be sustained by a court.

It is intended that the merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, the following material United States federal income tax consequences will result:

•  NitroMed, merger sub and Archemix will not recognize any gain or loss solely as a result of the merger;

•  stockholders of Archemix will not recognize any gain or loss upon the receipt of solely NitroMed common stock for their Archemix common or preferred stock, other than with respect to cash received in lieu of fractional shares of NitroMed common stock;

•  the aggregate tax basis of the shares of NitroMed common stock received by an Archemix stockholder in the merger (including any fractional share deemed received) will be equal to the aggregate tax basis of the shares of Archemix common and preferred stock surrendered in exchange therefor;

•  the holding period of the shares of NitroMed common stock received by an Archemix stockholder in the merger will include the holding period of the shares of Archemix common and preferred stock surrendered in exchange therefor;

•  generally, cash payments received by Archemix stockholders in lieu of fractional shares will be treated as if such fractional shares of NitroMed common stock were issued in the merger and then sold. A stockholder of Archemix who receives such cash will recognize gain or loss equal to the difference, if any, between such stockholder’s basis in the fractional share and the amount of cash received; and

•  such gain or loss will be capital gain or loss, and generally will constitute long-term capital gain or loss if the stockholder’s holding period in the shares surrendered is more than one year as of the effective time of the merger. Net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) will be subject to tax at reduced rates for non-corporate stockholders who receive cash. The deductibility of capital losses is subject to various limitations for corporate and non-corporate holders.

For purposes of the above discussion of the bases and holding periods for shares of Archemix common or preferred stock and NitroMed common stock, stockholders who acquired different blocks of Archemix common or preferred stock and NitroMed common stock at different times for different prices must calculate their gains and losses and holding periods separately for each identifiable block of such stock exchanged, converted, cancelled, or received in the merger.

Archemix stockholders are required to attach a statement to their tax returns for the year in which the merger is consummated that contains the information listed in Treasury Regulation Section 1.368-3(b). Such statement must include the stockholder’s tax basis in the stockholder’s Archemix common or preferred stock and a description of the NitroMed common stock received.

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The above discussion does not apply to Archemix stockholders who properly perfect appraisal rights. Generally, an Archemix stockholder who perfects appraisal rights with respect to such stockholder’s shares of Archemix common or preferred stock will recognize capital gain or loss equal to the difference between such stockholder’s tax basis in such shares and the amount of cash received in exchange for such shares.

Certain noncorporate Archemix stockholders may be subject to backup withholding, at a rate of 28% for 2008, on cash received pursuant to the merger. Backup withholding will not apply, however, to an Archemix stockholder who furnishes a correct taxpayer identification number and certifies that the Archemix stockholder is not subject to backup withholding on IRS Form W-9 or a substantially similar form, or is otherwise exempt from backup withholding. If an Archemix stockholder does not provide a correct taxpayer identification number on IRS Form W-9 or a substantially similar form, the Archemix stockholder may be subject to penalties imposed by the IRS. Amounts withheld, if any, are generally not an additional tax and may be refunded or credited against the Archemix stockholder’s federal income tax liability, provided that the Archemix stockholder furnishes the required information to the IRS.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL OF THE MERGER’S POTENTIAL TAX EFFECTS. ARCHEMIX STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS, AND THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER APPLICABLE TAX LAWS.

The NASDAQ Global Market Listing

NitroMed common stock currently is listed on The NASDAQ Global Market under the symbol “NTMD.” NitroMed has agreed to use reasonable efforts to obtain approval for listing on The NASDAQ Global Market of the shares of NitroMed common stock that Archemix securityholders will be entitled to receive pursuant to the merger.

NitroMed has filed an initial listing application with The NASDAQ Global Market pursuant to NASDAQ’s “reverse merger” rules for the re-listing of NitroMed’s common stock in connection with the merger and to effect the initial listing of NitroMed’s common stock issuable in connection with the merger or upon exercise of Archemix’s outstanding stock options or warrants.

Anticipated Accounting Treatment

The merger will be accounted for as a capital transaction and not a business combination in accordance with accounting principles generally accepted in the United States. For accounting purposes, the transaction, in effect, will reflect the issuance of common stock by Archemix for the net monetary assets of NitroMed, accompanied by a recapitalization. As a result, Archemix will record the net assets of NitroMed at their fair values on the date of consummation. Neither goodwill nor intangible assets will be recognized.

Appraisal Rights

If the merger is completed, Archemix stockholders are entitled to appraisal rights under Section 262 of the Delaware General Corporation Law, or Section 262, provided that they comply with the conditions established by such Section 262.

The discussion below is not a complete summary regarding an Archemix stockholder’s appraisal rights under Delaware law and is qualified in its entirety by reference to the text of the relevant provisions of Delaware law, which are attached to this joint proxy statement/prospectus as Annex B. Stockholders intending to exercise appraisal rights should carefully review Annex B. Failure to follow precisely any of the statutory procedures set forth in Annex B may result in a termination or waiver of these rights.

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A record holder of shares of Archemix capital stock who makes the demand described below with respect to such shares, who continuously is the record holder of such shares through the effective time of the merger, who otherwise complies with the statutory requirements of Section 262 and who neither votes in favor of the merger nor consents thereto in writing will be entitled to an appraisal by the Delaware Court of Chancery, or the Delaware Court, of the fair value of his, her or its shares of Archemix capital stock in lieu of the consideration that such stockholder would otherwise be entitled to receive pursuant to the merger agreement. All references in this summary of appraisal rights to a “stockholder” or “holders of shares of Archemix capital stock” are to the record holder or holders of shares of Archemix capital stock. Except as set forth herein, stockholders of Archemix will not be entitled to appraisal rights in connection with the merger.

Under Section 262, where a merger is to be submitted for approval at a meeting of stockholders, such as the Archemix special meeting, not less than 20 days prior to the meeting, a constituent corporation must notify each of the holders of its stock for whom appraisal rights are available that such appraisal rights are available and include in each such notice a copy of Section 262. This joint proxy statement/prospectus shall constitute such notice to the record holders of Archemix capital stock.

Stockholders who desire to exercise their appraisal rights must satisfy all of the conditions of Section 262. Those conditions include the following:

•  Stockholders electing to exercise appraisal rights must not vote “for” the adoption of the merger agreement. Voting “for” the adoption of the merger agreement will result in the waiver of appraisal rights. Also, because a submitted proxy not marked “against” or “abstain” will be voted “for” the proposal to adopt the merger agreement, the submission of a proxy not marked “against” or “abstain” will result in the waiver of appraisal rights.

•  A written demand for appraisal of shares must be filed with Archemix before the taking of the vote on the merger agreement at the special meeting. The written demand for appraisal should specify the stockholder’s name and mailing address, and that the stockholder is thereby demanding appraisal of his or her Archemix capital stock. The written demand for appraisal of shares is in addition to and separate from a vote against the merger agreement or an abstention from such vote. That is, failure to return your proxy, voting against, or abstaining from voting on, the merger will not satisfy your obligation to make a written demand for appraisal.

•  A demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder’s name appears on the stock certificate. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, this demand must be executed by or for the fiduciary. If the shares are owned by or for more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record. However, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. A person having a beneficial interest in Archemix capital stock held of record in the name of another person, such as a broker or nominee, must act promptly to cause the record holder to follow the steps summarized below in a timely manner to perfect whatever appraisal rights the beneficial owners may have.

•  A stockholder who elects to exercise appraisal rights should mail or deliver his, her or its written demand to Archemix at 300 Third Street, Cambridge, Massachusetts 02142, Attention: Chief Financial Officer.

Within ten days after the effective time of the merger, Archemix must provide notice of the effective time of the merger to all Archemix stockholders who have complied with Section 262 and have not voted in favor of the adoption of the merger agreement.

Within 120 days after the effective time of the merger, either Archemix or any stockholder who has complied with the required conditions of Section 262 may file a petition in the Delaware Court, with a copy served on Archemix in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of all dissenting stockholders. There is no present intent on the part of Archemix to file an

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appraisal petition and stockholders seeking to exercise appraisal rights should not assume that Archemix will file such a petition or that Archemix will initiate any negotiations with respect to the fair value of such shares. Accordingly, holders of Archemix capital stock who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262.

Within 120 days after the effective time of the merger, any stockholder who has satisfied the requirements of Section 262 will be entitled, upon written request, to receive from Archemix a statement setting forth the aggregate number of shares of Archemix common stock and Archemix preferred stock not voting in favor of the adoption of the merger agreement and with respect to which demands for appraisal were received by Archemix and the aggregate number of holders of such shares. Such statement must be mailed within 10 days after the stockholder’s request has been received by Archemix or within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later.

If a petition for an appraisal is timely filed and a copy thereof is served upon Archemix, Archemix will then be obligated, within 20 days after service, to file with the Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to stockholders, as required by the Delaware Court, at the hearing on such petition, the Delaware Court will determine which stockholders are entitled to appraisal rights. The Delaware Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such stockholder. Where proceedings are not dismissed, the Delaware Court will appraise the shares of Archemix capital stock owned by such stockholders, determining the fair value of such shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value.

Although the board of directors of Archemix believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration they would receive pursuant to the merger agreement. Moreover, Archemix does not anticipate offering more than the merger consideration to any stockholder exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Archemix capital stock is less than the merger consideration. In determining “fair value,” the Delaware Court is required to take into account all relevant factors. The cost of the appraisal proceeding, which does not include attorneys’ or experts’ fees, may be determined by the Delaware Court and taxed against the dissenting stockholder and/or Archemix as the Delaware Court deems equitable in the circumstances. Each dissenting stockholder is responsible for his or her attorneys’ and expert witness expenses, although, upon application of a dissenting stockholder, the Delaware Court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares of stock entitled to appraisal.

Any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after the effective time of the merger, be entitled to vote for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the effective time of the merger.

At any time within 60 days after the effective time of the merger, any stockholder will have the right to withdraw his, her or its demand for appraisal and to accept the terms offered in the merger agreement. After this period, a stockholder may withdraw his, her or its demand for appraisal and receive payment for his, her or its shares as provided in the merger agreement only with the consent of Archemix. If no petition for appraisal is filed with the court within 120 days after the effective time of the merger, stockholders’ rights to appraisal, if available, will cease. Inasmuch as Archemix has no obligation to file such a petition, any

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stockholder who desires a petition to be filed is advised to file it on a timely basis. Any stockholder may withdraw such stockholder’s demand for appraisal by delivering to Archemix a written withdrawal of his, her or its demand for appraisal and acceptance of the merger consideration, except (i) that any such attempt to withdraw made more than 60 days after the effective time of the merger will require written approval of Archemix and (ii) that no appraisal proceeding in the Delaware Court shall be dismissed as to any stockholder without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just.

Failure by any Archemix stockholder to comply fully with the procedures described above and set forth in Annex B to this joint proxy statement/prospectus may result in termination of such stockholder’s appraisal rights. In view of the complexity of exercising appraisal rights under Delaware law, any Archemix stockholder considering exercising these rights should consult with legal counsel.

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THE MERGER AGREEMENT

NitroMed and Archemix entered in into the merger agreement on November 18, 2008. The full text of this agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference into this joint proxy statement/prospectus. NitroMed and Archemix urge you to read the merger agreement in its entirety for a more complete description of the terms and conditions of the merger and related matters.

The representations and warranties described below and included in the merger agreement were made by NitroMed and Archemix to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the merger agreement and may be subject to important qualifications and limitations agreed to by NitroMed and Archemix in connection with negotiating the terms of the merger agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between NitroMed and Archemix rather than establishing matters as facts. The merger agreement is described in this joint proxy statement/prospectus and included as Annex A only to provide you with information regarding the terms and conditions of the merger agreement, and not to provide any other factual information regarding NitroMed, Archemix or their respective businesses. Accordingly, you should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about NitroMed or Archemix, and you should read the information provided elsewhere in this joint proxy statement/prospectus for information regarding NitroMed and its business. See “Where You Can Find More Information” beginning on page 339 of this joint proxy statement/prospectus.

General

Under the merger agreement, merger sub, a wholly owned subsidiary of NitroMed formed by NitroMed in connection with the merger, will merge with and into Archemix. After completion of the merger, Archemix will be a wholly owned subsidiary of NitroMed and NitroMed will operate thereafter under the name “Archemix Corp.” Pursuant to the merger agreement, subject to adjustment as described below, Archemix securityholders will be entitled to receive shares of, and options and warrants to purchase shares of, NitroMed common stock equal in the aggregate to approximately 70% of the fully-diluted shares of the combined company, with existing NitroMed securityholders holding or being entitled to receive the remaining 30% of the fully-diluted shares of the combined company.

The closing of the merger will occur no later than the fifth business day after the last of the conditions to the merger has been satisfied or waived, or at another time as Archemix and NitroMed agree. However, because the merger is subject to a number of conditions, neither NitroMed nor Archemix can predict exactly when the closing will occur or if it will occur at all.

Merger Consideration and Adjustment

As a result of the merger, Archemix stockholders, together with the holders of options and warrants to purchase shares of capital stock of Archemix and Archemix employees who receive retention options, will be entitled to receive shares of NitroMed common stock and options and warrants to purchase shares of NitroMed capital stock equal to approximately 70% of the shares of the fully-diluted shares of the combined company. This percentage assumes that NitroMed’s net cash balance, as calculated pursuant to the merger agreement, at the closing of the merger is equal to $45 million and that Archemix’s cash and cash equivalent balance at closing is at least $30 million. The exact ownership percentages will be determined in accordance with a formula that takes into account both NitroMed’s actual net cash balance and Archemix’s cash and cash equivalents at closing and will not be calculated until that time.

Assuming that NitroMed’s net cash balance is equal to $45 million at the closing of the merger and Archemix’s cash and cash equivalents are at least $30 million, the exchange ratios for the different classes and

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series of Archemix capital stock will be as follows, subject, in each case, to adjustment to account for the reverse stock split:

•  each share of Archemix common stock will entitle the holder to receive 0.5120 shares of NitroMed common stock;

•  each share of Archemix Series A preferred stock will entitle the holder to receive 0.8001 shares of NitroMed common stock;

•  each share of Archemix Series B preferred stock will entitle the holder to receive 0.8001 shares of NitroMed common stock; and

•  each share of Archemix Series C preferred stock will entitle the holder to receive 0.5120 shares of NitroMed common stock.

Archemix encourages its stockholders to obtain current market quotations of NitroMed common stock.

The merger agreement provides that the exchange ratios for Archemix’s capital stock are subject to upward and downward adjustment based on NitroMed’s net cash balance, as calculated pursuant to the merger agreement, at the closing of the merger and Archemix’s cash and cash equivalents at the earlier of the March 31, 2009 or the closing of the merger. NitroMed’s net cash balance at the closing of the merger will generally be equal to the amount of cash, cash equivalents, short-term and long-term investments, net accounts receivable and restricted cash as of the date of the closing and determined for NitroMed in a manner substantially consistent with the manner in which each such item was determined for NitroMed’s then most recent consolidated balance sheets filed with the SEC, minus NitroMed’s accounts payable and accrued expenses, contractual obligations, restructuring accruals, certain insurance obligations, change of control payments and certain other similar payments arising as a result of the merger, unpaid taxes and payments to its advisors in connection with the merger. The items listed above that will constitute NitroMed’s net cash balance at the closing of the merger are subject to a number of factors, many of which are outside of NitroMed’s control. If NitroMed’s net cash at closing is below $34.5 million, based on the manner of calculating net cash pursuant to the merger agreement, NitroMed would be unable to satisfy a closing condition for the merger, and Archemix could elect to terminate the merger agreement or Archemix could elect to proceed with the merger at the exchange ratios outlined in the table below for NitroMed’s net cash at closing below $34.5 million.

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The following table illustrates the exchange ratio for each class and series of Archemix capital stock at various net cash balances of NitroMed at the closing of the merger and also illustrates the adjustments if Archemix’s cash and cash equivalents are at least $30 million or below $30 million.

		If Archemix Cash and Cash Equivalents					If Archemix Cash and Cash Equivalents
NitroMed’s Net		is at Least $30 Million					is Below $30 Million
Cash At				Exchange					Exchange
Closing As				Ratio for			Exchange		Ratio for
Calculated		Exchange		Series C		Pro Forma	Ratio for		Series C		Pro Forma
Pursuant to the		Ratio for		Preferred		Ownership of	Series A		Preferred		Ownership of
Merger		Series A and B		Stock and		Combined	and B		Stock and		Combined
Agreement		Preferred		Common		Company	Preferred		Common		Company
(In millions)(1)		Stock		Stock		Archemix/NitroMed	Stock		Stock		Archemix/NitroMed
$	34.5		0.95631		0.61201	73.6%/26.4%		0.87497		0.55996	71.8%/28.2%
$	36.0		0.93036		0.59541	73.1%/26.9%		0.85320		0.54602	71.3%/28.7%
$	37.5		0.90579		0.57968	72.5%/27.5%		0.83249		0.53277	70.8%/29.2%
$	39.0		0.88248		0.56476	72.0%/28.0%		0.81276		0.52014	70.3%/29.7%
$	40.5		0.86034		0.55059	71.5%/28.5%		0.79394		0.50810	69.8%/30.2%
$	42.0		0.83928		0.53711	71.0%/29.0%		0.77597		0.49660	69.4%/30.6%
$	43.5		0.81923		0.52428	70.5%/29.5%		0.75880		0.48561	68.9%/31.1%
$	45.0		0.80011		0.51205	70.0%/30.0%		0.74237		0.47510	68.4%/31.6%

(1) For purposes of determining the applicable exchange ratios above, net cash will be calculated in accordance with the merger agreement.

Amendments to NitroMed’s Certificate of Incorporation

The merger agreement provides that NitroMed’s stockholders must approve, as a condition to closing the merger, an amendment to NitroMed’s certificate of incorporation to effect a reverse stock split of NitroMed common stock, which requires the affirmative vote of holders of a majority of the outstanding common stock on the NitroMed record date for the NitroMed special meeting. Upon the effectiveness of the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split, the outstanding shares of NitroMed common stock immediately prior to the effective time of such amendment will be reclassified and combined into a smaller number of shares such that one share of NitroMed common stock will be issued for a specified number of shares, which shall be greater than one and equal or less than 50 shares of outstanding NitroMed common stock, with the exact number within the range to be determined by the NitroMed board of directors prior to the effective time of such amendment and will be publicly announced by NitroMed. As applicable NASDAQ initial listing standards require NitroMed to have, among other things, a $5.00 per share minimum bid price, the reverse stock split is necessary in order to consummate the merger.

Stockholders of record of NitroMed common stock on the record date for the NitroMed special meeting will be also be asked to approve the amendment to NitroMed’s certificate of incorporation to change the name of the corporation from “NitroMed, Inc.” to “Archemix Corp.” upon consummation of the merger.

Conditions to the Completion of the Merger

Each party’s obligation to complete the merger is subject to the satisfaction or waiver by each of the parties, at or prior to the effective time of the merger, of various conditions, which include the following:

•  the registration statement on Form S-4, of which this joint proxy statement/prospectus is a part, must have been declared effective by the SEC in accordance with the Securities Act and must not be subject to any stop order or proceeding, or any proceeding threatened by the SEC, seeking a stop order;

•  there must not have been issued any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the merger, and no law, statute, rule, regulation, ruling or decree shall be in effect which has the effect of making the consummation of the merger illegal;

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•  stockholders of Archemix must adopt the merger agreement, and stockholders of NitroMed must approve the asset sale (if not previously approved at a separate meeting of NitroMed stockholders), approve the issuance of NitroMed common stock pursuant to the merger and the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split;

•  any governmental authorization or other consent required to be obtained by any of the parties to the merger agreement under any applicable antitrust or competition law or regulation or other legal requirement shall have been obtained and shall remain in full force and effect; and

•  the existing shares of NitroMed common stock shall have been continually listed on The NASDAQ Global Market, and NitroMed shall have caused the shares of NitroMed common stock that Archemix securityholders will be entitled to receive pursuant to the merger to be approved for listing on The NASDAQ Global Stock Market following the closing of the merger.

In addition, each party’s obligation to complete the merger is further subject to the satisfaction or waiver by that party of the following additional conditions:

•  all representations and warranties of the other party in the merger agreement being true and correct on the date of the merger agreement and on the closing date of the merger with the same force and effect as if made on the date on which the merger is to be completed or, if such representations and warranties address matters as of a particular date, then as of that particular date, except where the failure of these representations and warranties to be true and correct, disregarding any materiality qualifications, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the party making the representations and warranties;

•  the other party to the merger agreement having performed or complied with in all material respects all covenants and obligations required to be performed or complied with by it on or before the closing of the merger; and

•  the other party having delivered the documents required under the merger agreement for the closing of the merger, including third party consents, good standing certificates, and certificates from certain of its officers.

In addition, the obligation of NitroMed and the merger sub to complete the merger is further subject to the satisfaction or waiver of the following conditions:

•  NitroMed shall have received the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. or Wilmer Cutler Pickering Hale and Dorr LLP to the effect that the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which is referred to herein as the Code.

In addition, the obligation of Archemix to complete the merger is further subject to the satisfaction or waiver of the following conditions:

•  NitroMed shall have at least $34.5 million in net cash at closing, as calculated pursuant to the merger agreement;

•  the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split shall have become effective under the Delaware General Corporation Law;

•  Archemix shall have received the opinion of Wilmer Cutler Pickering Hale and Dorr LLP or Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. to the effect that the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of Code; and

•  NitroMed shall have completed the asset sale.

No Solicitation

Prior to the consummation of the merger or the termination of the merger agreement in accordance with its terms, each of Archemix and NitroMed agreed that, except as described below, Archemix and NitroMed

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and any of their respective subsidiaries will not, nor will either party authorize or permit any of the officers, directors, investment bankers, attorneys or accountants retained by it or any of its subsidiaries, and it will use its commercially reasonable efforts to cause its and its subsidiaries’ non-officer employees and other agents not to, and will not authorize any of them to, directly or indirectly:

•  solicit, initiate, encourage, induce or knowingly facilitate the communication, making, submission or announcement of, any “acquisition proposal,” as defined below, or inquiry, indication of interest or request for information that could reasonably be expected to lead to an acquisition proposal;

•  furnish to any person any information with respect to it in connection with or in response to an acquisition proposal or inquiry, indication of interest or request for information that could reasonably be expected to lead to an acquisition proposal;

•  engage in discussions or negotiations with respect to any acquisition proposal or inquiry, indication of interest or request for information that could reasonably be expected to lead to an acquisition proposal;

•  approve, endorse or recommend an acquisition proposal; or

•  execute or enter into any letter of intent or similar document or any contract contemplating or otherwise relating to an acquisition proposal.

An “acquisition proposal” means any offer or proposal with respect to an “acquisition transaction,” as defined below, other than with respect to the potential sale by NitroMed of its operating assets or the entry into specified transactions by Archemix.

An “acquisition transaction” means the following:

•  any merger, consolidation, amalgamation, share exchange, business combination, issuance or acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or similar transaction (1) in which Archemix, NitroMed or merger sub is a constituent corporation, (2) in which any individual, entity, governmental entity, or “group,” as defined under applicable securities laws, directly or indirectly acquires beneficial or record ownership of securities representing more than 15% of the outstanding securities of any class of voting securities of Archemix, NitroMed or merger sub or any of their subsidiaries or (3) in which Archemix, NitroMed or merger sub or any of their subsidiaries issues securities representing more than 15% of the outstanding voting securities of any class of voting securities of such party or any of its subsidiaries;

•  any sale, lease, exchange, transfer, license, acquisition or disposition of any business or assets that constitute 15% or more of the consolidated net revenues, net income or book value of the assets of or fair market value of the assets of Archemix, NitroMed or merger sub and their subsidiaries, taken as a whole; and

•  any liquidation or dissolution of Archemix, NitroMed or merger sub.

Notwithstanding the foregoing, any transaction or series of transactions involving any of the foregoing circumstances which relate to the asset sale or the NO divestiture will not be deemed an acquisition transaction nor will any specified transaction by Archemix prior to the signing of the merger agreement.

However, before obtaining the applicable Archemix or NitroMed stockholder approvals required to consummate the merger, each party may furnish information regarding such party to, and may enter into discussions or negotiations with, any third party in response to a “superior offer,” as defined below, or a bona fide, unsolicited written acquisition proposal made or received after the date of the merger agreement that is reasonably likely to result in a “superior offer” that is submitted to that party if:

•  neither such party nor any representative of such party has breached the no solicitation provisions of the merger agreement described above;

•  that party’s board of directors concludes in good faith, based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of the fiduciary duties of such board of directors under applicable legal requirements;

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•  that party gives the other party at least three business days’ prior notice of the identity of the third party and of that party’s intention to furnish information to, or enter into discussions or negotiations with, such third party before furnishing any information or entering into discussions or negotiations with such person;

•  that party receives from the third party an executed confidentiality agreement containing provisions at least as favorable to such party as those contained in the confidentiality agreement between Archemix and NitroMed; and

•  at least three business days prior to the furnishing of any information to a third party, that party furnishes the same information to the other party to the extent not previously furnished.

A “superior offer” means an unsolicited, bona fide written offer made by a third party to enter into (1) a merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction as a result of which either (A) the party’s stockholders prior to such transaction in the aggregate cease to own at least 50% of the voting securities of the entity surviving or resulting from such transaction, or the ultimate parent entity thereof, or (B) in which a person or “group,” as defined under applicable securities laws, directly or indirectly acquires beneficial or record ownership of securities representing 50% or more of the party’s capital stock or (2) a sale, lease, exchange transfer, license, acquisition or disposition of any business or other disposition of at least 50% of the assets of the party or its subsidiaries, taken as a whole, in a single transaction or a series of related transactions that: (x) was not obtained or made as a direct or indirect result of a breach of the merger agreement, and (y) is on terms and conditions that the board of directors of the party receiving the offer determines in its good faith judgment, after obtaining and taking into account such matters as its board of directors deems relevant following consultation with its outside legal counsel and financial advisor:

•  is more favorable, from a financial point of view, to that party’s stockholders than the terms of the merger; and

•  is reasonably capable of being consummated.

An offer will not be a superior offer if (1) any financing required to consummate the transaction contemplated by such offer is not committed, unless the board of directors of the applicable party determines in good faith that any required financing is reasonably capable of being obtained by such third party or (2) if the consummation of such transaction is contingent on any such financing being obtained.

The merger agreement also provides that each party will promptly advise the other of the status and terms of, and keep the other party fully informed with respect to, any acquisition proposal or any inquiry, indication of interest or request for information that could reasonably be expected to lead to an acquisition proposal or any change or proposed change to that acquisition proposal or inquiry, indication of interest or request for information.

The merger agreement contemplates that NitroMed may engage in discussions to sell or otherwise dispose of, through one or more strategic transactions, its various operating assets to one or more organizations, and otherwise complete such strategic transactions and has generally excepted any such discussions and strategic transactions from the prohibitions described above in this section entitled “The Merger Agreement — No Solicitation.”

Meetings of Stockholders

NitroMed is obligated under the merger agreement to call, give notice of and hold the NitroMed special meeting for purposes of considering the issuance of shares of NitroMed common stock pursuant to the merger, and the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split.

Archemix is obligated under the merger agreement to call, give notice of and hold the Archemix special meeting for purposes of considering the adoption of the merger agreement.

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Covenants; Conduct of Business Pending the Merger

Archemix agreed that it will conduct its business in the ordinary course in accordance with past practices and in compliance with all applicable laws, regulations, and certain contracts, and to take other agreed-upon actions. Archemix also agreed that, subject to certain limited exceptions, without the consent of NitroMed, it would not, during the period prior to closing of the merger:

•  declare, accrue, set aside or pay any dividends or make any other distributions in respect of any shares of its capital stock or repurchase any securities;

•  sell, issue or grant any securities, including options and warrants;

•  amend or waive any rights under, or permit the acceleration of vesting under, any stock option plan, stock option or warrant agreement, restricted stock purchase agreement, or other contract relating to any equity award;

•  modify its certificate of incorporation or bylaws or effect or become a party to any merger, consolidation, recapitalization, reclassification, stock split or similar transaction;

•  form any subsidiary or acquire equity or other interests in another entity;

•  make aggregate capital expenditures in excess of $500,000;

•  enter into any contract having a value in excess of $500,000, or amend or terminate any contract, or waive any right or remedy under any contract other than in the ordinary course of business consistent with past practices;

•  acquire, lease or license any right or asset or sell, dispose of, lease or license any right or asset or waive or relinquish any right except immaterial rights or assets in the ordinary course of business consistent with past practices;

•  write off as uncollectible, or establish any extraordinary reserve with respect to, any account receivable or other indebtedness;

•  pledge or encumber any assets, except for pledges of immaterial assets made in the ordinary course of business consistent with past practices;

•  lend money to any person, incur or guarantee indebtedness in the aggregate in excess of $100,000, or issue or sell any debt securities or options, warrants, calls or other similar rights to acquire any debt securities;

•  establish or adopt any employee benefit plan, pay any bonus or make any profit sharing, incentive compensation or similar payment to or increase the wages, salary or fringe benefits or other compensation of any of its directors, officers or employees with an annual salary in excess of $200,000, or hire a new employee having an annual salary in excess of $200,000;

•  change any of its personnel policies or other business policies, or any of its methods of accounting or accounting practices in any respect;

•  make any material tax election;

•  threaten, commence or settle any legal proceeding;

•  enter into any transaction or take any other action outside the ordinary course of business consistent with past practices, other than the transactions contemplated by the merger agreement;

•  pay, discharge or satisfy any claim, liability or obligation, other than non-material amounts in the ordinary course of business consistent with past practices, or as required by any contract or legal requirement; or

•  agree or commit to take any of these restricted actions.

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NitroMed agreed that it will conduct its business in the ordinary course consistent with past practices and in compliance with all applicable laws, regulations and certain contracts, and to take other agreed-upon actions. NitroMed also agreed that, subject to certain limited exceptions, without the consent of Archemix, it would not, during the period prior to the closing of the merger:

•  declare, accrue, set aside or pay any dividends or make any other distributions in respect of any shares of its capital stock or repurchase any securities;

•  sell, issue or grant any securities, including options and warrants;

•  amend or waive any rights under, or permit the acceleration of vesting under, any stock option plan, stock option or warrant agreement, restricted stock purchase agreement, or other contract relating to any equity award;

•  modify its certificate of incorporation or bylaws or effect or become a party to any merger, consolidation, recapitalization, reclassification, stock split or similar transaction;

•  form any subsidiary or acquire equity or other interests in another entity;

•  make aggregate capital expenditures in excess of $100,000;

•  enter into any contract having a value in excess of $100,000, or amend or terminate any contract, or waive any right or remedy under any contract other than in the ordinary course of business consistent with past practices;

•  acquire, lease or license any right or asset or sell, dispose of, lease or license any right or asset or waive or relinquish any right, except immaterial rights or assets in the ordinary course of business consistent with past practices;

•  write off as uncollectible, or establish any extraordinary reserve with respect to, any account receivable or other indebtedness;

•  pledge or encumber its assets except for pledges of immaterial assets made in the ordinary course of business consistent with past practices;

•  lend money to any person, incur or guarantee any indebtedness in the aggregate in excess of $50,000, or issue or sell any debt securities or options, warrants, calls or other similar rights to acquire any debt securities;

•  establish or adopt any employee benefit plan, pay any bonus or make any profit sharing, incentive compensation or similar payment to or increase the wages, salary or fringe benefits or other compensation of any of its directors, officers or employees with an annual salary in excess of $175,000, or hire a new employee having an aggregate salary in excess of $100,000;

•  change any of its personnel policies or other business policies, or any of its methods of accounting or accounting practices in any respect;

•  make any material tax election;

•  threaten, commence or settle any legal proceeding;

•  enter into any transaction or take any other action outside the ordinary course of business consistent with past practices other than the transactions contemplated by the merger agreement;

•  pay, discharge or satisfy any claim, liability or obligation, other than non-material amounts in the ordinary course of business consistent with past practices, or as required by any contract or legal requirements; or

•  agree or commit to take any of these restricted actions.

The merger agreement contemplates that NitroMed may engage in discussions to sell or otherwise dispose of, through one or more strategic transactions, its various operating assets to one or more organizations, and

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otherwise complete such strategic transactions and has generally excepted any such discussions and strategic transactions from the prohibitions described above in this section entitled “The Merger Agreement — Covenants; Conduct of Business Pending the Merger.”

Other Agreements

Each of Archemix and NitroMed has agreed to use its commercially reasonable efforts to:

•  file or otherwise submit all applications, notices, reports and other documents reasonably required to be filed with a governmental entity with respect to the merger;

•  take all actions necessary to complete the merger;

•  coordinate with the other in preparing and exchanging information and promptly provide the other with copies of all filings or submissions made in connection with the merger;

•  obtain all consents, approvals or waivers reasonably required in connection with the transactions contemplated by the merger agreement;

•  lift any injunction prohibiting the merger or other transactions contemplated by the merger agreement; and

•  consult and agree with each other about any public statement either will make concerning the merger, subject to certain exceptions.

Archemix and NitroMed agreed that:

•  NitroMed will use commercially reasonable efforts to maintain the listing of its common stock on The NASDAQ Global Market and to obtain approval for listing on The NASDAQ Global Market of its common stock that Archemix securityholders will be entitled to receive pursuant to the merger;

•  for a period of six years after the merger, the combined company will indemnify each of the directors and officers of Archemix and NitroMed to the fullest extent permitted under the Delaware General Corporation Law and will maintain directors’ and officers’ liability insurance for Archemix’s and NitroMed’s directors and officers; and

•  Archemix and NitroMed will prepare and deliver to each other certain financial statements.

Termination

The merger agreement may be terminated at any time before the completion of the merger, whether before or after the required stockholder approvals to complete the merger have been obtained as set forth below:

•  by mutual written consent duly authorized by the board of directors of Archemix and NitroMed;

•  by Archemix or NitroMed, if the merger has not been completed by April 30, 2009, but this right to terminate the merger agreement will not be available to any party whose action or failure to act has been a principal cause of the failure of the merger to be completed by such date and such action or failure to act constitutes a breach of the merger agreement;

•  by Archemix or NitroMed, if a governmental entity has issued a final and nonappealable order, decree or ruling or taken any other action that permanently restrains, enjoins or otherwise prohibits the merger;

•  by Archemix or NitroMed, if the stockholders of NitroMed have not approved the asset sale, the issuance of NitroMed common stock pursuant to the merger and the amendment of NitroMed’s certificate of incorporation effecting the reverse stock split at a NitroMed special meeting or any adjournment or postponement thereof, provided that NitroMed may not terminate the merger agreement pursuant to this provision if such failure to obtain the approval of NitroMed’s stockholders was caused by the action or failure to act of NitroMed and such action or failure to act constitutes a material breach by NitroMed of the merger agreement;

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•  by Archemix or NitroMed, if the stockholders of Archemix have not adopted the merger agreement at the Archemix special meeting or any adjournment or postponement thereof, provided that Archemix may not terminate the merger agreement pursuant to this provision if such failure to obtain the approval of Archemix’s stockholders was caused by the action or failure to act of Archemix and such action or failure to act is a material breach of the merger agreement;

•  by Archemix or NitroMed, if prior to the consummation of the merger, the board of directors of the terminating party determines that a non-foreseeable material development or change (other than an acquisition proposal) has occurred and such board of directors determines in good faith that the failure to withhold, amend, withdraw or modify its recommendation is reasonably likely to result in a breach of its fiduciary duties; provided that the non-terminating party must receive three business days prior written notice before the terminating party changes its recommendation; and the terminating party pays the non-terminating party a termination fee of $1.5 million;

•  by Archemix, at any time prior to the approval of the asset sale, the issuance of the shares of NitroMed common stock pursuant to the merger and the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split by the stockholders of NitroMed, if any of the following occur, each a “NitroMed Triggering Event”:

•  NitroMed’s board of directors fails to recommend that NitroMed’s stockholders vote to approve the asset sale, the issuance of the shares of NitroMed common stock pursuant to the merger or the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split or withdraws or modifies its recommendation in a manner adverse to Archemix provided that the NitroMed board may approve another asset sale or modify the existing agreement, or approve the sale of NitroMed’s other assets, without triggering a termination right so long as it does not materially increase the liability of NitroMed under the agreement or delay the consummation of the merger beyond April 30, 2009 or impose material limitations on the conduct of NitroMed’s business,

•  NitroMed fails to include in this joint proxy statement/prospectus a recommendation to approve the issuance of the shares of NitroMed common stock pursuant to the merger or the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split,

•  NitroMed fails to hold the NitroMed special meeting within 45 days after the Registration Statement on Form S-4 of which this joint proxy statement/prospectus is a part is declared effective under the Securities Act, other than to the extent that such registration statement is subject to a stop order or proceeding, or threatened proceeding by the SEC, seeking a stop order with respect to such registration statement, in which case such 45-day period shall be tolled for so long as such stop order remains in effect or proceeding or threatened proceeding remains pending,

•  the NitroMed’s board of directors approves, endorses or recommends any acquisition proposal, as defined under “The Merger Agreement — No Solicitation,” or

•  NitroMed enters into any letter of intent or similar document or any contract relating to any acquisition proposal, as defined under “The Merger Agreement — No Solicitation,” other than a confidentiality agreement permitted pursuant to the merger agreement (each of the above clauses is referred to herein as a NitroMed Triggering Event);

•  by NitroMed, at any time prior to the adoption of the merger agreement by the stockholders of Archemix, if any of the following occur, each an “Archemix Triggering Event”:

•  the Archemix board of directors fails to recommend that Archemix’s stockholders vote to adopt the merger agreement or withdraws or modifies its recommendation in a manner adverse to NitroMed,

•  Archemix fails to include in this joint proxy statement/prospectus such recommendation,

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•  Archemix fails to hold the Archemix special meeting within 45 days after the Registration Statement on Form S-4 of which this joint proxy statement/prospectus is a part is declared effective under the Securities Act, other than to the extent that such registration statement is subject to a stop order or proceeding, or threatened proceeding by the SEC, seeking a stop order with respect to such registration statement, in which case such 45-day period shall be tolled for so long as such stop order remains in effect or proceeding or threatened proceeding remains pending,

•  the Archemix board of directors approves, endorses or recommends any acquisition proposal, as defined under “The Merger Agreement — No Solicitation,” or

•  Archemix enters into any letter of intent or similar document or any contract relating to any acquisition proposal, as defined under “The Merger Agreement — No Solicitation,” other than a confidentiality agreement permitted pursuant to the merger agreement (each of the above clauses is referred to herein as an “Archemix Triggering Event”).

•  by Archemix or NitroMed, if the other party has breached any of its representations, warranties, covenants or other agreements contained in the merger agreement or if any representation or warranty has become inaccurate, in either case such that the conditions to the closing of the merger would not be satisfied as of time of such breach or inaccuracy, provided that if such breach or inaccuracy is curable, then the merger agreement will not terminate pursuant to this provision as a result of a particular breach or inaccuracy until the earlier of the expiration of a 30-day period after delivery of written notice of such breach or inaccuracy and the breaching party ceasing to exercise commercially reasonable efforts to cure such breach, if such breach has not been cured,

•  by Archemix, if NitroMed does not have $34.5 million in net cash at closing or if NitroMed’s board has recommended or NitroMed has entered into a divestiture of assets other than the asset sale which would be reasonably likely to cause a delay in the completion of the merger beyond April 30, 2009 or impose increased liability or indemnification obligations on NitroMed.

Termination Fees and Expenses

Fees and Expenses payable by NitroMed

NitroMed must pay Archemix a termination fee of $1.5 million if (1) the merger agreement is terminated because NitroMed’s stockholders do not approve the asset sale, the issuance of NitroMed common stock pursuant to the merger or the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split and an acquisition proposal, as defined above under “The Merger Agreement — No Solicitation,” with respect to NitroMed was publicly announced, disclosed or otherwise communicated to the board of directors or stockholders of NitroMed prior to the NitroMed special meeting and NitroMed enters into a definitive agreement for, or consummates, an acquisition transaction, as defined above under “The Merger Agreement — No Solicitation,” within twelve months of the termination, or (2) the merger agreement is terminated by Archemix because of a NitroMed Triggering Event, as defined above under “The Merger Agreement — Termination,” or (3) the merger agreement is terminated by NitroMed, if prior to the consummation of the merger, the NitroMed board of directors determines that a non-foreseeable material development or change (other than an acquisition proposal) has occurred and determines in good faith that the failure to withhold, amend, withdraw or modify its recommendation is reasonably likely to result in a breach of its fiduciary duties; provided that Archemix must receive three business days prior written notice before NitroMed changes its recommendation. NitroMed must pay Archemix documented fees and expenses up to $1.5 million if the merger agreement is terminated because NitroMed does not have $34.5 million in net cash at closing or $500,000, if NitroMed’s board has recommended or NitroMed has entered into a divestiture of assets other than the asset sale which would be reasonably likely to cause a delay in the completion of the merger beyond April 30, 2009 or impose increased liability or indemnification obligations on NitroMed.

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Fees payable by Archemix

Archemix must pay NitroMed a termination fee of $1.5 million if (1) the merger agreement is terminated because Archemix’s stockholders do not adopt the merger agreement and an acquisition proposal, as defined above under “The Merger Agreement — No Solicitation,” with respect to Archemix was publicly announced, disclosed or otherwise communicated to the board of directors or stockholders of Archemix prior to the Archemix special meeting and Archemix enters into a definitive agreement or consummates an acquisition transaction, as defined above under “The Merger Agreement — No Solicitation,” within twelve months of the termination, or (2) the merger agreement is terminated by NitroMed because of an Archemix Triggering Event, as defined above under “The Merger Agreement — Termination,” or (3) the merger agreement is terminated by Archemix, if prior to the consummation of the merger, the board of directors of Archemix determines that a non-foreseeable material development or change (other than an acquisition proposal) has occurred and determines in good faith that the failure to withhold, amend, withdraw or modify its recommendation is reasonably likely to result in a breach of its fiduciary duties; provided that NitroMed must receive three business days prior written notice before Archemix changes its recommendation.

Representations and Warranties

The merger agreement contains customary representations and warranties of NitroMed and Archemix relating to, among other things:

•  corporate organization and power and similar corporate matters;

•  subsidiaries;

•  capital structure;

•  any conflicts or violations of each party’s agreements as a result of the merger or the merger agreement;

•  financial statements and, with respect to NitroMed, documents filed with the SEC and the accuracy of information contained in those documents;

•  any undisclosed liabilities;

•  any material changes or events;

•  with respect to Archemix, title to assets;

•  bank accounts and receivables;

•  equipment and leaseholds;

•  filing of tax returns and payment of taxes;

•  intellectual property;

•  compliance with legal requirements;

•  litigation matters;

•  any brokerage or finder’s fee or other fee or commission in connection with the merger;

•  employee benefits and related matters;

•  any liens and encumbrances;

•  environmental matters;

•  regulatory compliance;

•  insurance matters;

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•  the validity of material contracts to which the parties or their subsidiaries are a party and any violation, default or breach to such contracts;

•  authority to enter into the merger agreement and the related agreements;

•  approval by the board of directors;

•  votes required for completion of the merger and approval of the proposals that will come before each of the NitroMed special meeting and the Archemix special meeting;

•  transactions with affiliates;

•  with respect to NitroMed, the valid issuance of the shares of NitroMed common stock in the merger;

•  with respect to NitroMed, controls and procedures and related matters; and

•  with respect to NitroMed, the inapplicability of the provisions of Section 203 of the Delaware General Corporation Law to the merger.

The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the merger, but their accuracy forms the basis of one of the conditions to the obligations of Archemix and NitroMed to complete the merger.

Amendment

The merger agreement may be amended by the parties at any time, except that after the merger agreement has been adopted by the stockholders of Archemix, no amendment which by law requires further approval by the stockholders of Archemix shall be made without such further approval.

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AGREEMENTS RELATED TO THE MERGER

Archemix Stockholder Agreements

In connection with the execution of the merger agreement, holders of approximately 85% of the shares of Archemix’s outstanding capital stock have entered into agreements with NitroMed that provide, among other things, that the stockholders will vote in favor of adoption of the merger agreement and grant to NitroMed an irrevocable proxy to vote all of such stockholders’ shares of Archemix capital stock in favor of adoption of the merger agreement and against any proposal made in opposition to, or in competition with, the proposal to adopt the merger agreement. This constitutes a sufficient vote of Archemix stockholders to approve the merger. In addition, these Archemix stockholders have agreed not to transfer or otherwise dispose of any shares of NitroMed common stock that they receive in the merger for 90 days after the effective time of the merger and as to 50% of the shares they receive in the merger for 180 days after the effective time of the merger.

The Archemix stockholders and option holders that entered into the stockholder agreements with NitroMed are Atlas Venture Entrepreneurs’ Fund V, L.P., Atlas Venture Fund V, L.P., Care Capital Investments II, LP, Care Capital Offshore Investments II, LP, Excelsior Venture Partners III, L.L.C., Highland Capital Partners VI Limited Partnership, Highland Capital Partners VI-B Limited Partnership, Highland Entrepreneurs’ Fund VI Limited Partnership, International Biotechnology Trust plc, International Life Sciences Fund III (LP1), L.P., International Life Sciences Fund III (LP2), L.P., International Life Sciences Fund III Co-Investment, L.P., International Life Sciences Fund III Strategic Partners, L.P., Lumira Capital I Limited Partnership, Lumira Capital I Quebec Limited Partnership, Merck KGaA, MLII Co-Investment Fund NC Limited Partnership, POSCO Bio Ventures I, L.P., Prospect Venture Partners II, L.P., Prospect Venture Partners, L.P., Rho Management Trust I, Rho Ventures GmbH & Co. Beteiligungs KG, Rho Ventures IV (QP), L.P. and Rho Ventures IV, L.P.

NitroMed Stockholder Agreements

In connection with the execution of the merger agreement, holders of approximately 31% of NitroMed’s outstanding common stock, have entered into agreements that provide among other things, that the stockholders grant to Archemix and each of its executive officers an irrevocable proxy to vote their shares in favor of the issuance of NitroMed common stock in the merger and against any proposal made in opposition to, or in competition with, the proposal to issue NitroMed’s common stock in connection with the merger. In addition, these NitroMed stockholders have agreed not to transfer or otherwise dispose of any shares of NitroMed’s common stock that they own for 90 days after the effective time of the merger and as to 50% of the shares of NitroMed common stock that they own for 180 days after the effective time of the merger.

The NitroMed stockholders that entered into the voting agreements with Archemix are Care Capital Investments II LP, Care Capital Offshore Investments II LP, CC/Q Partners LP, CC/R Holdings LP, HealthCare Ventures V, L.P., Healthcare Ventures VI, L.P., Invus Public Equities, L.P., Rho Management Trust II, Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV, L.P. and Rho Ventures IV (QP), L.P.

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THE PROPOSED ASSET SALE BETWEEN NITROMED AND JHP

On October 22, 2008, NitroMed and JHP entered into an asset purchase agreement pursuant to which NitroMed has agreed to sell to JHP substantially all of the assets related to NitroMed’s BiDil and BiDil XR drug business. Under the terms of the asset purchase agreement, NitroMed will sell to JHP NitroMed’s BiDil and BiDil XR drug business, including intellectual property rights, trade names, certain assumed contracts, inventory, receivables and tangible personal property, and JHP will assume from NitroMed specified liabilities relating to the BiDil and BiDil XR drug business. NitroMed will retain its cash and cash equivalents and will also retain all assets associated with its nitric oxide enhancing technologies. JHP will pay NitroMed a total purchase price of $24.5 million for its assets, subject to adjustments set forth in the asset purchase agreement. The purchase price will be increased by up to $450,000 to the extent NitroMed’s accounts receivable on the closing date of the asset sale is less than its trade liabilities on the closing date and will be decreased to the extent NitroMed’s accounts receivable on the closing date is less than its trade liabilities on that date. The purchase price will also be increased by up to $1.8 million based on the net book value of NitroMed’s BiDil inventory, other than expired inventory, as of the closing date of the asset sale.

The asset purchase agreement contains customary representations, warranties and covenants of NitroMed including, among others, covenants:

•  to use reasonable commercial efforts to conduct the operations of the BiDil drug business in the ordinary course during the period between the execution of the asset purchase agreement and the completion of the asset sale;

•  not to engage in specified types of transactions during such period; and

•  not to solicit proposals relating to alternative transactions or, subject to specified exceptions, enter into discussions or provide confidential information in connection with proposals for alternative transactions.

NitroMed expects to complete the asset sale after all the conditions to the asset sale in the asset purchase agreement are satisfied or waived, including after NitroMed receives stockholder approval of that asset sale at the special meeting. NitroMed currently expects to complete the asset sale by early 2009. However, it is possible that factors outside of NitroMed’s control could require NitroMed to complete the asset sale at a later time or not to complete it at all.

The obligations of NitroMed and JHP to complete the asset sale are subject to the satisfaction or waiver of several conditions set forth in the asset purchase agreement, including the following:

•  the representations and warranties of the other party in the asset purchase agreement are true and correct as of the closing date of the asset sale except for specified exceptions;

•  the other party to the asset purchase agreement having performed or complied in all material respects with the agreements and covenants required to be performed or complied with by it as of or prior to the closing of the asset sale;

•  no action, suit or proceeding brought by a governmental entity seeking to prevent the completion of the asset sale and no judgment, order, decree or injunction enjoining or preventing the completion of the asset sale being in effect;

•  approval of the asset sale by NitroMed stockholders; and

•  the filing of a proxy statement with the SEC relating to the special meeting of NitroMed stockholders at which the asset sale will be submitted for approval.

The obligation of JHP to complete the asset sale is also subject to the absence of changes or circumstances that are materially adverse to the business, financial condition or results of operation of the BiDil and BiDil XR drug business as a whole or the assets to be sold in the asset sale, or that materially impair the ability of NitroMed to complete the sale of the assets. In addition, the obligation of NitroMed to

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complete the asset sale is subject to the absence of a material adverse effect on the ability of JHP to complete the purchase of the assets.

The asset purchase agreement provides that any or all of the conditions described above may be waived, in whole or in part. NitroMed does not currently expect to waive any material condition to the completion of the asset sale.

NitroMed has agreed to hold JHP harmless against misstatements in its representations and warranties with specified exceptions as to which the following limitations do not apply. Subject to those specified exceptions, NitroMed’s indemnification obligations for such misstatements apply only to the extent that such misstatements cause damage to JHP that exceeds, in the aggregate, 0.75% of the purchase price, or approximately $183,750 based on an assumed purchase price of $24.5 million, up to a maximum amount equal to 15% of the purchase price, or approximately $3.7 million based on an assumed purchase price of $24.5 million. To qualify for indemnification, a claim for such misstatements must generally be made within 18 months after the closing date of the asset sale. JHP will similarly indemnify NitroMed for misstatements.

NitroMed will also indemnify JHP without limitation as to time or amount against breaches of covenants and other liabilities of NitroMed not assumed by JHP. JHP will indemnify NitroMed without limitation as to time or amount against breaches of covenants and other liabilities of NitroMed that are assumed by JHP.

The asset purchase agreement provides each of NitroMed and JHP with specified termination rights. If the asset purchase agreement is terminated under circumstances specified in the asset purchase agreement, NitroMed will be required to pay JHP a termination fee equal to 3.5% of the purchase price, or approximately $857,500 based on an assumed purchase price of $24.5 million.

NitroMed’s board of directors has unanimously approved the asset sale and the asset purchase agreement and adopted resolutions recommending the requisite stockholder approval for consummation of the asset sale. NitroMed intends to seek stockholder approval of the asset sale at a separate special meeting of stockholders to be held on January 14, 2009.

About JHP

JHP Pharmaceuticals, LLC is a specialty pharmaceutical company that manufactures and sells pharmaceutical products, primarily aseptic injectable products into the hospital segment, and provides contract manufacturing of sterile products for innovator pharmaceutical companies. JHP markets 14 branded pharmaceutical products through its national sales and marketing infrastructure and contract manufactures pharmaceutical products for large proprietary pharmaceutical companies. JHP employs more than 350 staff in the USA in its manufacturing, sales and marketing and corporate areas. In August, JHP announced the acquisition of US and Canadian rights for Dantrium^® (dantrolene sodium) from Procter & Gamble. JHP is a private company wholly owned by JHP Holdings, LLC.

Important Additional Information Has Been Filed with the SEC

NitroMed has filed with the SEC and mailed to its stockholders a proxy statement in connection with the asset sale. The proxy statement contains important information about NitroMed, the asset sale and related matters. Investors and securityholders are urged to read the proxy statement as well as other documents that may be filed with the SEC carefully because they contain important information about the asset sale.

Investors and securityholders will be able to obtain free copies of the proxy statement relating to the asset sale and other documents filed with the SEC by NitroMed through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the proxy statement relating to the asset sale from NitroMed by contacting NitroMed, Inc., Attn: Corporate Secretary, 45 Hayden Avenue, Suite 3000, Lexington, Massachusetts 02421.

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NitroMed, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the asset purchase agreement relating to the asset sale. Information regarding NitroMed’s directors and executive officers is contained in NitroMed’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and its proxy statement dated April 16, 2008, which are filed with the SEC. As of December 1, 2008, NitroMed’s directors and executive officers beneficially owned approximately 16,791,805 shares, or approximately 35.2%, of NitroMed’s common stock. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement relating to the asset sale.

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MATTERS BEING SUBMITTED TO A VOTE OF NITROMED STOCKHOLDERS

NitroMed Proposal No. 1: Approval of the Issuance of Common Stock in the Merger

At the NitroMed special meeting, NitroMed stockholders will be asked to approve the issuance of NitroMed common stock pursuant to the merger agreement. Immediately following the effective time of the merger, Archemix’s securityholders will own approximately 70%, and NitroMed’s current securityholders will own approximately 30%, of NitroMed’s common stock, after giving effect to shares issuable pursuant to Archemix’s outstanding options, warrants and the retention options, and after giving effect to any shares issuable pursuant to NitroMed’s outstanding options. As further described elsewhere in this joint proxy statement/prospectus, these percentages assume that NitroMed’s net cash balance at closing is $45 million and that Archemix’s cash and cash equivalent balance at closing is at least $30 million. The exact percentages will be determined in accordance with a formula that takes into account both NitroMed’s net cash balance at closing and Archemix’s cash and cash equivalent balance at closing and will not be calculated until that time.

The terms of, reasons for and other aspects of the merger agreement, the merger and the issuance of NitroMed common stock pursuant to the merger agreement are described in detail in the other sections of this joint proxy statement/prospectus. The full text of the merger agreement is attached to this proxy statement/prospectus as Annex A.

Vote Required; Recommendation of Board of Directors

The affirmative vote of the holders of a majority of the shares of NitroMed common stock present in person or represented by proxy and voting on such matter at the NitroMed special meeting is required for approval of NitroMed Proposal No. 1.

A failure to submit a proxy card or vote at the special meeting, or an abstention, vote withheld or “broker non-vote” will have no effect on the outcome of NitroMed Proposal No. 1.

NITROMED’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NITROMED’S STOCKHOLDERS VOTE “FOR” NITROMED PROPOSAL NO. 1 TO APPROVE THE ISSUANCE OF NITROMED COMMON STOCK PURSUANT TO THE MERGER AGREEMENT.

NitroMed Proposal No. 2: Approval of the Reverse Stock Split

General

At the special meeting, NitroMed’s stockholders will be asked to approve an amendment to NitroMed’s certificate of incorporation to effect a reverse stock split of the issued and outstanding shares of NitroMed’s common stock. Upon the effectiveness of the amendment to NitroMed’s certificate of incorporation effecting the reverse stock split, the outstanding shares of NitroMed’s common stock will be reclassified and combined into a lesser number of shares such that one share of NitroMed’s common stock will be issued for specified number of shares, which shall be greater than one and equal to or less than 50, of outstanding NitroMed’s common stock, with the exact number within the range to be determined by NitroMed’s board of directors prior to the effective time of such amendment and publicly announced by NitroMed. If NitroMed Proposal 2 is approved, the reverse stock split would become effective immediately prior to the effective time of the merger. NitroMed’s board of directors may effect only one reverse stock split in connection with this NitroMed Proposal 2. NitroMed’s board of directors’ decision will be based on a number of factors, including market conditions, existing and expected trading prices for NitroMed’s common stock and the listing requirements on The NASDAQ Global Market. Even if the stockholders approve the reverse stock split, NitroMed reserves the right not to effect the reverse stock split if NitroMed’s board of directors does not deem the reverse stock split to be in the best interests of NitroMed and its stockholders. NitroMed’s board of directors may determine to effect the reverse stock split, if it is approved by the stockholders, even if the other proposals to be acted upon at the meeting are not approved, including the issuance of shares of NitroMed’s common stock in the merger.

The form of the proposed amendment to NitroMed’s certificate of incorporation to effect the reverse stock split, as more fully described below, will effect the reverse stock split but will not change the number of

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authorized shares of common stock or preferred stock, or the par value of NitroMed’s common stock or preferred stock.

Purpose

The NitroMed board of directors approved the proposal authorizing the reverse stock split for the following reasons:

•  because the initial listing standards of The NASDAQ Global Market will require NitroMed to have, among other things, a $5.00 per share minimum bid price upon the closing of the merger, the reverse stock split is necessary in order to consummate the merger;

•  the board of directors believes effecting the reverse stock split may be an effective means of avoiding a delisting of NitroMed’s common stock from The NASDAQ Global Market in the future; and

•  the board of directors believes a higher stock price may help generate investor interest in NitroMed and help NitroMed attract and retain employees.

If the reverse stock split successfully increases the per share price of NitroMed’s common stock, NitroMed’s board of directors believes this could increase trading volume in NitroMed’s common stock and facilitate future financings by NitroMed.

NASDAQ Requirements for Listing on The NASDAQ Global Market

NitroMed’s common stock is quoted on The NASDAQ Global Market under the symbol “NTMD.”

According to NASDAQ rules, an issuer must, in a case such as this, apply for initial inclusion following a transaction whereby the issuer combines with a non-NASDAQ entity, resulting in a change of control of the issuer and potentially allowing the non-NASDAQ entity to obtain a NASDAQ listing. These are referred to as NASDAQ’s “reverse merger” rules. Accordingly, the listing standards of The NASDAQ Global Market will require NitroMed to have, among other things, a $5.00 per share minimum bid price upon the effective time of the merger. Therefore, the reverse stock split may be necessary in order to consummate the merger.

Additionally, NitroMed’s board of directors believes that maintaining its listing on The NASDAQ Global Market may provide a broader market for NitroMed common stock and facilitate the use of NitroMed common stock in financing and other transactions. NitroMed’s board of directors unanimously approved the reverse stock split as a means of maintaining the share price of NitroMed common stock following the merger above $5.00 per share.

One of the effects of the reverse stock split will be to effectively increase the proportion of authorized shares which are unissued relative to those which are issued. This could result in the combined company being able to issue more shares without further stockholder approval. NitroMed currently has no plans to issue shares, other than in connection with the merger, and to satisfy obligations under NitroMed’s employee stock options from time to time as these options are exercised. The reverse stock split will not affect the number of authorized shares of NitroMed common stock, which will continue to be 65.0 million.

Potential Increased Investor Interest

On          , 2009, NitroMed common stock closed at $      per share. In approving the proposal authorizing the reverse stock split, NitroMed’s board of directors considered that NitroMed common stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. Also, the NitroMed board of directors believes that most investment funds are reluctant to invest in lower priced stocks.

There are risks associated with the reverse stock split, including that the reverse stock split may not result in an increase in the per share price of NitroMed common stock.

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NitroMed cannot predict whether the reverse stock split will increase the market price for NitroMed common stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

•  the market price per share of NitroMed common stock after the reverse stock split will rise in proportion to the reduction in the number of shares of NitroMed common stock outstanding before the reverse stock split;

•  the reverse stock split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks;

•  the reverse stock split will result in a per share price that will increase NitroMed’s ability to attract and retain employees; or

•  the market price per share will either exceed or remain in excess of the $1.00 minimum bid price as required by NASDAQ for continued listing, or that NitroMed will otherwise meet the requirements of NASDAQ for inclusion for trading on The NASDAQ Global Market.

The market price of NitroMed common stock will also be based on NitroMed’s performance and other factors, some of which are unrelated to the number of shares outstanding. If the reverse stock split is effected and the market price of NitroMed common stock declines, the percentage decline as an absolute number and as a percentage of NitroMed’s overall market capitalization may be greater than would occur in the absence of a reverse stock split. Furthermore, the liquidity of NitroMed common stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split.

Principal Effects of the Reverse Stock Split

If the stockholders approve the proposal to implement the reverse stock split and NitroMed’s board of directors implements the reverse stock split, NitroMed will amend NitroMed’s certificate of incorporation to effect the reverse stock split. The text of the form of the proposed amendment to NitroMed’s certificate of incorporation is attached to this joint proxy statement/prospectus as Annex D.

The reverse stock split will be effected simultaneously for all outstanding shares of NitroMed’s common stock. The reverse stock split will affect all of NitroMed’s stockholders uniformly and will not affect any stockholder’s percentage ownership interests in NitroMed, except to the extent that the reverse stock split results in any of NitroMed’s stockholders owning a fractional share. Common stock issued pursuant to the reverse stock split will remain fully paid and nonassessable. The reverse stock split will not affect NitroMed’s continuing to be subject to the periodic reporting requirements of the Exchange Act.

As of the effective time of the reverse stock split, NitroMed will adjust and proportionately decrease the number of shares of NitroMed’s common stock reserved for issuance upon exercise of, and adjust and proportionately increase the exercise price of, all options to acquire NitroMed’s common stock. In addition, as of the effective time of the reverse stock split, NitroMed will adjust and proportionately decrease the total number of shares of NitroMed’s common stock that may be the subject of the future grants under NitroMed’s stock option plans.

Assuming reverse stock split ratios of one-for-10, one-for-20 and one-for-30, which are ratios based on whole numbers of shares at various points of the range that NitroMed’s stockholders are being asked to approve, and assuming NitroMed’s net cash balance at closing is $45 million and Archemix’s cash and cash equivalent balance at closing is at least $30 million, the following table sets forth the number of shares of NitroMed’s common stock that would be (i) issued and outstanding, (ii) reserved for issuance and

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(iii) authorized for issuance and neither issued nor reserved for issuance, in each case, both immediately prior to the merger (but after the reverse stock split) and immediately following the merger.

									Number of Shares
									Authorized but
	Number of Shares of		Number of Shares			Number of Shares			Neither Issued nor
	Common Stock		Issued and			Reserved For			Reserved for
	Authorized		Outstanding(1)			Issuance(1)			Issuance(1)
Prior to the Reverse Stock Split and Closing of the Merger:		65,000,000		46,076,551			7,619,679			11,303,770
After Assumed 10:1 Reverse Stock Split but Before Closing of the Merger:		65,000,000		4,607,655			761,968			59,630,377
After Assumed 20:1 Reverse Stock Split but Before Closing of the Merger:		65,000,000		2,303,828			380,984			62,315,188
After Assumed 30:1 Reverse Stock Split but Before Closing of the Merger:		65,000,000		1,535,885			253,989			63,210,126
After Assumed 10:1 Reverse Stock Split and Issuance of Shares Following Closing of the Merger:		65,000,000		15,702,597	(2)		1,983,493	(3)		47,313,910
After Assumed 20:1 Reverse Stock Split and Issuance of Shares Following Closing of the Merger:		65,000,000		7,851,299	(2)		991,747	(3)		56,156,954
After Assumed 30:1 Reverse Stock Split and Issuance of Shares Following Closing of the Merger:		65,000,000		5,234,199	(2)		661,164	(3)		59,104,637

(1)	These estimates assume 46,076,551 shares of NitroMed common stock issued and outstanding immediately prior to the closing of the merger which was the number of shares issued and outstanding as of December 1, 2008. These estimates also assume that NitroMed’s net cash at closing, as calculated pursuant to the merger agreement, will be $45 million and that Archemix’s cash and cash equivalents, as calculated pursuant to the merger agreement will be at least $30 million.
(2)	This assumes 46,076,551 shares of NitroMed common stock issued and outstanding immediately prior to the closing of the merger and 110,949,419 shares of NitroMed common stock that Archemix stockholders will be entitled to receive in connection with the merger.
(3)	This assumes (A) 7,619,679 shares of NitroMed common stock reserved for issuance for the exercise of options to purchase shares of NitroMed common stock outstanding immediately prior to the closing of the merger and (B) 12,215,254 shares of NitroMed common stock reserved for issuance for the exercise of options and warrants to purchase shares of NitroMed common stock (i) that the holders of options and warrants to purchase shares of Archemix capital stock will be entitled to receive in connection with the merger and (ii) that employees of Archemix who remain employees or serve on the board of directors of the combined company in the merger will receive in connection with the merger.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If NitroMed’s stockholders approve the proposal to effect the reverse stock split, and if NitroMed’s board of directors still believes that a reverse stock split is in the best interests of NitroMed and its stockholders, the NitroMed board will determine the ratio of the reverse stock split to be implemented. NitroMed will file a certificate of amendment with the Secretary of State of the State of Delaware immediately prior to the effective time of the merger. The NitroMed board of directors may delay effecting the reverse stock split

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without resoliciting stockholder approval. Beginning at the effective date of the reverse stock split, each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

As soon as practicable after the effective date of the reverse stock split, stockholders will be notified that the reverse stock split has been effected. NitroMed expects that NitroMed’s transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-split shares will be asked to surrender to the exchange agent certificates representing pre-split shares in exchange for certificates representing post-split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by NitroMed. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-split shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNLESS AND UNTIL REQUESTED TO DO SO.

Fractional Shares

No certificates or scrip representing fractional shares of NitroMed’s common stock will be issued in connection with the reverse stock split. Each holder of NitroMed’s common stock who would otherwise have been entitled to receive a fraction of a share of NitroMed’s common stock (after taking into account all fractional shares of NitroMed’s common stock otherwise issuable to such holder) shall be entitled to receive, in lieu thereof, upon surrender of such holder’s certificate(s) representing such fractional shares of NitroMed’s common stock, cash (without interest) in an amount equal to such fractional part of a share of NitroMed’s common stock multiplied by the last reported sales price of NitroMed’s common stock on NASDAQ on the last trading day prior to the effective date of the merger.

By authorizing the reverse stock split, stockholders will be approving the combination of any whole number of shares of common stock between and including a number that is greater than one and less than or equal to 50 into one share. The certificate of amendment filed with the Secretary of State of the State of Delaware will include only that number determined by the board of directors to be in the best interests of NitroMed and its stockholders. In accordance with these resolutions, the board of directors will not implement any amendment providing for a different split ratio.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where NitroMed is domiciled, and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective date of the split may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by NitroMed or the exchange agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds will have to seek to obtain them directly from the state to which they were paid.

Accounting Matters

The reverse stock split will not affect the stockholders’ equity on NitroMed’s balance sheet. However, because the par value of NitroMed common stock will remain unchanged on the effective date of the split, the components that make up the common stock capital account will change by offsetting amounts. Depending on the size of the reverse stock split the board of directors decides to implement, the stated capital component will be reduced from the amount shown on NitroMed’s balance sheet included in its financial statements for the period ended September 30, 2008, and the additional paid-in capital component will be increased with the amount by which the stated capital is reduced. The per share net income or loss and net book value of NitroMed will be increased because there will be fewer shares of NitroMed common stock outstanding. Prior periods’ per share amounts will be restated to reflect the reverse stock split.

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Potential Anti-Takeover Effect

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of NitroMed’s board of directors or contemplating a tender offer or other transaction for the combination of NitroMed with another company, the reverse stock split proposal is not being proposed in response to any effort of which NitroMed is aware to accumulate shares of NitroMed common stock or obtain control of NitroMed, other than in connection with the merger with Archemix, nor is it part of a plan by management to recommend a series of similar amendments to NitroMed’s board of directors and stockholders. Other than the proposals being submitted to NitroMed’s stockholders for their consideration at the NitroMed special meeting, NitroMed’s board of directors does not currently contemplate recommending the adoption of any other actions that could be construed to affect the ability of third parties to take over or change control of NitroMed.

No Appraisal Rights

Under the Delaware General Corporation Law, NitroMed’s stockholders are not entitled to appraisal rights with respect to the reverse stock split, and NitroMed will not independently provide stockholders with any such right.

Material United States Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of certain material federal income tax consequences of the reverse stock split and does not purport to be a complete discussion of all of the possible federal income tax consequences of the reverse stock split and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. For example, the state and local tax consequences of the reverse stock split may vary significantly as to each stockholder, depending upon the state in which such stockholder resides. Also, the following summary does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the current provisions of the Internal Revenue Code of 1986, as amended, or the Code, existing Treasury Regulations and current administrative rulings and court decisions all of which are subject to change and to differing interpretations, possibly with retroactive effect. This summary also assumes that the pre-split shares were, and the post-split shares will be, held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the reverse stock split.

Other than the cash payments for fractional shares discussed below, no gain or loss should be recognized by a stockholder upon such stockholder’s exchange of pre-split shares for post-split shares pursuant to the reverse stock split. The aggregate tax basis of the post-split shares received in the reverse stock split, including any fraction of a post-split share deemed to have been received, will be the same as the stockholder’s aggregate tax basis in the pre-split shares that are exchanged.

In general, stockholders who receive cash upon redemption of their fractional share interests in the post-split shares as a result of the reverse stock split will recognize gain or loss equal to the difference between their basis in the fractional share and the amount of cash received. The stockholder’s holding period for the post-split shares will include the period during which the stockholder held the pre-split shares surrendered in the reverse stock split.

Such gain or loss will be capital gain or loss, and generally will constitute long-term capital gain or loss if the stockholder’s holding period in the stock surrendered is more than one year as of the effective time of the merger. Net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) will be subject to tax at reduced rates for non-corporate stockholders who receive cash. The deductibility of capital losses is subject to various limitations for corporate and non-corporate holders.

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For purposes of the above discussion of bases and holding periods, stockholders who acquired different blocks of stock at different times for different prices must calculate their gains and losses and holding periods separately for each identifiable block of such stock surrendered in the reverse stock split.

NitroMed’s view regarding the tax consequence of the reverse stock split is not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder should consult with such stockholder’s own tax advisor with respect to all of the potential tax consequences to such stockholder of the reverse stock split.

Vote Required; Recommendation of Board of Directors

The affirmative vote of the holders of a majority of the outstanding shares of NitroMed’s common stock as of the record date for the special meeting is required for approval of NitroMed Proposal No. 2.

A failure to subject a proxy card or vote at the special meeting, or an abstention, vote withheld or “broker non-vote” for NitroMed Proposal No. 2 will have the same effect as a vote against the approval of NitroMed Proposal No. 2.

THE NITROMED BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NITROMED’S STOCKHOLDERS VOTE “FOR” NITROMED PROPOSAL NO. 2 TO AMEND NITROMED’S CERTIFICATE OF INCORPORATION EFFECTING THE REVERSE STOCK SPLIT.

NitroMed Proposal No. 3: Approval of Name Change

General

At the NitroMed special meeting, holders of NitroMed stock will be asked to approve the amendment to NitroMed’s certificate of incorporation to change the name of the corporation from “NitroMed, Inc.” to “Archemix Corp.” upon consummation of the merger.

The primary reason for the corporate name change is that management believes this will allow for brand recognition of Archemix’s product candidates and product candidate pipeline following the consummation of the merger. NitroMed’s management believes that the current name will no longer accurately reflect the business of the combined company and the mission of the combined company subsequent to the consummation of the merger. The text of the form of the proposed amendment to the NitroMed certificate of incorporation is attached to this joint proxy statement/prospectus as Annex E.

Insofar as the proposed new corporate name will only reflect Archemix’s business following the merger, the proposed name change and the amendment of NitroMed’s certificate of incorporation, even if approved by the stockholders at the special meeting, will only be filed with the office of the Secretary of State of the State of Delaware and, therefore, become effective if the merger is consummated.

Vote Required; Recommendation of Board of Directors

The affirmative vote of holders of a majority of the outstanding shares of NitroMed’s common stock as of the record date for the special meeting is required for approval of NitroMed Proposal No. 3.

A failure to submit a proxy card or vote at the special meeting, or an abstention, vote withheld or “broker non-vote” for NitroMed Proposal No. 3 will have the same effect as a vote against the approval of NitroMed Proposal No. 3.

THE NITROMED BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NITROMED’S STOCKHOLDERS VOTE “FOR” NITROMED PROPOSAL NO. 3 TO APPROVE THE NAME CHANGE.

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NitroMed Proposal No. 4: Approval of Possible Adjournment of the NitroMed Special Meeting

General

If NitroMed fails to receive a sufficient number of votes to approve NitroMed Proposal Nos. 1, 2, and 3, NitroMed may propose to adjourn the NitroMed special meeting, if a quorum is present, for a period of not more than 30 days, for the purpose of soliciting additional proxies to approve NitroMed Proposal Nos. 1, 2 and 3. NitroMed currently does not intend to propose adjournment at the NitroMed special meeting if there are sufficient votes to approve NitroMed Proposal Nos. 1, 2, and 3.

Vote Required; Recommendation of Board of Directors

The affirmative vote of the holders of a majority of NitroMed’s common stock having voting power present in person or represented by proxy at the special meeting is required to approve the adjournment of the special meeting for the purpose of soliciting additional proxies to approve NitroMed Proposal Nos. 1, 2, and 3.

A failure to submit a proxy card or vote at the special meeting, or an abstention, vote withheld or “broker non-vote” will have no effect on the outcome of NitroMed Proposal No. 4.

THE NITROMED BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NITROMED’S STOCKHOLDERS VOTE “FOR” NITROMED PROPOSAL NO. 4 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF NITROMED PROPOSAL NOS. 1, 2, AND 3.

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MATTERS BEING SUBMITTED TO A VOTE OF ARCHEMIX STOCKHOLDERS

Archemix Proposal No. 1: Adoption of the Merger Agreement

At the Archemix special meeting and any adjournment or postponement thereof, Archemix stockholders will be asked to consider and vote upon a proposal to adopt the merger agreement. The merger agreement provides that at the effective time of the merger, merger sub will be merged with and into Archemix. Upon the consummation of the merger, Archemix will continue as the surviving corporation and will be a wholly owned subsidiary of NitroMed. The terms of, reasons for and other aspects of the merger agreement are described in detail in the other sections of this joint proxy statement/prospectus.

Required Vote

The adoption of the merger agreement requires the affirmative vote of the holders of (a) a majority of the shares of Archemix common stock and Archemix preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, (b) two-thirds of the shares of Archemix Series A preferred stock and Series B preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, voting together as a single class and on an as-converted basis, and (c) two-thirds of the shares of Archemix Series A preferred stock, Series B preferred stock, and Series C preferred stock outstanding on the record date and entitled to vote at the Archemix special meeting, each voting as a separate series.

THE ARCHEMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE MERGER AGREEMENT

Archemix Proposal No. 2: Adjournment of the Archemix Special Meeting, if Necessary, to Solicit Additional Proxies if There are Not Sufficient Votes in Favor of the Adoption of the Merger Agreement

At the Archemix special meeting and any adjournment or postponement thereof, Archemix stockholders will be asked to consider and vote upon a proposal to adjourn the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement.

Required Vote

The adjournment of the Archemix special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the adoption of the merger agreement requires the affirmative vote of the holders of a majority of the stock having voting power present in person or by proxy at the Archemix special meeting.

THE ARCHEMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT OF THE ARCHEMIX SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT.

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NITROMED’S BUSINESS

Proposed Asset Sale with JHP and Merger with Archemix

Until the closing of the proposed asset sale with JHP and the proposed merger with Archemix, NitroMed expects to continue its commercial and development activities in accordance with its existing business strategy with a continued focus on managing its cash position. The description of NitroMed’s business set forth in this joint proxy statement/prospectus does not reflect changes to NitroMed’s business that may occur if it consummates the proposed asset sale with JHP and the proposed merger with Archemix.

For a further discussion of the asset sale, see “The Proposed Asset Sale Between NitroMed and JHP” beginning of page 131 of this joint proxy statement/prospectus.

Overview of Business

NitroMed is the maker of BiDil, which is indicated for the treatment of heart failure in self-identified black patients as an adjunct to current standard therapies. BiDil is an orally administered fixed-dose combination of isosorbide dinitrate and hydralazine hydrochloride. The U.S. Food and Drug Administration, or FDA, approved BiDil in June 2005 and NitroMed commercially launched BiDil in July 2005. In February 2005, NitroMed entered into a five-year exclusive manufacturing and supply agreement with Schwarz Pharma Manufacturing, Inc., or Schwarz Pharma, for BiDil.

In January 2008, NitroMed discontinued active promotional activities for BiDil based upon NitroMed’s determination that the successful commercialization of BiDil requires a magnitude of resources that it cannot currently allocate to the program, as well as NitroMed’s plans to conserve cash in order to pursue the development of an extended release formulation of BiDil, known as BiDil XR. NitroMed concurrently implemented a restructuring plan that included the elimination of approximately 80 positions, reducing headcount to a current level of six positions. Although NitroMed has discontinued promotional activities related to BiDil, it continues to contract for the manufacturing of, and to sell BiDil, and maintain the product on the market for patients through normal wholesale and retail channels. NitroMed is seeking to consummate the asset sale and merger or, if it is not able to successfully consummate the asset sale and merger, to pursue one or more alternative strategic transactions for its business which may include the divestiture of its BiDil and BiDil XR business, a merger or consolidation with another company, or other comparable arrangements.

BiDil is an orally-administered medicine that is presently dosed three times daily. Pending a successful sale of its BiDil and BiDil XR assets, if at all, NitroMed is seeking to develop BiDil XR as a once-daily formulation. NitroMed believes that BiDil XR could enhance the market for BiDil through improved patient convenience and treatment compliance. In December 2007, NitroMed met with the FDA to discuss its proposed development plan for BiDil XR. The FDA agreed that NitroMed’s clinical development plan to conduct bioequivalence and pharmacodynamic studies comparing BiDil XR to the current commercial immediate release formulation of BiDil is acceptable. NitroMed’s proposed plan could support FDA approval to commercialize BiDil XR, if bioequivalence is demonstrated. The bioequivalence study design compares the pharmacokinetics of the BiDil XR formulation to the pharmacokinetics of BiDil. Pharmacokinetics refers to the manner in which the body absorbs, distributes, metabolizes and excretes the study drug. The adequacy of the results will ultimately be determined by the FDA during the regulatory review period.

In connection with NitroMed’s efforts to develop BiDil XR, in February 2007 NitroMed entered into a license agreement with Elan pursuant to which Elan granted to NitroMed an exclusive worldwide royalty-bearing license to specified sustained-release technology owned or controlled by Elan. In addition to its obligation to pay a royalty on net sales, if any, NitroMed has also agreed to pay Elan specified amounts upon the achievement of specified development and commercialization milestone events set forth in the agreement.

In connection with its past research and development programs, NitroMed generated significant intellectual property rights relating to its nitric oxide enhancing technologies and NitroMed is seeking to divest these proprietary technologies through a sale of assets, exclusive license or otherwise. NitroMed does not have any plans to conduct further research with respect to these technologies.

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BiDil: Treatment for Heart Failure in African Americans

Heart Failure in African Americans

Heart failure, also called congestive heart failure or dilated cardiomyopathy, is a progressively worsening condition that occurs when the heart muscle weakens and cannot pump blood efficiently enough to meet the metabolic needs of the body. The loss of pump function is usually caused by an underlying condition, such as hypertension or coronary artery disease, which weakens the heart muscle and increases a person’s risk of heart failure. The most common symptoms of heart failure include shortness of breath from congestion in the lungs, fatigue, sleeping problems due to the inability to lay flat, sudden awakening with shortness of breath and swelling in the feet, ankles and other parts of the body.

Heart failure affects approximately five million Americans and there is currently no cure for the disease. After a patient is diagnosed with heart failure, their prognosis is generally poor, with approximately 50 percent of patients dying within five years. Heart failure is the primary reason for hospitalizations among people over the age of 65 and is one of the most expensive diseases faced by Americans, costing more than all cancers combined.

An estimated 750,000 African Americans are currently diagnosed with heart failure. African Americans between the ages of 45 and 64 are 2.5 times more likely to die from heart failure than Caucasians in the same age range. The African American community is also more likely to be subject to the disease at a younger age than their Caucasian counterparts, resulting in earlier disability and higher rates of both hospitalization and premature death. Ethnic disparities in the prevalence of heart failure have been attributed to a variety of factors, including access to medical care, disease management, socioeconomic factors, lifestyle habits and a higher incidence of diabetes, hypertension and metabolic syndrome.

African American Heart Failure Trial (A-HeFT)

In 2001, NitroMed partnered with the Association of Black Cardiologists, Inc. to conduct the African American Heart Failure Trial, or A-HeFT, the first trial conducted in a heart failure population in which all of the participants identified themselves as black. A retrospective analysis of an earlier study with a combination of isosorbide dinitrate and hydralazine hydrochloride had suggested a trend for improved survival in the subset of patients with mild to moderate heart failure who self-identified themselves as black. The randomized, double-blind, placebo-controlled A-HeFT study enrolled 1,050 self-identified black patients with New York Heart Association, or NYHA, class III or IV heart failure at 169 clinical research sites. The classification system means that patients had marked limitation of physical activity (class III) or were unable to carry out any physical activity without discomfort (class IV). Participants in A-HeFT were required to be stable while receiving standard heart failure therapy at the time of the beginning of the trial, per their physicians. The primary end point for the trial was a composite score made up of weighted values for death from any cause, a first hospitalization for heart failure, and change in the quality of life.

After a unanimous recommendation from the independent A-HeFT Data Safety Monitoring Board in July 2004, A-HeFT was halted early due to a significant survival benefit seen with the drug. Patients taking BiDil in addition to current therapies experienced a significant 43% decrease in the risk of mortality (p=0.012) (absolute mortality rate: BiDil, 6.2% vs. placebo, 10.2%), a 39% reduction in the risk of first hospitalization for heart failure (p<0.001) (absolute first hospitalization rate: BiDil, 16.4% vs. placebo, 24.4%) and a statistically significant improvement at most time points in response to the Minnesota Living with Heart Failure Questionnaire, which is a self-report of the patient’s functional status, versus patients taking placebo in addition to current standard therapies. Adverse events reported in the trial included symptoms of headache and dizziness, which were significantly more frequent in the group given BiDil, and exacerbations of congestive heart failure, both moderate and severe, which were significantly more frequent in the placebo group.

BiDil

BiDil, an orally administered fixed-dose combination of isosorbide dinitrate and hydralazine hydrochloride, was approved by the FDA in June 2005 for the treatment of heart failure in self-identified black patients.

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BiDil is indicated for the treatment of heart failure as an adjunct to standard therapy in self-identified black patients to improve survival, to prolong time to hospitalization for heart failure, and to improve patient-reported functional status. There is little experience in patients with NYHA class IV heart failure. Most patients in the A-HeFT clinical trial received, in addition to BiDil or placebo, concomitant therapy with one or more of the following other heart failure medicines: a loop diuretic, an angiotensin converting enzyme inhibitor or an angiotensin receptor blocker, and a beta blocker. In addition, many patients also received a cardiac glycoside or an aldosterone antagonist. BiDil is a fixed-dose combination of isosorbide dinitrate, a vasodilator with effects on arteries and veins, and hydralazine hydrochloride, a predominantly arterial vasodilator. The mechanism of action underlying the beneficial effects of BiDil in the treatment of heart failure has not been established.

Based upon NitroMed’s determination that the successful commercialization of BiDil requires a magnitude of resources that it cannot currently allocate to the program, as well as NitroMed’s plans to conserve cash in order to pursue the development of BiDil XR, in January 2008 NitroMed discontinued active promotional activities for BiDil. Although NitroMed has discontinued promotional activities related to BiDil, it intends to continue to contract for the manufacturing of, and to sell BiDil, and maintain the product on the market for patients through normal wholesale and retail channels.

NitroMed is party to a five-year exclusive manufacturing and supply agreement with Schwarz Pharma, which is now a division of UCB S.A., for the three times daily immediate release dosage formulation of BiDil. Under the supply agreement, NitroMed has the right to engage a backup manufacturer. As part of the manufacturing process, NitroMed orders bulk materials of hydralazine hydrochloride from Flavine International, Inc., the U.S. representative of Sumitomo Corp., and isosorbide dinitrate from Dottikon ES Holding AG.

NitroMed estimates that a substantial majority of insured African American patients over the age of 45 have access to BiDil at Tier II insurance reimbursement, a term generally used to denote a preferential level of reimbursement at which patient co-pays range from approximately $15.00 to $30.00 per prescription. NitroMed’s estimates are drawn from published databases, subscription databases and external consultants who have expertise in this area. Due to the fact that ethnicity data is not generally collected by commercial and Medicare Part D insurers, exact figures cannot be determined.

BiDil XR

The current formulation of BiDil is an immediate-release tablet that must be taken three times daily. NitroMed is currently developing an extended release formulation of BiDil, known as BiDil XR, which is designed to be taken once a day. NitroMed believes that BiDil XR could enhance the BiDil market by facilitating greater compliance by patients with their medications schedule, an issue which it believes is more pronounced in a patient population already on a substantial number of concomitant medications. NitroMed commenced clinical development of BiDil XR in October 2006, and preliminary clinical studies with BiDil XR have demonstrated proof of principle.

Nitric Oxide-Enhancing Intellectual Property

In the 1980s, nitric oxide was identified as a significant molecule that regulates a wide range of important cellular functions. Professor Robert R. Furchgott, a member of NitroMed’s then-current scientific advisory board until his retirement in 2005, and two other individuals were awarded the Nobel Prize in Physiology and Medicine in 1998 for this discovery. Recent research has shown that nitric oxide also plays important biochemical and physiological roles in many diseases or medical conditions, including cardiovascular disease, gastrointestinal and inflammatory disease, central nervous system disorders, sexual dysfunction and respiratory disease.

In March 2006, NitroMed eliminated its discovery research programs, and NitroMed does not have any current plans to conduct any other discovery research efforts with respect to its nitric oxide enhancing technologies. NitroMed is currently seeking to divest the intellectual property rights associated with these technologies through an asset sale or exclusive license arrangement. Prior to NitroMed’s March 2006

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restructuring, NitroMed utilized its nitric oxide expertise and proprietary position to develop product candidates for a variety of medical conditions. NitroMed’s previous efforts sought to produce nitric oxide-enhancing drug candidates by combining an existing, marketed medicine with a nitric oxide donor, which is a molecule capable of increasing nitric oxide levels in the body. The nitric oxide donor and the existing medicine can be combined together through either a chemical linkage to potentially create a proprietary new chemical entity or through the direct mixing of the medicine and the nitric oxide-enhancing compound to potentially create a patentable new use and dosage form.

Research and Development

NitroMed’s internal development activities are solely directed to the continued development of BiDil XR. During the nine months ended September 30, 2008 and the fiscal years ended December 31, 2007, 2006 and 2005, NitroMed’s total company-sponsored research and development expenses were $2.6 million, $12.2 million, $17.0 million and $29.0 million, respectively, and its collaborator-sponsored research and development expenses were $-0-, $-0-, $-0- and $2.3 million, respectively.

Proprietary Rights and Licensing

NitroMed’s policy is to prosecute and enforce its patents and proprietary technology. NitroMed will be able to protect its proprietary technologies from unauthorized use by third parties only to the extent that its proprietary rights are covered by valid and enforceable patents or are effectively maintained as trade secrets.

BiDil

As of September 30, 2008, NitroMed has two issued U.S. patents that expire in 2020, which relate to co-administration of the components of BiDil. The first U.S. patent covers methods for reducing mortality associated with chronic congestive heart failure, for improving the quality of life, for improving oxygen consumption or for improving exercise tolerance in black patients. The second U.S. patent covers additional claims to specific indications and dosing ranges for the treatment of heart failure and other conditions in black patients. In addition, NitroMed has filed 13 U.S. patent applications, 2 Patent Cooperation Treaty, or PCT, applications, and 28 corresponding foreign patent applications that could provide additional patent protection for BiDil.

Nitric Oxide-Enhancing Technologies

As of September 30, 2008, NitroMed has 29 pending U.S. patent applications and 90 issued U.S. patents and NitroMed also has 37 issued patents and 103 pending patent applications in certain major industrial countries, including Canada, the major European market countries, Australia and Japan generally relating to its nitric oxide-enhancing technologies. These issued U.S. and foreign patents expire on various dates through 2027.

Corporate Collaborations and Business Arrangements

Elan.  In February 2007, in connection with NitroMed’s efforts to develop BiDil XR, NitroMed entered into a license agreement with Elan. Pursuant to the agreement, Elan granted to NitroMed an exclusive worldwide license, for the term of the agreement, to certain know-how, patents and technology, and any improvements to any of the foregoing developed by either party during the term of the agreement. Pursuant to this license, NitroMed has the right to import, use, offer for sale and sell the oral capsule formulation incorporating specified technology referred to in the agreement and containing, as its sole active combination of ingredients, the combination of the active drug substances isosorbide dinitrate and hydralazine hydrochloride, including BiDil XR. In consideration for the grant of the license, NitroMed has agreed to pay Elan royalties that are calculated by reference to annual net sales parameters set forth in the agreement. In addition, NitroMed has also agreed to pay Elan specified amounts upon the achievement of specified development and commercialization milestone events set forth in the agreement.

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The term of the agreement runs in the United States from the effective date of the agreement until the later of (a) the 20th anniversary of the date of the first sale of the product by NitroMed or a permitted sublicensee to an unaffiliated third party, which is referred to in the agreement as the first in market sale, or (b) the expiration of the last-to-expire patent for the product listed in the FDA’s “Orange Book.” Elsewhere in the world, the term will run on a country by country basis from the effective date of the agreement until the later of (a) the 20th anniversary of the date of the first in market sale of the product in the country concerned or (b) the expiration of the life of the last to expire patent included in the Elan intellectual property in that country. Following the expiration of the initial term, the agreement shall continue automatically for rolling 3 year periods thereafter, unless the agreement has been terminated by either of the parties by serving 1 year’s written notice on the other party prior to the end of the initial term or any such additional 3 year period. Either Elan or NitroMed may terminate the agreement in the event of a material, uncured breach by the other party, or if the other party goes into liquidation or becomes bankrupt or insolvent. In addition, NitroMed may terminate the agreement in the event of a technical failure, which is defined as the inability to achieve a pharmacokinetic profile for the product consistent with that of BiDil administered three times daily (at 6 hour intervals). Elan may terminate the agreement with respect to a particular country in the territory in the event that NitroMed does not meet certain obligations set forth in the agreement with respect to such country, provided that Elan must first consult with NitroMed and, if applicable, provide NitroMed with an opportunity to meet such obligations prior to exercising Elan’s termination rights.

Schwarz Pharma Manufacturing, Inc.  In February 2005, NitroMed entered into a five-year exclusive manufacturing and supply agreement with Schwarz Pharma for the three times daily immediate release dosage formulation of BiDil. Under the supply agreement, NitroMed has the right to engage a backup manufacturer but does not currently have any backup manufacturing agreement in place. The agreement renews automatically upon the expiration of the then-current term for successive one year terms unless either party provides written notice of termination at least six months prior to the expiration of the then-current term. The agreement is also terminable upon the occurrence of certain specified events. Schwarz Pharma is now a division of UCB S.A.

Cardinal Health PTC, LLC.  In June 2005, NitroMed entered into a three-year exclusive distribution agreement with Cardinal Health for the distribution of BiDil in all formulations. NitroMed is obligated to pay Cardinal Health fees for the services provided under the agreement. Pursuant to the terms of the agreement, Cardinal Health has the right of first negotiation for any new pharmaceutical product to be sold by NitroMed during the term. The agreement renews automatically unless either party provides written notice of termination at least ninety days prior to the expiration of the then-current term. The agreement may be terminated without cause upon 120 days notice. However, NitroMed is obligated to pay certain fees if NitroMed exercises this termination right during the initial term of the agreement. The agreement is also terminable upon the occurrence of certain specified events.

Dr. Jay N. Cohn.  In January 1999, as amended in August 2000, January 2001, March 2002 and September 2008, NitroMed entered into a collaboration and license agreement with Dr. Jay N. Cohn. Under the agreement, Dr. Cohn licensed to NitroMed exclusive worldwide royalty-bearing rights to technology and inventions owned or controlled by Dr. Cohn and that relate to BiDil for the treatment of cardiovascular disease. NitroMed has made milestone payments and is currently making royalty payments to Dr. Cohn upon sales of BiDil. NitroMed will pay Dr. Cohn a specified reduced royalty on net sales of collaboration products (as defined in the original agreement) until such time as the aggregate dollar amount retained by it and not required to be paid to Dr. Cohn as a result of such reduced royalty rate equals a specified aggregate dollar amount, which NitroMed refers to as the maximum amount. Once the maximum amount has been achieved, the original royalty rate will be restored. Should NitroMed sublicense its rights under the agreement to a third party, Dr. Cohn will receive a specified percentage of any royalty payments NitroMed receives from the sublicensee, and any such payments made to Dr. Cohn by it will also be subject to offset up to the maximum amount. The agreement imposes upon NitroMed an obligation to use reasonable best efforts to develop and, upon receipt of regulatory approval, manufacture, market and commercialize products based upon the licensed rights. If NitroMed fails to meet this obligation, Dr. Cohn has the right to terminate the agreement and the license granted to NitroMed under the agreement. Dr. Cohn also has the right to terminate the agreement if NitroMed materially breaches the agreement and fails to remedy the breach within 30 days. NitroMed has the

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right to terminate the agreement at any time upon 30 days prior written notice. Unless earlier terminated, the agreement continues in perpetuity. Pursuant to the initial agreement, Dr. Cohn was appointed to NitroMed’s then-current scientific advisory board, entered into a consulting agreement with NitroMed and was granted an option to purchase 10,000 shares of its common stock.

FoxKiser.  In connection with NitroMed’s efforts to obtain the approval of BiDil from the FDA, NitroMed entered into an agreement with the law firm of FoxKiser LLC, which NitroMed refers to as FoxKiser, for services related to the regulatory approval process for BiDil. The agreement provided for payment of legal consulting fees upon receipt of written FDA approval of BiDil. On June 23, 2005, NitroMed received written FDA approval of BiDil, and in July 2005, NitroMed paid $2.4 million pursuant to the terms of this agreement. In addition, the agreement requires NitroMed to pay royalties to FoxKiser on commercial sales of BiDil. The royalty term ends six months after the date of market introduction of an FDA-approved generic version of BiDil.

Trademarks, Trade Secrets and Other Proprietary Information

NitroMed owns the following registered U.S. trademarks:

•  BiDil;

•  NitroMed;

•  NitroMed Cares;

•  More Life to Live; and

•  NitroMed “N” logo.

NitroMed has also filed applications for BiDil XR and HeartHealthHeritage. In addition, NitroMed depends upon trade secrets, know-how and continuing technological improvements to develop and maintain NitroMed’s competitive position. To maintain the confidentiality of trade secrets and proprietary information, NitroMed requires its employees, scientific advisors, consultants and collaborators, upon commencement of a relationship with NitroMed, to execute confidentiality agreements and, in the case of parties other than its research and development collaborators, to agree to assign their inventions to NitroMed. These agreements are designed to protect NitroMed’s proprietary information and to grant NitroMed ownership of technologies that are developed in connection with their relationship with NitroMed. These agreements may not, however, provide protection for NitroMed’s trade secrets in the event of unauthorized disclosure of such information.

Competition

NitroMed faces intense competition from a wide range of pharmaceutical and life science companies, as well as academic and research institutions and government agencies. These competitors include organizations that are developing and commercializing pharmaceutical products that may be competitive with BiDil and, if successfully developed and commercialized, BiDil XR.

NitroMed believes that competition for BiDil principally comes from companies currently marketing and selling therapeutics to treat heart failure in the general population. These competitors include GlaxoSmithKline, plc, Merck & Co., Inc., Pfizer Inc. and AstraZeneca plc. NitroMed also competes on the basis of the availability in generic form and at substantially lower prices of the individual components that constitute BiDil (isosorbide dinitrate, which is separately marketed for angina, and hydralazine hydrochloride, which is separately marketed for hypertension). Although these generic components are not bioequivalent to BiDil, physicians have, and may in the future, prescribe them in lieu of prescribing BiDil. NitroMed expects to face similar competitive factors with respect to BiDil XR to the extent that BiDil XR is successfully developed and commercialized.

Principal competitive factors in NitroMed’s industry include:

•  improved patient outcomes;

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•  cost-effectiveness;

•  acceptance by patients, physicians, other health care providers and third-party public and private payors;

•  the quality and breadth of an organization’s technology;

•  the skill of an organization’s employees and its ability to recruit and retain skilled employees;

•  an organization’s intellectual property protection;

•  development, sales and marketing capabilities; and

•  the availability of substantial capital resources to fund development and commercialization activities.

Companies with which NitroMed competes generally have financial and other resources that are substantially greater than its own. Moreover, because NitroMed has discontinued all promotional activities for BiDil and NitroMed has ceased all research and development activities related to its nitric oxide based technologies, its ability to compete has been significantly adversely affected.

Government Regulation and Reimbursement

FDA Requirements for New Drug Compounds

The research, testing, manufacture, import, export and marketing of drug products (including their components) are extensively regulated by numerous governmental authorities in the United States and other countries. In the United States, drugs are subject to rigorous regulation by the FDA. The Federal Food, Drug, and Cosmetic Act, and other federal and state statutes and regulations, govern, among other things, the research, development, testing, manufacture, storage, recordkeeping, labeling, promotion, sampling, marketing and distribution of pharmaceutical products. Failure to comply with applicable regulatory requirements may subject NitroMed to a variety of enforcement actions all of which could have a material effect.

The steps ordinarily required before a new pharmaceutical product may be marketed in the United States include pre-clinical laboratory tests, animal tests and formulation studies under the FDA’s good laboratory practice regulations, or GLP; the submission to the FDA of a notice of claimed investigational exemption or an investigational new drug application, or IND, which must become effective before clinical testing may commence; adequate and well-controlled clinical trials to establish the safety and efficacy of the drug for each indication for which FDA approval is sought; submission to the FDA of a new drug application, or NDA; satisfactory completion of a FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with current good manufacturing practice, or cGMP, requirements; and FDA review and approval of the NDA. Satisfaction of FDA pre-market approval requirements typically takes several years, and the actual time required may vary substantially based upon the type, complexity and novelty of the product or disease. Government regulation may delay or prevent marketing of potential product candidates for a considerable period of time and impose costly procedures upon a manufacturer’s activities. Success in early stage clinical trials does not assure success in later stage clinical trials. Data obtained from clinical activities is not always conclusive and may be susceptible to varying interpretations that could delay, limit or prevent regulatory approval. Even if a product receives regulatory approval, later discovery of previously unknown problems with a product, including new safety risks, may result in restrictions on the product or even complete withdrawal of the product from the market.

Clinical trials to support a NDA for marketing approval are typically conducted in three phases. In phase I, the drug is tested to assess safety, including side effects associated with increasing doses, metabolism, pharmacokinetics and pharmacological actions. Phase II usually involves trials in a limited patient population, to determine dosage tolerance and optimum dosage, identify possible adverse effects and safety risks, and provide preliminary support for the efficacy of the drug in the indication being studied. Phase III trials are undertaken to further evaluate clinical efficacy and to further test for safety within an expanded patient population. The FDA may require bioequivalence, bioavailability, or other clinical studies to support approval of new formulations of approved products, such as BiDil XR. All clinical trials must be conducted in

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compliance with patient protection laws and regulations, including requirements related to informed consent and institutional review board, or IRB, review and approval.

Clinical testing of any product may not be completed successfully within any specified time period, if at all. The FDA closely monitors the progress of clinical trials that are conducted under an IND and may, at its discretion, reevaluate, alter, suspend or terminate the testing based upon the data accumulated to that point and the FDA’s assessment of the risk/benefit ratio to the patient. The FDA, an IRB, or a clinical trial sponsor may suspend or terminate clinical trials at any time for various reasons, including a finding that the subjects or patients are being exposed to an unacceptable health risk. The FDA can also request additional clinical trials be conducted as a condition to product approval.

After successful completion of the required clinical testing, generally a NDA or supplement to an existing NDA is prepared and submitted to the FDA. FDA approval of the NDA or the NDA supplement is required before marketing of the product may begin in the United States. The cost of preparing and submitting a NDA or NDA supplement is substantial.

Following the FDA’s evaluations of the NDA or NDA supplement, including inspection of the manufacturing facilities, the FDA may issue an approval letter, an approvable letter, or a not approvable letter. A not approvable letter outlines deficiencies in the submission and often requires additional testing or information in order for the FDA to reconsider the application. An approvable letter generally contains a statement of specific conditions that must be met in order to secure final approval of the NDA. If and when those conditions have been met to the FDA’s satisfaction, the FDA will typically issue an approval letter. An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. As a condition of NDA approval, the FDA may require post-approval commitments, including testing and surveillance to monitor the drug’s safety or efficacy, and may also impose other conditions, including labeling restrictions which can materially impact the potential market and profitability of the drug. Once granted, product approvals may be withdrawn if compliance with regulatory standards is not maintained or problems are identified following initial marketing.

Once the NDA or NDA supplement is approved, a product will be subject to certain post-approval requirements, including requirements for adverse event reporting and submission of periodic reports and/or supplemental NDAs for approval of changes to the originally approved prescribing information, product formulation, and manufacturing and testing requirements. Following approval, drug products are required to be manufactured and tested for compliance with NDA and/or compendial specifications prior to release for commercial distribution. The manufacture and testing must be performed in approved manufacturing and testing sites complying with current Good Manufacturing Practice, or cGMP, requirements and subject to FDA inspection authority. Drug manufacturers and their subcontractors are required to register their facilities with the FDA and are subject to periodic unannounced inspections by the FDA to assess compliance with cGMPs. Accordingly, after approval manufacturers must continue to expend time, money and effort in the area of production and quality control, and employee training, to maintain compliance with cGMPs and other aspects of regulatory compliance.

The FDA strictly regulates the promotional claims that may be made about prescription drug products, including direct-to-consumer advertising, industry-sponsored scientific and educational activities, and promotional activities involving the Internet. Approved drug products must be promoted in a manner which is consistent with their terms and conditions of approval and the statutory standards of the Food, Drug, and Cosmetic Act. Failure to market consistent with the statutory and regulatory standards may result in enforcement action by the FDA, which may include product seizures, civil or criminal penalties, or regulatory letters, which may require corrective advertising or other corrective communications to healthcare professionals. Failure to comply with FDA regulations can also result in Department of Justice investigation based on the False Claims Act and other federal laws governing reimbursement for drugs under the Medicare, Medicaid and other federally supported healthcare programs. Both the FDA and Department of Justice enforcement may relate to previous marketing practices that NitroMed has since suspended.

Once a NDA is approved, the product covered thereby becomes a “listed drug” which can, in turn, be cited by potential competitors in support of approval of an abbreviated NDA, or ANDA. An approved ANDA

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provides for marketing of a drug product that has the same conditions of use, active ingredients, strength, dosage form, route of administration, and labeling as the listed drug and has been shown through bioequivalence testing to be therapeutically equivalent to the listed drug. There is no requirement, other than the requirement for bioequivalence testing, for an abbreviated NDA applicant to conduct or submit results of pre-clinical or clinical tests to prove the safety or efficacy of its drug product. Drugs approved in this way are commonly referred to as “generic equivalents” to the listed drug, are listed as such by the FDA, and can often be substituted by pharmacists under prescriptions written for the original listed drug.

Federal law provides for a period of three years of marketing exclusivity following approval of a listed drug that contains previously approved active ingredients but is approved in a new dosage, dosage form, route of administration or combination, or for a new use, if the FDA deems that the approval of the drug was required to be supported by new clinical trials (other than bioequivalence studies) that were conducted by or for the sponsor. During this three-year period, the FDA cannot grant final approval of an ANDA based on that listed drug. Additionally, in the event that the sponsor of the listed drug has properly informed the FDA of patents covering its listed drug, applicants submitting an ANDA referencing that drug are required to certify whether they intend to market their generic products prior to expiration of those patents. If an ANDA applicant certifies that it believes all listed patents are invalid or not infringed, it is required to provide notice of its filing to the NDA sponsor and the patent holder. If the patent holder then initiates a suit for patent infringement against the ANDA sponsor within 45 days of receipt of the notice, the FDA cannot grant effective approval of the ANDA until either 30 months has passed or there has been a court decision holding that the patents in question are invalid, unenforceable or not infringed. If the ANDA applicant certifies that it does not intend to market its generic product before some or all listed patents on the listed drug expire, then the FDA cannot grant effective approval of the ANDA until those patents expire.

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the approval, manufacturing and marketing of drug products. In addition, FDA regulations and guidance are often revised or reinterpreted by the agency or the courts in ways that may significantly affect NitroMed’s business and its product candidates. It is impossible to predict whether legislative changes will be enacted, or FDA regulations, guidance or interpretations changed, or what the impact of such changes, if any, may be.

Foreign Regulation of New Drug Compounds

Approval of a drug product by comparable regulatory authorities will be necessary in all or most foreign countries prior to the commencement of marketing of the product in those countries, whether or not FDA approval has been obtained. The approval procedure varies among countries and can involve requirements for additional testing. The time required may differ than that required for FDA approval.

Hazardous Materials

NitroMed’s previous research and development processes involved the controlled use of hazardous materials, chemicals and radioactive materials and produce waste products. NitroMed is subject to federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous materials and waste products. NitroMed does not expect the cost of complying with these laws and regulations to be material.

Reimbursement

NitroMed’s ability to continue to generate revenue through the sale of BiDil and any future products depends in part on the extent to which reimbursement for the costs of such products will be available from government health administration authorities, private health insurers and other third-party payors. Significant uncertainty exists as to the reimbursement status of newly-approved health care products, products used for indications not approved by the FDA and products which have competitors for their approved indications. If NitroMed is unable to maintain its level of preferential reimbursement treatment for BiDil from governmental

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and other third-party payors, NitroMed’s ability to sell and/or maintain acceptable pricing schemes for BiDil may be impaired, thereby reducing NitroMed’s revenue.

Employees

As of December 1, 2008, NitroMed had six employees, all of whom were engaged in management, regulatory, administration and finance.

None of NitroMed’s employees are represented by a labor union or covered by a collective bargaining agreement, nor has NitroMed experienced work stoppages.

Product Liability Insurance

The administration of NitroMed’s products to humans, whether in clinical trials or after marketing approvals are obtained and the product is in use commercially, may expose NitroMed to liability claims. These claims might be made by customers, including corporate partners, clinical trial subjects, patients, pharmaceutical companies or others. NitroMed maintains product liability insurance coverage for claims arising from the use of its products, whether in clinical trials or approved commercial usage. However, insurance coverage is becoming increasingly expensive, and its insurance may not provide sufficient coverage to fully protect NitroMed against liability. If NitroMed is unable to maintain sufficient levels of insurance due to increased costs or if its insurance does not provide sufficient coverage against liability claims, a finding of liability could deplete NitroMed’s resources and reduce the assets available for its daily operations.

Significant Customers

NitroMed’s significant customers for the period ended September 30, 2008 and in each of the last three years, and their percentage of its total sales, are as follows:

	Nine Months Ended			Year Ended
	September 30,			December 31,
Customer	2008			2007			2006			2005
McKesson Corporation		38	%		38	%		34	%		44	%
Cardinal Health		35	%		36	%		36	%		21	%
Amerisource Bergen Corporation		18	%		17	%		18	%		14	%

NitroMed’s sales of BiDil are made to customers geographically located throughout the United States.

NitroMed recognized $750,000 in research and development revenue from the non-exclusive licensing of certain non-strategic intellectual property in 2007, and recognized no research and development revenue in 2006. In 2005, NitroMed’s former collaboration activities with Boston Scientific Corporation accounted for 100% of NitroMed’s research and development revenues. No other company accounted for more than 10% of NitroMed’s total revenues in fiscal years 2007, 2006 or 2005 or for the nine months ended September 30, 2008.

Raw Materials

The active ingredients in BiDil are hydralazine hydrochloride, which NitroMed purchases from Flavine International, Inc., the U.S. representative of Sumitomo Corp., and isosorbide dinitrate, which NitroMed purchases from Dottikon ES Holding AG. Sumitomo is currently the only supplier which is qualified to provide hydralazine hydrochloride for the manufacture of BiDil. NitroMed does not have any agreement with Sumitomo regarding the supply of hydralazine hydrochloride.

Segment Information

During the nine months ended September 30, 2008 and the three years ended December 31, 2007, 2006 and 2005, NitroMed operated in one reportable business segment, developing nitric oxide-enhancing

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medicines, under the management approach of Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information.

Available Information

NitroMed’s internet website address is http://www.nitromed.com. Through NitroMed’s website, NitroMed makes available, free of charge, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, proxy and registration statements, and all of its insider Section 16 reports, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission, or SEC. These SEC reports can be accessed through the “Investors” section of NitroMed’s website. The information found on NitroMed’s website is not part of this or any other report it files with, or furnishes to, the SEC.

Properties

NitroMed subleases approximately 4,000 square feet of office space at a facility located at 45 Hayden Avenue in Lexington, Massachusetts pursuant to a month-to-month sublease. NitroMed believes that its office space is adequate for its needs for the foreseeable future.

Legal Proceedings

NitroMed is currently not a party to any material legal proceedings.

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ARCHEMIX’S BUSINESS

Overview

Archemix is a biotechnology company focused on discovering, developing and commercializing aptamer therapeutics. Aptamers are synthetically-derived oligonucleotides, or short nucleic acid sequences. Aptamers represent an emerging class of potential therapeutic agents that Archemix believes may have broad application to treat a variety of human diseases and have distinct advantages over other drug classes. To date, the United States Food and Drug Administration, or FDA, has approved one aptamer therapeutic. Using Archemix’s proprietary aptamer discovery processes, which are protected by its patent portfolio, Archemix is developing aptamer product candidates for rare hematological diseases. Archemix currently has no products approved for commercial sale, and to date, it has generated no revenues from commercial sales.

Archemix believes that aptamer therapeutics combine many of the beneficial characteristics of biologics, small molecules and other classes of oligonucleotides, such as antisense and small interfering RNA, or siRNA. Aptamers have the ability to disrupt interactions between proteins, bind with high affinity and specificity to their protein targets and can be designed to have a specified duration of action. Aptamers are discovered using chemical processes, which permits rapid discovery and ease of manufacturing. In addition, Archemix has not observed the generation of antibodies, or immunogenicity, against its aptamer product candidates.

Archemix’s lead aptamer product candidate, ARC1779, is designed to inhibit the function of a protein known as von Willebrand Factor, or vWF. When vWF is activated, it is responsible for the adhesion, activation and aggregation of platelets, which are involved in the formation of blood clots. Archemix is developing ARC1779 to treat thrombotic microangiopathies, or TMA, which is a group of diseases caused by the increase of vWF activity. These diseases are characterized by the formation of excessive blood clots which block, or occlude, the arterial circulation and cause injury to key organs, including the brain, heart and kidneys. TMA includes the various forms of thrombotic thrombocytopenic purpura, or TTP, and hemolytic uremic syndrome, or HUS. There is no drug treatment specifically approved for patients with any form of TMA. Based on published case studies, Archemix believes that the mortality rate for patients with TTP, which accounts for most of the patients with TMA, is up to approximately 20%.

In March 2007, Archemix completed a Phase 1 clinical trial of ARC1779 in 47 healthy volunteers in which it observed no serious adverse events. In addition, Archemix observed that vWF activity and platelet function were inhibited in a manner that correlated to the dose and concentration of ARC1779. Archemix believes that the results of this clinical trial demonstrate the mechanism of action of ARC1779 and support the continued development of this aptamer product candidate. In January 2008, Archemix commenced a Phase 2a clinical trial of ARC1779 in patients suffering from TTP. As of December 1, 2008, Archemix had completed enrollment in the Phase 2a trial in TTP patients. In total, 21 patients were enrolled in the Phase 2a trial. On August 4, 2008, Archemix submitted an IND for a Phase 2b trial of ARC1779 in patients suffering from TMA to the FDA, which included interim safety data from the Phase 2a trial. The IND became effective on September 4, 2008. Currently, one site in the United States is active and recruiting patients for the Phase 2b trial. Archemix also has regulatory approval to conduct the Phase 2b trial in Canada and the United Kingdom and is waiting for regulatory approval in Austria, Switzerland and Italy. Archemix estimates that a total of approximately 35 sites worldwide will be activated and recruiting patients during the course of the Phase 2b trial. Assuming timely enrollment, Archemix believes that the recruitment phase of the study could last approximately 24 months. ARC1779 for the treatment of TTP has received orphan drug designation from both the FDA and the European Commission. Also, in September 2008, Archemix submitted a request for a Clinical Trial Authorization in the United Kingdom for a Phase 2a trial using ARC1779 in patients undergoing a surgical procedure known as carotid endarterectomy. Regulatory approval was received in November 2008, and Archemix expects to dose the first patient in this trial as early as the first quarter of 2009.

Archemix is also conducting pre-clinical and discovery research with additional aptamer programs focused on other rare hematological diseases. Archemix’s aptamer product candidate ARC5692 is in pre-clinical development and is designed to inhibit the function of a protein called P-selectin for use in patients with sickle cell disease, or SCD. Archemix is also conducting research activities with aptamers for use in

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treating patients with hemophilia. Archemix may advance these aptamer product candidates either on its own or through strategic alliances.

In addition to discovering and developing its own aptamer product candidates, Archemix has licensed its intellectual property to third parties to develop their own aptamer product candidates. Currently, Archemix’s licensees are evaluating five different aptamer product candidates in human clinical trials: two in Phase 2 with target indications of acute myeloid leukemia, renal cell carcinoma, coronary artery bypass graft surgery, or CABG, and percutaneous coronary intervention, or PCI and three in Phase 1 with target indications of CABG, PCI, kidney dialysis and age-related macular degeneration. Archemix enters into these license arrangements as part of its strategy to expand the commercial potential for aptamer therapeutics and to fund the development of its product pipeline. To date, Archemix has entered into license agreements with more than 10 biotechnology and pharmaceutical companies, including Pfizer, Merck Serono and Takeda Pharmaceuticals. These agreements provide Archemix with the right to receive upfront payments, research funding, payments if Archemix achieves specified milestones and/or potential royalties from any product sales. Some of the agreements also provide Archemix with equity investments, co-development rights, co-promotion rights, rights of first refusal and/or profit sharing rights.

From its inception through September 30, 2008, Archemix has received approximately $66.6 million in upfront payments and equity investments from its collaborators and an aggregate of approximately $23.9 million in research funding and milestone payments.

The Potential for Aptamer Therapeutics

Aptamers represent an emerging class of potential therapeutic agents that Archemix believes may have broad application to treat a variety of human diseases and have distinct advantages over other drug classes. The FDA has approved one aptamer for therapeutic use, Macugen^®, which is marketed by Eyetech, Inc. for the treatment of an eye disease known as neovascular, or wet, age-related macular degeneration. Based on preclinical and clinical data, Archemix believes that aptamer therapeutics combine many of the beneficial characteristics of small molecules and biologic drugs and other classes of oligonucleotides, such as antisense and siRNA, without exhibiting many of their limitations.

Advantages of Aptamers

Archemix believes that aptamer therapeutics have the potential to offer the following benefits:

•  Attractive drug-like properties.

•  Ability to disrupt interactions between proteins.  The large surface area of interaction between an aptamer and its protein target make an aptamer well-suited to block interactions between proteins. Because abnormal interactions between proteins are involved in many disease processes, the use of aptamers to inhibit these interactions may have meaningful clinical significance. Furthermore, since aptamers can interact with proteins found on the surface of and outside cells, aptamers do not have to cross the cell membrane, which may make it easier to deliver an effective quantity of aptamer to the target.

•  High affinity binding and specificity.  Aptamers have well-defined, three-dimensional shapes, which allow them to interact with a folded, three-dimensional protein target, like a key in a lock. The complementary structure of an aptamer and its protein target allows aptamers to bind to their protein targets with high affinity and specificity.

•  Rationally designed duration of action.  Aptamers can be rationally designed with an optimized duration of action necessary to achieve a desired effect. Archemix uses proprietary chemical stabilization and conjugation techniques to prevent or reduce the metabolism of the aptamer and its elimination from the body, which Archemix believes may permit aptamers to be used in treating both acute and chronic diseases.

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•  No observed immunogenicity.  Because nucleic acids are not typically recognized by the human immune system as foreign agents, aptamers do not generally trigger an antibody response. To date, Archemix has not observed an antibody response to any of its aptamer product candidates in its preclinical or clinical trials.

•  Rapid in vitro discovery and chemical synthesis.  Discovering aptamers is an entirely in vitro process that does not rely on biological organisms. This allows for rapid and reproducible discovery compared to biologic drug products. Using Archemix’s proprietary process called Systematic Evolution of Ligands by EXponential expression, or SELEX, Archemix can select aptamers that bind to a selected target in vitro with high affinity and specificity in approximately one month. Then, using its proprietary post-SELEX modification processes, Archemix engineers desired characteristics and functionality into each aptamer such that it is ready for preclinical animal testing in approximately 12 to 15 months.

•  Ease of manufacturing.  Because aptamers are chemically synthesized, they can be manufactured in a rapid, scalable and reproducible manner.

•  Intellectual property.

•  Broad patent portfolio.  As of December 1, 2008, Archemix owns or has licensed exclusive rights for aptamer therapeutic applications to over 200 issued patents, including 162 issued United States patents and ten European patents and approximately 300 pending patent applications worldwide, including 64 pending United States patent applications, pertaining to the discovery and development of aptamers and their role in treating disease. All of Archemix’s issued patents and approximately 100 of its pending patent applications are exclusively licensed from Gilead pursuant to an agreement Archemix entered into with Gilead in October 2001. Archemix is obligated to pay a nominal royalty to the University of Colorado at Boulder, from which Gilead obtained the underlying technology, based on any net sales of and sublicense income from aptamer products. Archemix is also obligated to use commercially reasonable efforts to develop the licensed technology. In addition, Archemix has sublicensed the rights to patents and know-how from both Isis Pharmaceuticals, Inc. and SomaLogic, Inc. Archemix believes its access to these patents and know-how further strengthens its broad patent portfolio.

•  Rights to develop aptamer therapeutics.  Archemix believes that its broad patent portfolio provides it with the exclusive right to discover and develop aptamer therapeutics, other than aptamer therapeutics targeting vascular endothelial growth factor and aptamers conjugated to radio therapeutics. In addition, because aptamers have only recently been recognized as potential therapeutic agents, the use of aptamers for the treatment of disease is often not blocked by existing intellectual property covering other classes of drugs.

Limitations of Other Therapies

Archemix believes that aptamer therapeutics will not exhibit some of the limitations of many other types of drugs, such as small molecules, monoclonal antibodies and other biologics, and other classes of oligonucleotides, such as antisense and siRNA. As a class, small molecules are often ineffective at blocking interactions between proteins. Therefore, Archemix believes that aptamer therapeutics may complement and not compete with small molecule therapeutics. Monoclonal antibodies are derived from biological processes and cannot be designed to have a specified duration of action or other desired properties. In addition, the structure and composition of monoclonal antibodies makes them susceptible to the body’s antibody response to the monoclonal antibody therapy. Biologics also have a long development cycle and are costly and difficult to manufacture. Archemix believes that the smaller size of current alternatives to monoclonal antibodies, such as antibody fragments, may result in the loss of important biological activity, shortened duration of action and lower expression levels that may reduce therapeutic potential.

Archemix also believes that there are limitations to other classes of therapeutic oligonucleotides, such as antisense and siRNA. These molecules function by binding to nucleic acids found inside cells, which requires

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them to cross the target cell membrane in a predictable manner to achieve meaningful concentrations. Archemix believes that delivering oligonucleotides across the cell membrane and into the target cell at a therapeutically meaningful level is a significant hurdle to the development of therapeutics based on these oligonucleotides. In contrast, aptamers bind to proteins. Each of Archemix’s aptamers in development targets a protein that is found on the surface of or outside a cell, which Archemix believes may facilitate the effective delivery of a therapeutically active quantity of the aptamer to the target.

Archemix’s Aptamer Discovery Process

Archemix intends to expand its aptamer product candidate pipeline through its proprietary discovery platform. Archemix discovers aptamers entirely in vitro using chemical processes, which it believes reduces costs and discovery timelines. Archemix begins discovery with its proprietary SELEX discovery process which isolates aptamers that exhibit high affinity and specificity for the selected target. Archemix then selects those that exhibit the desired functional activity and uses its proprietary post-SELEX modification processes to stabilize and optimize these aptamers, improving their suitability for preclinical and clinical development. Archemix believes that these proprietary discovery capabilities will allow it to develop many aptamer product candidates across a variety of therapeutic areas.

SELEX

The SELEX process is a drug discovery tool that rapidly identifies aptamers that specifically bind to many types of molecular targets. For each target, Archemix randomly generates one or more unique libraries of oligonucleotides that it screens against the target protein. SELEX is an iterative process that repeatedly tests and refines the binding capacity of each of the starting oligonucleotide libraries to a target protein. In general, in one month Archemix can reduce each starting library of an estimated 100 trillion, or 1014, random oligonucleotides to approximately 100 or fewer sequences of interest, or early leads.

The SELEX process incorporates the following four steps:

•  Pool generation.  Archemix begins by randomly generating libraries, or pools, of unique oligonucleotides. Archemix estimates that there are 1014 oligonucleotides in each pool. Archemix uses different types of nucleotides in its pools depending on what properties it wants the resulting aptamer to have. For example, if Archemix is seeking to design an aptamer for an acute indication for which it wants a short duration of action, it may use natural nucleotides, which are the basic building blocks of RNA or DNA molecules, which are rapidly degraded in the body. Conversely, if Archemix wants an aptamer with a longer duration of action, it may introduce mixtures of chemically modified nucleotides that resist degradation.

•  Selection.  After Archemix generates a pool of oligonucleotides, it screens the pool to find those oligonucleotides with the greatest affinity for the target of interest. Archemix screens a pool against the target protein by allowing the pool and target to incubate together for a period of time. The oligonucleotides in each pool with weak or no affinity for the target have a tendency to remain free in solution, while those with some capacity to bind will tend to associate with the target. Archemix then isolates the target-bound oligonucleotides from each pool, which are the oligonucleotides with the highest affinity for the target, and uses them in subsequent rounds of the SELEX process.

•  Amplification.  After Archemix isolates the oligonucleotides that demonstrate high affinity for the target, Archemix copies, or amplifies, them to generate libraries of oligonucleotides with enhanced affinity for the target, or enriched pools. Archemix screens these enriched pools against the target in an iterative fashion until it identifies those aptamers from each pool with the highest binding affinity.

•  Aptamer isolation.  After five to 15 cycles of selection and amplification, Archemix can reduce its starting pool of an estimated 1014 oligonucleotides to approximately 100 or fewer sequences that bind tightly to the target of interest. Archemix then determines the nucleotide sequences of the individual aptamers and measures and compares the target binding affinity and functional activity of these

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aptamers. Archemix advances the aptamers with the highest affinity and functional activity against the target to Archemix’s post-SELEX modification processes.

Post-SELEX Modification Processes

The early leads isolated by the SELEX process display affinity and specificity for the selected target, but often exhibit chemical characteristics that limit their potential as therapeutics. Accordingly, following the SELEX process, Archemix uses proprietary chemistry techniques, which it calls post-SELEX modification, to design, stabilize and optimize the early leads to create aptamer product candidates for clinical development. Specifically, Archemix seeks to engineer the aptamers’ rates of metabolism by and excretion from the body so that the aptamers may have the appropriate duration of action to achieve the desired therapeutic effect.

The steps involved in post-SELEX modification include:

•  Minimization.  The initial aptamer sequences isolated by SELEX are typically 70 to 80 nucleotides long. Commercializing aptamers of this length would be difficult and expensive using current manufacturing techniques, and production yields would be low. Accordingly, Archemix applies its proprietary methods to identify the active portion or core of the aptamer and remove unnecessary nucleotides from the molecule. Archemix is typically able to reduce the aptamer to between 20 and 40 nucleotides in length without compromising the affinity, specificity or functional activity of the aptamer for the target of interest.

•  Optimization.  Once Archemix has an aptamer of appropriate size, it optimizes its affinity, functional activity and metabolic stability.

•  Affinity and functional activity improvements.  Archemix uses sequence and chemical modifications to improve an aptamer’s affinity for its target and functional activity using a technique in which sets of variant aptamers are chemically synthesized. These sets of variants typically differ from the starting aptamer as a result of the introduction of a single nucleotide modification and differ from each other by the location of this modification. Archemix then compares these variant aptamers to each other and to the starting aptamer in order to determine which modifications improve affinity and/or functional activity.

•  Nuclease resistance.  If not chemically altered, aptamers composed of unmodified nucleotides may be rapidly degraded, or metabolized, by enzymes which are naturally present in the blood and tissues. These enzymes, known as nucleases, bind to and metabolize the aptamer. While rapid drug metabolism and a short duration of action are desirable for some clinical applications, a prolonged duration of action is necessary for other disease categories. Accordingly, Archemix uses proprietary methods to identify the specific sites within an aptamer that are most susceptible to nuclease metabolism. With this information, Archemix introduces site-specific stabilizing substitutions into the aptamer to achieve nuclease resistance.

•  PEGylation.  Duration of action is often correlated to how long the aptamer remains in the body. Because aptamers are small in size, they may be naturally excreted before they have achieved their intended therapeutic effect. To slow the rate of excretion from the body, Archemix increases the size of the aptamer by attaching it to another molecule known as polyethylene glycol, or PEG, to create a larger molecule. This process is known as PEGylation. Archemix can achieve the desired duration of action by using different sizes, structures and attachment locations of PEG molecules. Once Archemix PEGylates the aptamer, it tests it to determine whether it has achieved the desired duration of action. Through this combination of SELEX and post-SELEX modification processes, Archemix is able to design and confirm the desired properties of an aptamer that it believes will address the proposed therapeutic indication.

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Archemix’s Business Strategy

Archemix’s goal is to be the leader in the discovery and development of aptamer therapeutics. Archemix intends to achieve its goal by using its proprietary technology and expertise with aptamers to develop aptamer product candidates and to license its technology to others to discover and develop their own aptamer therapeutics. Consistent with its goal, Archemix is planning to pursue the following strategies:

•  Advance ARC1779 through clinical development.  Archemix believes that the preclinical, Phase 1 and initial Phase 2a clinical data for ARC1779 demonstrate its ability to selectively inhibit vWF, which could play a key role in TMA, an area of unmet medical need. There is no drug treatment specifically approved for patients with the forms of TMA, and ARC1779 has received orphan drug designation for the treatment of TTP from both the FDA and the European Commission. Archemix has filed IND’s with the FDA and corresponding regulatory documents with foreign regulatory authorities to evaluate ARC1779 in a Phase 2b trial in patients with TMA and a Phase 2a in patients undergoing carotid endarterectomy. Archemix is currently recruiting patients in the Phase 2b trial in patients with TMA and expects to dose the first patient in the Phase 2a in patients undergoing carotid endarterectomy as early as the first quarter of 2009. If Archemix’s clinical trials of ARC1779 are successful, it intends to advance this aptamer product candidate into additional trials, including pivotal clinical trials, as rapidly as possible either on its own or through strategic alliances.

•  Generate additional aptamer product candidates for rare hematological diseases.  Archemix plans to use its proprietary discovery platform, including SELEX and its post-SELEX modification processes, and expertise to discover and develop aptamer product candidates for rare hematological diseases. Archemix’s aptamer product candidate known as ARC5692 is in pre-clinical development and is designed to inhibit the function of a protein called P-selectin for use in patients with sickle cell disease, or SCD. Archemix is also conducting research activities with aptamers for use in treating patients with hemophilia. Archemix may advance these aptamer product candidates either on its own or through strategic alliances.

•  Enter alliances to build capabilities in therapeutic areas of strategic interest.  In some disease areas, such as cancer, Archemix intends to continue to enter into strategic alliances in which its collaborators will share the costs and risks of developing and commercializing aptamer therapeutics. Under some of its collaborations, Archemix has the option to co-develop and co-promote aptamer product candidates in order to expand its development and marketing expertise. Archemix expects that these strategic alliances will also enable it to develop its own capabilities in these areas by working closely with its collaborators in developing and commercializing aptamer product candidates. Consistent with this strategy, Archemix plans to discover aptamers to treat cancer as part of its research and development collaborations with Merck Serono. As part of one of these collaborations, Archemix retains the right to co-develop and co-promote some or all of the aptamer product candidates in the United States subject to the collaboration.

•  Identify strategic opportunities to license Archemix’s technologies to others.  Archemix intends to continue to license its intellectual property to third parties to develop their own aptamer therapeutics, primarily for chronic indications. Archemix expects to continue to use such agreements as part of its strategy to expand the commercial potential for aptamer therapeutics and to fund the development of its product pipeline. To date, Archemix has entered into aptamer product development agreements with more than 10 biotechnology and pharmaceutical companies, including Pfizer, Merck Serono and Takeda Pharmaceuticals. These agreements provide Archemix with a source of cash flow in the form of upfront payments, research funding and/or payments if Archemix achieves specified milestones. In addition, Archemix has the right to receive royalties from future product sales, if any, although it has not received any royalties to date. Some of the agreements also provide Archemix with equity investments, co-development rights, co-promotion rights, rights of first refusal or profit sharing rights.

•  Maintain and expand Archemix’s proprietary technology and intellectual property position.  Archemix owns or exclusively licenses an extensive estate of issued patents and pending patent applications for the discovery and development of aptamers and their role in treating disease. Archemix believes that its

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intellectual property position is and will continue to be a key factor in its discovery and development efforts and its ability to form strategic relationships with others. Archemix intends to expand its intellectual property position by filing additional patent applications covering fundamental aspects of aptamers and through in-licensing agreements that provide Archemix with access to technologies useful in the development of aptamer therapeutics.

The Aptamer Development Pipeline

Archemix believes that aptamers can be used to treat acute and chronic diseases. To date, Archemix has elected to focus its internal drug discovery and development efforts primarily on acute indications related to rare hematological diseases and to collaborate with third parties for other acute indications and for chronic indications. The table below summarizes the most advanced aptamer product candidates Archemix is developing on its own, the aptamer product candidates Archemix has the option to co-develop with others, and the aptamer product candidates being developed under licenses Archemix has granted to others.

	Aptamer Product
Development	Candidate		Stage of	Collaborator/
Rights	(Molecular Target)	Target Indication	Development	Licensee
Being developed by Archemix:	ARC1779 (von Willebrand Factor)	Thrombotic Microangiopathies	Phase 2b currently enrolling patients	None
	ARC1779 (von Willebrand Factor)	Carotid endarterectomy	Phase 2a expected to commence in 1Q09	None
	ARC5692	Sickle Cell Disease (Acute Chest Syndrome)	Pre-clinical development	None
		Hemophilia	Research	None
Being developed by others with specified co-development rights:	Anti-Cancer Aptamers	Multiple Cancers	Research	Merck Serono
Being developed by others under license:	AS1411 (Nucleolin)	Acute Myeloid Leukemia	Phase 2 commenced in 3Q07	Antisoma
	AS1411 (Nucleolin)	Renal Cell Carcinoma	Phase 2 commenced in 3Q08	Antisoma
	REG1 (Factor IXa)	Percutaneous Coronary Intervention, PCI	Phase 2 completed enrollment in 4Q08	Regado Biosciences
	REG1 (Factor IXa)	Coronary Artery Bypass Graft Surgery, CABG	Phase 2b expected to commence in 3Q09	Regado Biosciences
	NU172 (Thrombin)	CABG, PCI, Kidney Dialysis	Phase 2 expected to commence in 4Q08/1Q09	Nuvelo
	E10030 (PDGF)	Age Related Macular Degeneration (AMD)	Phase 1 commenced in 1Q08	Ophthotech
	ARC1905 (C5)	AMD	Phase 1 commenced in 4Q08	Ophthotech

Archemix’s Proprietary Aptamer Product Candidate: ARC1779

Archemix’s lead aptamer product candidate, ARC1779, is a PEGylated aptamer consisting of 40 nucleotides that is administered intravenously. ARC1779 is designed to inhibit the platelet-binding function of a protein called von Willebrand Factor, or vWF. vWF plays a key role in the normal blood clotting process by mediating platelet activity. The body regulates vWF to maintain the normal balance between clotting and bleeding. The increase of vWF can cause disease characterized by excessive clotting, while a deficiency of vWF can cause disease characterized by excessive bleeding. Archemix believes that ARC1779, with its potential to inhibit the function of vWF, could address significant, unmet medical needs in the treatment of patients who are suffering from blood disorders characterized by the increase of vWF.

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Archemix is developing ARC1779 to treat thrombotic microangiopathies, or TMA, which is a group of diseases caused by the increase of vWF. These diseases are characterized by the formation of excessive blood clots which block, or occlude, the arterial circulation and cause injury to key organs, including the brain, heart and kidneys. TMA includes the various forms of thrombotic thrombocytopenic purpura, or TTP, and hemolytic uremic syndrome, or HUS. TTP is a disease characterized by decreased platelet counts, or thrombocytopenia, the abnormal fragmentation of red blood cells, or microangiopathic hemolytic anemia, and small blood clots, or microthrombi. HUS is a disease characterized by thrombocytopenia, hemolytic anemia and kidney failure. There is no drug treatment specifically approved for patients with any form of TMA. Based on published case studies, Archemix believes that the mortality rate for patients with TTP, which accounts for most of the patients with TMA, is up to approximately 20%.

In March 2007, Archemix completed a Phase 1 clinical trial of ARC1779 in 47 healthy volunteers in which it observed no serious adverse events. In addition, Archemix observed that vWF activity and platelet function were inhibited in a manner that correlated to the dose and concentration of ARC1779. Archemix believes that the results of this trial demonstrate the mechanism of action of ARC1779 and support the continued development of this aptamer product candidate in patients with TMA. In January 2008, Archemix commenced a Phase 2a clinical trial of ARC1779 in patients suffering from TTP. As of December 1, 2008, Archemix had completed enrollment in the Phase 2a trial in TTP patients. In total, 21 patients were enrolled in the Phase 2a trial. On August 4, 2008, Archemix submitted an IND for a Phase 2b trial of ARC1779 in patients suffering from TMA to the FDA, which included interim safety data from the Phase 2a trial. The IND became effective on September 4, 2008. Currently, one site in the United States is active and recruiting patients for the Phase 2b trial. Archemix also has regulatory approval to conduct the Phase 2b trial in Canada and the United Kingdom and is waiting for regulatory approval in Austria, Switzerland and Italy. Archemix estimates that a total of approximately 35 sites worldwide will be activated and recruiting patients during the course of the Phase 2b trial. Assuming timely enrollment, Archemix believes that the recruitment phase of the study could last approximately 24 months.

ARC1779 for the treatment of TTP has received orphan designation in both the United States and the European Union.

ARC1779 for TMA

Thrombotic microangiopathies, or TMA, is a group of rare blood disorders characterized by thrombocytopenia, microangiopathic hemolytic anemia, and microthrombi that occur primarily from the increase of vWF activity, which results in the formation of excessive blood clots which block, or occlude, the arterial circulation and cause injury to key organs, including the brain, heart and kidneys. This process leads to a consumption of platelets and thus a low platelet count and a variety of other symptoms such as anemia, purpura, renal failure, fragmented blood cells severed by fibrin products, and ischemic injury to target organs including the heart and brain. TMA include TTP and HUS. TTP has various forms, including familial TTP, which results from congenital defects or deficiencies of the enzyme ADAMTS13, which normally inactivates vWF; acquired or idiopathic TTP, which typically results from the formation of antibodies which inhibit the function of ADAMTS13; and forms of TTP which occur as a consequence of pre-existing medical conditions such as autoimmune disorders or drug toxicity related to procedures such as chemotherapy.

The enzyme ADAMTS13, which is responsible for regulating vWF by inactivating it, is necessary to maintain the normal balance between bleeding and clotting. In patients suffering from TMA, vWF is not properly broken down. This permits vWF to bind excessively to platelets, causing excessive blood clots. These clots form throughout the circulation and can lead to serious medical consequences such as strokes, seizures, kidney failure and heart attack. Each year in the United States, between four and 11 new cases of TMA per million of the total population are diagnosed. There is no drug treatment specifically approved for patients with any form of TMA.

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Role of von Willebrand Factor in TMA

When blood vessels are cut or damaged as a result of an injury, there is a natural process to stop the resulting loss of blood. This is accomplished by solidification of the blood during a process called coagulation or clotting. When activated, vWF plays two important roles in the normal clotting process. First, vWF helps platelets adhere to damaged blood vessels. This immediate response forms an initial platelet coating at the site of injury. Second, vWF plays an important role in the accretion of additional platelets, and stimulation of additional platelet functions strengthens and stabilizes the clot.

An important part of the clotting process is the ability of vWF molecules to bind to one another to form larger molecules known as multimers. The size of these multimers allows them to bind to more platelets than a single vWF molecule. Because each multimer can bind many platelets at the site of an injury, the larger the multimer, the more extensive the binding. However, if a vWF multimer becomes too large it can bind excessively to platelets and cause undesired clots. The size of vWF multimers is regulated by ADAMTS13, which breaks down vWF multimers that have become too large. In the absence of ADAMTS13, long chains of vWF molecules, known as ultra-large multimers, form. These ultra-large vWF molecules are especially adhesive and can bind excessively to platelets and cause undesired clots.

Although vWF is synthesized normally in patients suffering from TMA, the deficiency or inhibition of ADAMTS13 in these patients results in an abnormal persistence of ultra-large vWF molecules circulating in their blood. These circulating ultra-large molecules abnormally bind platelets together, causing widespread and excessive clot formation, or thrombosis. As these clots grow in size and multiply, they may result in an acute episode in patients with TMA that restricts blood flow to critical organs such as the brain, kidneys, and heart, which may potentially cause strokes, seizures, kidney failure or heart attack. In all forms of TMA, patients suffer from an increase of vWF activity, which leads to excessive platelet aggregation and clotting. However, the ADAMTS13 deficiency that characterizes TMA does not by itself trigger an acute episode in patients with TMA.

Patients with TMA may live for an extended period of time with normal platelet levels and an absence of the systemic blood clots that characterize an acute episode in patients with TMA. While there is no predictive method for determining when, or if, a TMA patient will suffer an acute episode, certain factors such as pregnancy, infections, or other conditions may increase this risk. Once patients have experienced an acute episode and recovered, they are considered to be in remission. While in remission, some of these patients are susceptible to a re-occurrence and may experience a subsequent acute episode. Based on published case studies, Archemix believes that the risk of a recurrent episode ranges between 20% and 40% in patients with TTP.

Limitations of Current Therapies

There is no drug treatment specifically approved for patients with any form of TMA. Patients suffering from an acute episode of TTP are managed in the hospital by removing and replacing their plasma with fresh plasma from donors, which is known as plasma exchange. Although plasma exchange can reduce the risk of death, it is an expensive, invasive and time consuming procedure. Even with plasma exchange, acute episodes of TTP are associated with a high mortality rate, estimated to be as high as approximately 20%. Even in non-fatal cases there can be serious medical consequences such as strokes, seizures, kidney failure and heart attack. According to the Agency for Healthcare Research and Quality, or AHRQ, TTP patients require an average of nearly two weeks of plasma exchange therapy to achieve remission.

Potential Advantages of ARC1779

Because TMA is fundamentally a disease of excessive vWF activity, and because ARC1779 targets activated vWF, Archemix believes that ARC1779 can reduce or eliminate the formation of blood clots that cause the morbidity and mortality associated with acute episodes of TMA. Archemix believes that ARC1779 can bind to and inhibit the activity of ultra-large vWF molecules, thereby potentially reducing the formation of blood clots in patients experiencing acute episodes of TMA. Archemix believes that treating patients suffering

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an acute episode of TMA with ARC1779 in combination with plasma exchange could reduce the incidence of serious medical consequences such as strokes, seizures, kidney failure and heart attack.

In laboratory experiments, when Archemix either added ARC1779 to blood samples taken from TTP patients or took blood samples from TTP patients treated with ARC1779, ARC1779 blocked excessive vWF activity and related platelet function.

Phase 1 Clinical Development

In March 2007, Archemix completed a Phase 1 clinical trial of ARC1779 in 47 healthy volunteers. The primary objectives of the Phase 1 trial were to assess the safety and tolerability of ARC1779 and to establish proof of mechanism by determining the relationship between the administered doses of ARC1779 and the inhibition of plasma vWF activity and platelet function. The study evaluated five ascending doses of ARC1779, with each such dose administered as a single rapid infusion over approximately 15 minutes, and one additional dose of ARC1779 administered as a rapid infusion over approximately 15 minutes followed by four-hour infusion. Cutaneous bleeding time was measured as a proxy for bleeding risk potentially associated with ARC1779 administration. Archemix observed no serious adverse events in the Phase 1 trial, however, one participant experienced an allergic-like reaction following a rapid bolus administration of ARC1779, resulting in dizziness, nausea, abdominal pain, shortness of breath, a flushing sensation, signs of hypotension, rapid heart rate, respiratory wheezing, and a few, diverse abnormal lab test results. No treatment intervention was required, and these signs and symptoms resolved spontaneously within 24 hours. In other participants, the occurrence of mild or moderately severe, non-serious adverse events which were potentially attributable to ARC1779 included dizziness, flushing, excessive sweating, chest discomfort, nausea, vein inflammation and a few, diverse abnormal lab test results.

Archemix believes that the data from the Phase 1 clinical trial demonstrate the mechanism of action of ARC1779. ARC1779 demonstrated dose- and concentration-dependent inhibition of plasma vWF activity and platelet function. In the trial, Archemix was able to inhibit both vWF activity and platelet function to the limits of assay detection.

In October 2007, prior to the commencement of Archemix’s Phase 2a clinical trial, a physician at the Medical University of Vienna in Austria administered ARC1779 to a patient diagnosed with acute TTP. In Europe, medical practitioners can request and use certain product candidates prior to their approval by the applicable regulatory authorities where there is unmet clinical need and the practitioners are satisfied that the use of the product candidate would provide a direct benefit to the patient. This practice is referred to as treatment on a named patient basis. ARC1779 was administered in conjunction with daily plasma exchange to this TTP patient for a total of 30 days. During this course of treatment, Archemix observed a sustained rise in the patient’s platelet count and a reduction in the levels of biomarkers associated with cellular damage in the circulatory system. Archemix believes these data demonstrate that ARC1779 interfered with the disease process, reducing the excessive vWF activity and resulting platelet aggregation that is the hallmark of acute TTP. Notwithstanding the results observed in this single patient, Archemix may not be able to replicate these results.

Phase 2a Clinical Development

Based on the results of laboratory experiments using blood extracted from TTP patients and Archemix’s Phase 1 clinical trial of ARC1779 in healthy volunteers, Archemix commenced a Phase 2a clinical trial of ARC1779 in January 2008. As of December 1, 2008, Archemix had completed enrollment in the Phase 2a trial in TTP patients. This trial was conducted at a single center at the Medical University of Vienna in Austria and was designed to evaluate the safety and pharmacokinetic and pharmacodynamic activities of ARC1779 in patients with vWF-related platelet function disorders. Participants in the study included patients suffering an acute episode of TTP, patients who previously suffered an acute episode of TTP but are considered to be in remission, patients with familial TTP and patients with a subtype of von Willebrand Disease, referred to as Type 2B, or vWD-2B, which is characterized by excessive, unregulated binding of vWF to platelets. Archemix included patients with vWD-2B because the excessive, unregulated binding of vWF to platelets in these patients

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is similar to the binding of vWF to platelets in patients who suffer from TMA. Archemix believes that studying the properties of ARC1779 in vWD-2B will generate supportive data for the continued clinical development of ARC1779 in TMA. Archemix does not, however, intend to pursue ARC1779 for vWD-2B commercially.

The primary objective of the Phase 2a trial was to assess ARC1779’s activity in the presence of the excessive activity of vWF that characterizes TMA, as measured by changes in vWF activity, platelet count and vWF-related platelet function. Archemix also evaluated the safety of ARC1779 in this trial. The Phase 2a trial enrolled 21 patients: three cohorts consisted of six total patients with TTP in remission; one cohort of eight patients who experienced an acute episode of TTP; one cohort of two patients with familial TTP who received ARC1779 administered both intravenously and sub-cutaneously; one cohort of two patients with vWD-2B; and one cohort of three patients with familial TTP who received a higher dose than that administered to the other cohorts in the Phase 2a trial. The TTP portion of the trial was open-label, while the vWD-2B cohort was randomized, double-blind and placebo-controlled. Each of the three cohorts of patients with TTP in remission received a different dose of ARC1779 over pre-specified dosing periods. Archemix selected the three doses of ARC1779 tested in the Phase 2a trial based on the results of its Phase 1 clinical trial in healthy volunteers. Because each cohort is discrete, Archemix can harvest and analyze data on a cohort-by-cohort basis. Initial data from the Phase 2a trial were presented at the American Society of Hematology meeting in San Francisco in December 2008. One poster presentation described the effects of ARC1779 on platelet counts in three patients suffering from TTP. This poster also disclosed data relating the concentration of ARC1779 to the platelet function and vWF activity. A second poster described the effects of administering ARC1779 to patients with vWD-2B.

In the Phase 2a clinical trial, Archemix observed a serious adverse reaction. The reaction was an allergic-like reaction following administration of ARC1779, resulting in patient dizziness, nausea, abdominal pain, shortness of breath, a flushing sensation, abnormally low blood pressure, rapid heart rate, respiratory wheezing, and a few, diverse abnormal lab test results. A standard treatment protocol for presumed allergic reaction was administered and the patient fully recovered within a few hours with resolution of all clinical symptoms. In response and in order to lower the risk of such reactions in the future, Archemix slowed the rate of administration, reducing the concentration and the rate of loading dose administration by means of a stepwise infusion in which the rate of administration and therefore the plasma concentration of ARC1779 rises slowly and incrementally. Because patients with TMA are already in the hospital for ongoing treatment a slower rate of administration is not problematic for patients with TMA.

Phase 2b Clinical Development

On August 4, 2008, Archemix submitted an IND for the Phase 2b trial of ARC1779 to the FDA, which included interim safety data from the Phase 2a trial. The IND became effective on September 4, 2008. In September 2008, Archemix submitted a request for a Clinical Trial Authorization, or CTA, to the United Kingdom and a Clinical Trial Application to Canada for this trial. Regulatory approval was granted in both countries in October 2008. In addition, Archemix has submitted the necessary regulatory documents to the respective governing bodies overseeing the conduct of human clinical trials in Austria, Switzerland and Italy and is awaiting approval in these countries. Currently, one site in the United States is active and recruiting patients for the Phase 2b trial. Archemix estimates that a total of approximately 35 sites worldwide will be activated and recruiting patients during the course of the Phase 2b trial. Assuming timely enrollment, Archemix believes that the recruitment phase of the study could last approximately 24 months. Because TMA is a rare disease, the completion of the Phase 2b clinical trial will effectively be determined by the availability of patients to be recruited across the largest manageable number of study sites within a reasonable period of time.

The Phase 2b clinical trial is planned to evaluate the efficacy, safety and tolerability of ARC1779 in patients with TMA. In addition, Archemix will observe the concentration response of ARC1779 for efficacy- and safety-related effects and the concentration response relationships among ARC1779 pharmacokinetic and pharmacodynamic parameters. The primary endpoint of the clinical trial is a composite of clinical events and biomarker evidence for injury to the target organs commonly affected by TMA, including the brain, heart, and kidneys. The Phase 2b clinical trial will be a randomized, double-blind, placebo-controlled, dose-ranging study in approximately 100 TMA patients. Enrolled patients will receive either one of three different doses of

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ARC1779 administered intravenously, or placebo. Treatment with ARC1779 or placebo is to be given in three ascending dose cohorts: a low dose cohort targeting a plasma drug concentration of 3 micrograms per milliliter, a medium dose cohort targeting a plasma drug concentration of 6 micrograms per milliliter and a high dose cohort targeting a plasma drug concentration of 12 micrograms per milliliter. The study is to enroll patients with initial or relapsed TMA including those with familial TTP, idiopathic acquired TTP, HUS or other related TMA.

ARC1779 for Carotid Endarterectomy

Carotid endarterectomy is a surgical procedure which removes an unwanted build-up of inflammatory cells, cholesterol and cellular debris known as plaque from the inner lining of the major arteries in the neck which supply blood to the brain. These vessels, known as the carotid arteries, can become narrowed by plaque, causing a reduction in blood flow to the brain. Blood clots can form on the surface of the plaque. Plaque or clots can then break loose and travel to the brain, blocking the blood flow to the brain and potentially causing permanent brain damage, stroke or death, if a large enough area of the brain is affected. If a clot or plaque blocks only a tiny artery in the brain, it may cause a transient ischemic attack, or TIA, also known as a mini-stroke. For patients experiencing a minor stroke or a TIA, a surgeon may recommend the surgical procedure known as carotid endarterectomy to remove plaque in the carotid arteries and help prevent a stroke. According to the AHRQ, more than 114,000 carotid endarterectomy procedures were performed in the United States in 2006.

Role of vWF in Carotid Endarterectomy

Carotid endarterectomy is performed in conjunction with the administration of anti-thrombotic drugs, including anti-platelet agents, to prevent the formation of additional blood clots during and after the procedure. During the procedure, the surgeon removes the plaque causing the arterial blockage. The removal of plaque leaves the internal lining of the artery injured and denuded. In response to this injury, vWF is activated and actively recruits platelets to the site of injury. These recruited platelets aggregate on the blood vessel wall and form the beginning of a blood clot. As the blood clot grows and shear force within the artery is further increased, more vWF is activated, enabling the formation of new and larger clots. Surgeons use anti-thrombotic drugs including anti-platelet agents during the carotid endarterectomy to minimize the growth of these clots and reduce the risk that these clots will break off and travel to the brain, which could block the blood flow to the brain and cause a stroke.

Limitations of Current Therapies

Archemix believes that the anti-platelet agents currently used in patients undergoing a carotid endarterectomy have several limitations. These agents, which include aspirin, dipyridamole, and Clopidogrel^®, suppress platelet function in the veins and arteries throughout the body beyond the region of the primary blood clot. Accordingly, there is an increased risk of significant bleeding in the systemic circulation in patients receiving these drugs. In addition, the efficacy of these existing agents for suppression of platelet function and reduction of stroke risk is limited and Archemix believes that there is an unmet need for new drugs which are both safer and more effective.

Potential Advantages of ARC1779

Because only activated vWF plays a role in thrombus formation, Archemix believes that using ARC1779 to inhibit activated vWF may lead to improved outcomes for patients undergoing carotid endarterectomy. Archemix also believes that by targeting vWF, ARC1779 may reduce bleeding risk during carotid endarterectomy compared to other anti-platelet agents. Because ARC1779 targets and binds to only activated vWF, the anti-platelet effect of ARC1779 should only be present in regions subject to high physical shear forces. These shear forces are only present in the arteries, including those leading into and within the brain. Therefore, Archemix believes that ARC1779 can locally suppress platelet function and thrombus formation in the carotid arteries, while not disrupting normal platelet function and blood clotting in the remainder of the body.

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Phase 2a Clinical Development

Archemix submitted the request for a CTA in the United Kingdom for the Phase 2a trial in September 2008. Regulatory approval was received in November 2008, and Archemix expects to dose the first patient in this trial as early as the first quarter of 2009.

The Phase 2a trial will evaluate the safety and efficacy of ARC1779 in patients undergoing carotid endarterectomy. The primary objectives of the trial will be to measure the effectiveness of ARC1779 in reducing the number of small blood clots which form immediately following the operation and then flow to the brain, and assess the safety of ARC1779 by measuring the amount of bleeding that occurs at the site of surgery during the operation. This trial is expected to be a randomized, double-blind, placebo controlled single dose study in up to 100 patients undergoing elective carotid endarterectomy. Other secondary objectives expected to be assessed include the effect of ARC1779 administration on reducing the brain damage caused by the small blood clots which form immediately following the operation. The study will also assess the safety and tolerability and the pharmacokinetic and pharmacodynamic parameters of ARC1779.

Prior Clinical Trials of ARC1779

Previously, Archemix was investigating ARC1779 for the treatment of patients with acute coronary syndrome undergoing percutaneous coronary intervention, or PCI. Archemix commenced a Phase 2a clinical trial of ARC1779 in this patient population in November 2007. The planned enrollment for this clinical trial was 300 patients, but Archemix prematurely terminated the trial after only 20 patients were enrolled. The premature termination was necessitated by the occurrence of the serious adverse reaction in the simultaneously conducted Phase 2a clinical trial in patients with TTP, as discussed above. In response to this reaction and in order to lower the risk of such reactions in the future, Archemix slowed the rate of administration of ARC1779 in a manner that made it impractical to use ARC1779 in the emergent care setting of PCI for acute coronary syndrome. Patients with TMA and/or carotid endarterectomy, however, are already in the hospital and thus, a slower rate of administration is not problematic for these patient populations.

ARC5692 for Sickle Cell Disease

Archemix’s aptamer product candidate ARC5692 is a PEGylated aptamer in pre-clinical development. ARC5692 is designed to inhibit the function of a protein called P-selectin in patients with sickle cell disease, or SCD. Patients with SCD may experience pain and organ failure when their abnormally shaped, or sickled, red blood cells block the blood flow through small vessels and deprive tissues of oxygen. This blockage is known as a vaso-occlusive crisis. Archemix believes that there is an unmet medical need in the treatment of vaso-occlusive crisis. Archemix may advance ARC5692 either on its own or through a strategic alliance.

Hemophilia Research Programs

In addition to the clinical development of ARC1779 for TMA and the pre-clinical development of ARC5692 for SCD, Archemix is currently conducting multiple research programs for the discovery and development of aptamer product candidates for use in hemophilia. Archemix believes that there is an unmet medical need and significant potential commercial opportunity, in hemophilia. Archemix is researching aptamers that may bind to and inhibit the function of certain proteins that it believes may play a role in the treatment of this disease. Archemix may advance these aptamer product candidates either on its own or through strategic alliances.

Aptamer Therapeutics Being Developed by Others Under License

Archemix has entered into license agreements with other companies which allow them to use Archemix’s proprietary technology to develop aptamer product candidates that address multiple disease categories, including cardiovascular disease, cancer and autoimmune, inflammatory and ophthalmologic diseases. Listed below are the most advanced aptamer product candidates being developed by these companies.

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AS1411

Pursuant to a license agreement with Archemix, Antisoma plc is developing an aptamer it calls AS1411. AS1411 binds to a protein called nucleolin, which is found on the surface of cancer cells. When AS1411 binds to nucleolin, it is internalized and has been shown to kill cancer cells in a range of animal models. Antisoma studied AS1411 in a Phase 1 clinical trial that concluded in October 2006. In total, the study enrolled 30 patients. The data presented by Antisoma at the European Society of Medical Oncology meeting in October 2006 showed that signs of anti-cancer activity were observed in patients with renal cell carcinoma. Twelve of the patients in the Phase 1 clinical trial had this type of cancer. Of these patients, two showed a complete or partial response, both with tumor shrinkage, and seven additional patients experienced disease stabilization for two months or longer. Furthermore, no serious adverse events related to drug administration were reported at any dose level.

In August 2007, Antisoma commenced a Phase 2 clinical trial with AS1411 in patients with relapsed and refractory acute myeloid leukemia, or AML. In July 2008, Antisoma announced initial results from this clinical trial. In total, 33 patients were randomly assigned to be treated with either 10 mg/kg/day of AS1411 plus an approved drug known as cytarabine, or with cytarabine alone. According to Antisoma, the addition of AS1411 to cytarabine at this dose was well tolerated. Antisoma reported activity data from 16 patients. Among 11 patients who received AS1411 plus cytarabine, one had a complete response, or CR, and one had a complete response with incomplete recovery of platelet counts, or CRP, while a third patient had a response but had cancer cells remaining. Among five patients who received cytarabine alone, none had a CR or CRP. Patients who did not respond to cytarabine alone could be crossed over to receive AS1411 plus cytarabine; two of the first five patients crossed over and one showed a 90% reduction in cancer cell count after treatment with the combination.

In September 2008, Antisoma announced that it commenced a separate Phase 2 clinical trial of AS1411 in patients with renal cell carcinoma. In December 2008, Antisoma announced initial results from this clinical trial. In total, 28 patients who were assigned to be treated with either 10 mg/kg/day of AS1411 plus an approved drug known as cytarabine, or with cytarabine alone, were evaluated for efficacy. According to Antisoma, the addition of AS1411 to cytarabine at this dose was well tolerated. Among the patients who received AS1411 plus cytarabine, two had a complete response, or CR, and one had a complete response with incomplete recovery of platelet counts, or CRP. Among five patients who received cytarabine alone, none had a CR or CRP. Patients who did not respond to cytarabine alone could be crossed over to receive AS1411 plus cytarabine; one of the first three patients crossed over and one showed a 90% reduction in cancer cell count after treatment with the combination.

REG1

Pursuant to a license agreement with Archemix, Regado Biosciences, Inc. is developing an aptamer-antidote anticoagulation system it calls REG1 for use in cardiovascular indications including CABG and PCI.

The REG1 anticoagulation system comprises two components, a drug component known as RB006 and its specific complementary oligonucleotide antidote known as RB007. RB006 is an aptamer that targets activated factor IXa, which is one of several key enzymes involved in the regulation of blood clotting. By binding to factor IXa, RB006 blocks the enzymatic activity of the protein and the subsequent sequence of coordinated steps culminating in the generation of thrombin, which is a protein required for blood clotting. The resulting period of anticoagulation is maintained until the administration of the antidote RB007, which is a complementary nucleic acid sequence that binds rapidly to RB006, preventing it from binding to and inhibiting factor IXa activity.

Regado completed a Phase 1 clinical trial of the REG1 system and presented study data at the American Heart Association meeting in November 2006. In total, the clinical trial enrolled 85 healthy volunteers. The data presented by Regado established a close correlation among aptamer dose, aptamer plasma concentration, factor IX activity and measures of anticoagulation. The antidote was also shown to reverse the pharmacologic effects of the aptamer. Regado has also completed two additional Phase 1 clinical trials involving 88 additional subjects, the results of which were published in the journal Circulation and are the first to show in patients

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that Regado’s aptamer-based anticoagulant effectively inhibited factor IX activity, and that the anticoagulant’s activity was reversed rapidly and safely by its matched antidote. In October 2008, Regado announced that it had completed enrollment in a multi-center, open-label, randomized Phase 2a clinical trial of REG1 in 26 patients undergoing elective PCI. In addition, Regado has advised Archemix that it expects to commence a Phase 2b clinical trial of REG1 in patients undergoing CABG in the third quarter of 2009.

NU172

Pursuant to a license agreement with Archemix, Nuvelo, Inc. is developing an aptamer it calls NU172 as an anticoagulant for use in acute cardiovascular surgeries. NU172 is being tested as a fast-acting, short half-life anti-coagulant. NU172 targets thrombin, which is a protein required for blood clotting. NU172 is designed to be administered by intravenous infusion during an acute cardiovascular surgical procedure to prevent the formation of harmful blood clots. The resulting period of anticoagulation is designed to be maintained until the infusion is stopped. With its rapid offset of action, NU172 is designed to return the body to its normal state of hemostasis shortly after the cessation of the infusion.

Nuvelo completed Phase 1a and 1b clinical trials with NU172. In August 2008, Nuvelo announced the results of the Phase 1b trial, which demonstrated that NU172 produced and maintained dose-dependent increases in anticoagulation with a rapid return toward baseline after the infusion ended with a favorable safety profile. Nuvelo has announced that it plans to commence a Phase 2 study evaluating NU172 in the fourth quarter of 2008 or the first quarter of 2009.

E10030

Pursuant to a license agreement with Archemix, Ophthotech is developing an aptamer it calls E10030, for the potential treatment of wet AMD.

Neovascular, or wet AMD, results in sudden and often substantial loss of central vision and is responsible for the majority of cases of severe loss of visual acuity in this disease. Wet AMD results when abnormal blood vessels proliferate under and/or within the retina. These blood vessels leak blood and fluid into the retina, which results in vision loss. It is believed that proteins including platelet-derived growth factor-B, or PDGF-B, and vascular endothelial growth factor, or VEGF, are key mediators of the excessive and abnormal blood vessel growth. Therefore, combination therapy in wet AMD with anti-VEGF and anti-PDGF agents could represent a new therapy for treating wet AMD.

E10030 is an aptamer directed against PDGF-B. Pharmacology studies indicate that E10030 binds to PDGF-B with high specificity and affinity and inhibits the functions of PDGF-B. In preclinical studies, E10030 demonstrated the potential to regress neovascularization when used in combination with a VEGF inhibitor. In February 2008, Ophthotech commenced a Phase 1 clinical trial of E10030 for the treatment of wet AMD. The Phase 1 trial will assess the safety and tolerability of E10030 in combination with an anti-VEGF agent. Ophthotech expects that this clinical trial will enroll up to a maximum of 36 patients.

ARC1905

Pursuant to a license agreement with Archemix, Ophthotech is also developing an aptamer it calls ARC1905 for the potential treatment of wet AMD and non-neovascular or dry AMD.

Dry AMD, is characterized by slow degeneration of the light-sensitive photoreceptor cells in the eye which leads to gradually blurring of the central vision in the affected eye. The deterioration of vision is usually gradual over a period of years but is considered irreversible and can result in profound vision loss. Additionally, dry AMD can progress to the wet form of the disease.

Ophthotech has stated that it believes that both the wet and dry forms of AMD are primarily the result of an inflammatory process. ARC1905 is an aptamer that targets and suppresses a protein known as C5 which plays multiple roles in the body’s immune system and inflammatory responses. In October 2008, Ophthotech commenced a Phase 1 clinical trial of ARC1905. This Phase 1 clinical trial will assess the safety and tolerability of ARC1905 in combination with an anti-VEGF agent.

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Archemix’s Collaboration Agreements

Archemix has licensed its intellectual property to discover or develop aptamer therapeutics to more than ten biotechnology and pharmaceutical companies, including Merck Serono, Pfizer, and Takeda Pharmaceuticals. These agreements provide Archemix with the right to receive upfront payments, research funding, payments if Archemix achieves specified milestones and/or potential royalties from any product sales. Some of the agreements also provide Archemix with equity investments, co-development rights, co-promotion rights, rights of first refusal and/or profit sharing rights. Archemix’s current material collaboration agreements are summarized below.

						Potential
				Payments		Future			Archemix’s
	Scope/	Disease	Stage of	Received(1)		Payments(2)			Product
Party	Product(s)	Category	Development	(Millions)		(Millions)			Rights
Ribomic (June 2008)	Aptamers to 6 targets	Various therapeutic areas	Research	$	3.0	$	237.0		None
Ribomic (December 2007)	Aptamers to 1 target	Various therapeutic areas	Research	$	1.0	$	38.0		None
Merck Serono (June 2007 Agreement)	Aptamers to 12 targets	Cancer, Inflammation, Autoimmune	Research	$	32.1	$	580.9		Co-development/ co-promotion option in the US
Merck KGaA (January 2007 Agreement)	Aptamers to 2 targets	Cancer	Research	$	7.1	$	122.0		Co-promotion option in the US
Pfizer	Aptamers to 3 targets	Various therapeutic areas	Research	$	6.0	$	104.6		None
Takeda Pharmaceuticals	Aptamers to 3 targets	Various therapeutic areas	Research	$	8.1	$	253.5		None
Nuvelo	NU172 and short-acting aptamers to specified targets	Anti-coagulation/ acute cardiovascular	Phase 2 expected to commence 4Q08/1Q09	$	12.4	$	68.0		Worldwide profit share option
Antisoma	AS1411	Acute myeloid leukemia	Phase 2 commenced 2Q07		N/A		N/A		Right of first refusal to market in US
		Renal Cell Carcinoma	Phase 2 commenced 3Q08		N/A		N/A		Right of first refusal to market in US
Regado Biosciences	REG1	Anti- coagulation/ acute cardiovascular	One Phase 2 trial completed enrollment in 4Q08, and one Phase 2 trial commenced 1Q08		N/A	$	5.5		None
Ophthotech(3)	E10030	Age-related macular degeneration (AMD)	Phase 1 commenced in 1Q08	$	4.6	$	11.0		None
Ophthotech	ARC1905/ Aptamers to C5	AMD	Phase 1 commenced in 4Q08	$	1.0	$	86.5	(4)	None

(1)	Amounts are as of September 30, 2008. Includes upfront payments, equity investments, research funding and milestone payments.
(2)	Includes potential milestone payments but excludes research funding and potential royalties on any approved products.
(3)	OSI Pharmaceuticals assigned its rights under Archemix’s collaboration agreement to Ophthotech Corporation in July 2007.
(4)	Represents potential milestone payments per aptamer product candidate, as there is no specific number of aptamer product candidates contemplated by the agreement.

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Merck Serono

June 2007 Agreement

In June 2007, Archemix entered into an agreement with Merck KGaA, acting for its division Merck Serono, for the discovery, development and commercialization of aptamers against targets with application in the prevention and treatment of cancer, inflammatory and autoimmune indications. Under the agreement, Merck Serono has the right to nominate a target which Archemix will then either accept or reject under specified conditions, such as if Archemix is developing the target itself or has licensed it to others. Merck Serono has the exclusive, worldwide right, subject to Archemix’s co-development and co-promotion option in the United States, to develop and commercialize aptamers for therapeutic indications against the targets that are the subject of the collaboration.

Archemix and Merck Serono have agreed to conduct up to 12 research projects to identify aptamers, including 10 new projects. Five of the new research projects will be conducted by Archemix and five will be conducted jointly by Archemix and Merck Serono. Of these 10 research projects, six must be for cancer indications. Merck Serono also has an option to designate two specified current Archemix cancer research projects under the agreement as collaboration research projects. Merck Serono has the right to acquire exclusive worldwide licenses to develop and commercialize aptamers from eight of the 12 research projects. As of December 1, 2008, Merck Serono had selected five targets for Archemix to research under the agreement. The research term is five years and the term of the agreement is for the duration of the research term and thereafter for so long as Merck Serono is developing or commercializing an aptamer product candidate arising out of the collaboration. The royalty term begins on the date of the first commercial sale and expires on the later of the expiration of the last to expire applicable licensed patent or 10 or 15 years, depending on specified conditions, from the date of first commercial sale of any aptamer product candidates developed under the agreement. Archemix has the option, but not the obligation, to co-develop and co-promote in the United States any aptamer product candidate developed under the collaboration. If Archemix exercises this option, it will be responsible for paying a specified percentage of the worldwide development and United States regulatory costs attributable to that aptamer product candidate. In return, Archemix would be entitled to receive a specified percentage of the net income derived from that aptamer product candidate in the United States in lieu of receiving milestone and research payments or any royalties on net sales of the aptamer product candidate in the United States. Archemix has the right to cease to co-develop any aptamer product candidate at three specified points prior to commercialization and, instead, become eligible to receive potential milestone payments and royalties on net sales. In connection with the agreement, Merck Serono invested $29.8 million in shares of Archemix’s Series C redeemable convertible preferred stock. Under the terms of the agreement, Archemix may be eligible to receive development, regulatory and commercial milestones of up to $580.9 million (represents total amount of milestone payments due if all products reach the market in different indications in all territories). Archemix is also entitled to research funding for the activities it conducts on behalf of Merck Serono under the collaboration and to receive royalty payments on any net sales of products that are not co-developed by Archemix and any sales of products outside of the United States that are co-developed by Archemix. Over the research term of the agreement, Merck Serono has agreed to provide funding to support Archemix’s research and development activities related to the agreement. To date, Archemix has not received any milestones or royalty payments from Merck Serono.

Merck Serono may terminate the collaboration and license agreement at any time after the five-year research term or in the event that Archemix materially breaches its obligations during the term. Archemix may terminate the agreement with respect to particular programs, products or countries in the event of specified material breaches by Merck Serono of its obligations, or in its entirety in the event of specified material breaches. If a competitor of Merck Serono of specified size acquires control of Archemix, Merck Serono can terminate the research program or specified provisions of the agreement, including Archemix’s right to co-develop and Archemix’s right to participate on the committees overseeing development under the agreement.

With respect to control over decisions and responsibilities, the collaboration agreement provides for a joint steering committee and joint research team, each consisting of an equal number of representatives of Archemix and Merck Serono. Archemix’s obligation to participate on the joint steering committee and joint

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research team ends upon the expiration of the research term of the agreement. All committee decisions will be made by unanimous vote and committee members are required to use reasonable efforts to reach agreement on all matters. If, despite such reasonable efforts, agreement on a particular matter cannot be reached, then Merck Serono has the right to make the final decision on all matters except the conduct of aptamer discovery, acceptance of targets nominated by Merck Serono and matters relating to the management of Archemix’s resources, all of which are matters for which Archemix has the right to make the final decision. All final decisions shall be made in good faith after full consideration of the positions of Archemix and Merck Serono.

To the extent that Archemix exercises its option to co-develop and co-promote aptamer product candidates, the collaboration agreement provides for a joint development committee and joint commercialization committee, each consisting of an equal number of representatives of Archemix and Merck Serono. All committee decisions will be made by unanimous vote and committee members are required to use reasonable efforts to reach agreement on all matters. If, despite such reasonable efforts, agreement on a particular matter cannot be reached, then, depending on specified conditions, the matter will be referred to the joint steering committee for resolution or Merck Serono will have the right to make the final decision. All such final decisions shall be made in good faith after full consideration of the positions of Archemix and Merck Serono.

January 2007 Agreement

In January 2007, Archemix entered into a separate agreement with Merck KGaA for the discovery, development and commercialization of aptamers against two targets with application in the prevention and treatment of cancer. Archemix and Merck KGaA have identified in the agreement two exclusive targets and two additional targets as potential replacement targets. Under the agreement, Merck KGaA has the right to nominate additional targets under specified conditions which Archemix will then either accept or reject under specified conditions, such as if Archemix is developing the target itself or has licensed it to others. Merck KGaA has the exclusive, worldwide right to develop and commercialize aptamers for therapeutic indications against the targets that are the subject of the collaboration.

Merck KGaA paid Archemix an initial upfront, non-refundable technology access and license fee in the amount of $3.0 million related to this agreement. Archemix is eligible to receive milestone payments in the aggregate amount of up to $122.0 million, contingent upon the achievement of specified development, regulatory and annual net sales milestones (represents total amount of milestone payments due if all products reach the market in different indications in all territories). Merck KGaA is also obligated to pay Archemix research funding for the activities it conducts on behalf of Merck KGaA under the collaboration and a royalty based on any net sales of products. To date, Archemix has not received any milestone or royalty payments from Merck KGaA.

The research term is three years and the term of the agreement is for the duration of the research term and thereafter for so long as Merck KGaA is developing or commercializing an aptamer product candidate arising out of the collaboration. The royalty term begins on the date of the first commercial sale and expires on the later of the expiration of the last to expire applicable licensed patent or 10 or 15 years, depending on specified conditions, from the date of first commercial sale. Merck KGaA has the exclusive, worldwide right to develop and commercialize aptamers for therapeutic indications against the targets that are the subject of the collaboration.

Merck KGaA may terminate the collaboration and license agreement at any time after the three-year research term or after two years for specified research outcomes. Either party may terminate the agreement in the event of an uncured material breach by the other party.

With respect to control over decisions and responsibilities, the collaboration agreement provides for a joint steering committee and joint research team, each consisting of an equal number of representatives of Archemix and Merck KGaA. Archemix’s obligation to participate on the joint steering committee and joint research team ends upon the expiration of the research term of the agreement. All committee decisions will be made by unanimous vote and committee members will use reasonable efforts to reach agreement on all matters. If, despite such reasonable efforts, agreement on a particular matter cannot be reached then Merck KGaA has the right to make the final decision on all matters except the conduct of aptamer discovery,

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acceptance of targets nominated by Merck KGaA and matters relating to the management of Archemix’s resources, all of which are matters for which Archemix has the right to make the final decision. All final decisions shall be made in good faith after full consideration of the positions of Archemix and Merck KGaA.

Pfizer Inc.

In December 2006, Archemix entered into an agreement with Pfizer Inc. for the discovery, development and commercialization of aptamers against three exclusive targets to be selected by Pfizer in any therapeutic area. Under the agreement, Pfizer has the right to nominate a target which Archemix will then either accept or reject under specified conditions, such as if Archemix is developing the target itself or has licensed it to others. Pfizer has the exclusive right to develop and commercialize aptamers for therapeutic indications against the targets selected through this process. As of December 1, 2008, Pfizer had selected one target for Archemix to research under the agreement.

Pfizer paid Archemix an upfront, non-refundable fee of $6.0 million. Archemix is eligible to receive milestone payments in the aggregate amount of up to approximately $104.6 million, contingent upon the achievement of specified development and regulatory milestones. Under the terms of the agreement, Archemix is responsible for research expenses. In addition, Archemix is entitled to receive royalty payments on net sales of products, and certain of the milestone payments payable under the agreement are creditable against the royalties. To date, Archemix has not received any milestone or royalty payments from Pfizer.

The research term begins on the effective date and expires on the later of three years from acceptance of the third target in the research program or three years from the effective date of the agreement. The term of the agreement is for the duration of the research term and thereafter for so long as Pfizer is developing or commercializing an aptamer product candidate arising out of the collaboration. Pfizer has the right to discontinue further research under any research plan and, to the extent any discontinuation occurs after the achievement of a specified development milestone, Pfizer is required to pay Archemix a discontinuation payment. Either Archemix or Pfizer may terminate the agreement in the event of the bankruptcy or uncured material breach by the other party. If a competitor of Pfizer of specified size acquires control of Archemix, Pfizer can terminate the research program.

With respect to control over decisions and responsibilities, the collaboration agreement provides for a research committee consisting of an equal number of representatives of Archemix and Pfizer. Archemix’s obligation to participate on the research committee ends upon the expiration of the research term of the agreement. All committee decisions will be made by unanimous vote and committee members will use reasonable efforts to reach agreement on all matters. If, despite such reasonable efforts, agreement on a particular matter cannot be reached then Pfizer has the right to make the final decision on all matters except acceptance of targets nominated by Pfizer.

Takeda Pharmaceutical Company Limited

In June 2007, Archemix entered into an agreement with Takeda Pharmaceutical Company Limited for the discovery, development and commercialization of aptamers against three targets selected by Takeda in any therapeutic area. Archemix and Takeda have identified in the agreement three exclusive targets and three additional targets as potential replacement targets. Takeda has the right at any time on or before the second anniversary of the effective date of the agreement to replace any target on the replacement list and to replace any exclusive target that is part of the research program with a target from the replacement list. Under this agreement, Archemix has the right to reject Takeda’s replacement targets under specified conditions, such as if Archemix is developing the target itself or has licensed it to others. Takeda has the exclusive right under the agreement to develop and commercialize aptamers discovered in the collaboration.

Takeda paid Archemix an initial upfront, non-refundable technology access and license fee in the amount of $6.0 million. In addition, under the agreement, Archemix is eligible to receive additional milestone payments in the aggregate amount of up to approximately $253.5 million, contingent upon the achievement of specified development, regulatory and annual net sales milestones. Archemix is also entitled to research funding for the activities it conducts on behalf of Takeda under the collaboration and to receive a royalty

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based on any net sales of products. To date, Archemix has not received any milestone or royalty payments from Takeda.

The research term is three years, subject to extension to the extent required to complete any then-ongoing research activities, not to exceed two additional years, or by mutual agreement of Takeda and Archemix. The term of the agreement is for the duration of the research term and thereafter for so long as Takeda is developing or commercializing an aptamer product candidate arising out of the collaboration. Either Archemix or Takeda may terminate the agreement in the event of the bankruptcy or uncured material breach by the other party that occurs before a specified event. In the event of an uncured material breach by the other party that occurs after the specified event, the non-breaching party may terminate the agreement only with respect to the product that is the subject of the breach. If any third party acquires control of Archemix that has a research or development program that involves an aptamer that targets an exclusive target under the agreement Takeda can under specified conditions either discontinue the further research or development of the exclusive target or limit the scope and content of the reports to be provided to Archemix by Takeda with respect to that exclusive target.

With respect to control over decisions and responsibilities, the collaboration agreement provides for a joint steering committee and joint project team, each consisting of an equal number of representatives of Archemix and Takeda. Archemix’s obligation to participate on the joint steering committee and joint project team ends upon the expiration of the research term of the agreement. All committee decisions will be made by unanimous vote and committee members will use reasonable efforts to reach agreement on all matters. If, despite such reasonable efforts, agreement on a particular matter cannot be reached then Takeda has the right to make the final decision on all matters except the conduct of aptamer discovery and matters relating to the management of Archemix’s resources, all of which are matters for which Archemix has the right to make the final decision. All final decisions shall be made in good faith after full consideration of the positions of Archemix and Takeda.

Nuvelo, Inc.

In July 2006, Archemix entered into an amended and restated agreement with Nuvelo, Inc., which superseded an earlier agreement, to identify short-acting aptamers that bind to specified targets in the process of the formation of blood clots. Under the amended agreement, Archemix granted Nuvelo the exclusive right to develop and commercialize products derived from any aptamers discovered by Archemix for use in affecting the blood clotting times in acute therapeutic applications.

Archemix has the option, but not the obligation, to share in a specified percentage of the worldwide development and commercialization costs attributable to development of the applicable aptamer product candidate by providing notice to Nuvelo within certain specified periods. In return Archemix receives a specified share of the profits from any sales of the compound, in lieu of being eligible to receive milestone payments and royalties with respect to that compound.

Nuvelo paid Archemix an upfront, non-refundable fee of $4.0 million. Archemix is eligible to receive milestone payments of up to $35.0 million per aptamer, contingent upon the achievement of specified development, regulatory and sales milestones. To date Archemix has received $1.0 million in milestone payments. Nuvelo is obligated to pay Archemix research funding for the activities it conducts on behalf of Nuvelo under the collaboration and royalty payments based on any net sales of products that are not the subject of an exercised profit sharing option. To date, Archemix has not received any royalty payments from Nuvelo.

Nuvelo may terminate the agreement in its entirety with respect to a given development compound or product upon not less than 60 days’ prior written notice upon the payment to Archemix of a termination fee. Either Archemix or Nuvelo may terminate the agreement in the event of the uncured material breach by the other party. Neither Archemix nor Nuvelo is permitted during the term of the agreement and for a period of one year following the termination of the agreement to, directly or indirectly, research, make, use or sell specified short acting coagulation cascade aptamers, except as provided under the agreement.

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With respect to control over decisions and responsibilities, the collaboration agreement provides for a joint management committee consisting of an equal number of representatives of Archemix and Nuvelo. Archemix’s obligation to participate on the joint management committee ends upon the expiration of the research term of the agreement. All committee decisions will be made by unanimous vote. If agreement on a particular matter cannot be reached then Nuvelo has the right to make the final decision on all matters.

Antisoma plc

In August 2003, Archemix entered into an exclusive, worldwide license agreement with Aptamera, Inc., which was subsequently acquired by Antisoma plc, for the development and commercialization of an aptamer originally known as AGRO100, now called AS1411, and specified derivatives of that aptamer.

Pursuant to the agreement, Antisoma granted Archemix a royalty-free, non-exclusive license to any inventions that it derives from the practice of the license that constitute improvements to Archemix’s technology for the purpose of conducting internal research and for any use outside of the field of the license Archemix granted to Antisoma. In addition, Archemix retains a right of first refusal to commercialize the licensed products in the United States if Antisoma elects to sublicense such right to others.

Antisoma is obligated to pay Archemix a royalty based on any net sales of products containing aptamers developed under the agreement. Archemix does not have the right to receive upfront or milestone payments under the agreement, and Archemix has not received any royalty payments under the agreement to date.

The term of the license agreement will continue until the expiration of the last to expire valid claim of the patents that are subject to the agreement. Either Archemix or Antisoma may terminate the agreement in the event of the uncured material breach by the other party. The royalty term begins on the date of the first commercial sale and expires on the expiration of the last to expire applicable licensed patent.

Regado Biosciences, Inc.

In October 2003, Archemix entered into an agreement with Regado Biosciences, Inc. for the discovery and development of aptamers. Regado has the exclusive right to discover, develop and commercialize products containing antidote-controlled aptamers for the treatment of diseases related to the modulation of fibrin deposition, platelet adhesion and/or platelet aggregation.

Under the terms of the agreement, Regado granted Archemix a royalty-free, non-exclusive license to any inventions that Regado derives from the practice of the license that constitute improvements to Archemix’s technology for the purpose of conducting internal research and for any use outside of the field of the license Archemix granted to Regado.

Archemix is eligible to receive milestone payments in the aggregate amount of up to approximately $5.5 million per product, contingent upon the achievement of development, regulatory and first commercial sale milestones. In addition, Archemix is entitled to receive a royalty on any net sales of products containing aptamers and 15% of all sublicense income received by Regado with respect to the grant of a sublicense to such products. In addition, Regado issued to Archemix 109,687 shares of its common stock upon the closing of an equity financing in 2005. Archemix was not entitled to receive upfront payments under the agreement, and Archemix has not received any milestone or royalty payments to date.

The term of the license agreement will continue until the expiration of the last to expire valid claim of the patents that are subject to the agreement. Either Archemix or Regado may terminate the agreement in the event of the uncured material breach by the other party. Regado may also terminate the agreement at will upon 60 days’ prior written notice. The royalty term begins on the date of the first commercial sale and expires on the expiration of the last to expire applicable licensed patent.

Ophthotech Corporation

In July 2007, Archemix entered into an exclusive license agreement with Ophthotech Corporation pursuant to which Archemix granted Ophthotech an exclusive license under Archemix’s technology and patent

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rights to develop and commercialize aptamers that target C5, including its former product candidate, ARC1905, for use in the prevention and treatment of eye diseases. C5 is one of several proteins that comprise the complement system. The complement system is a component of the body’s immune system and is an important mechanism that the body uses to fight infections or recover from injury. The complement system can be activated in settings in which tissues are damaged as a result of surgical procedures, causing unwanted and potentially harmful inflammation.

Ophthotech paid Archemix an initial upfront, non-refundable license fee in the amount of $1.0 million. In addition, Ophthotech issued 2.0 million shares of its Series A-1 preferred stock to Archemix. Archemix assigned no value to the preferred stock based on the uncertainty of Ophthotech’s long-term viability. Archemix is eligible to receive milestone payments in the aggregate amount of up to $86.5 million per product, contingent upon the achievement of specified development, regulatory and annual net sales milestones. Archemix is also entitled to receive a royalty based on any net sales of products and, subject to credit for related milestone payments received by Archemix, a percentage of any non-royalty income received by Ophthotech under any sublicense of the rights granted to it under the agreement. To date, Archemix has not received any milestone or royalty payments from Ophthotech.

The term of the agreement will continue with respect to products sold by Ophthotech until the later of the expiration of the last to expire valid claim covering any aptamer product developed under the agreement or 12 years from the date of first commercial sale of any such product and, with respect to products sold by any sublicensee of Ophthotech, until no further payments are payable by Ophthotech to Archemix under the agreement. Ophthotech may terminate the agreement upon not less than 90 days’ written notice. Either Archemix or Ophthotech may terminate the agreement in the event of the bankruptcy or uncured material breach by the other party.

OSI Pharmaceuticals, Inc.

In April 2004, Archemix entered into a research and license agreement with Eyetech Pharmaceuticals, Inc. for the discovery, development and commercialization of aptamers for ophthalmologic diseases and conditions. Eyetech was acquired by OSI Pharmaceuticals, Inc. in November 2005 and subsequently renamed (OSI) Eyetech, Inc.

The agreement contains a research portion and a development and commercialization portion. The research portion of the agreement sets forth the terms and conditions pursuant to which Archemix would conduct research on behalf of Eyetech. The initial term of the research program was five years. In April 2006, Archemix terminated the research program as a result of Eyetech’s failure to meet certain diligence obligations. At the time of termination, Eyetech had designated a single compound candidate, E10030, for development. E10030 is an aptamer that targets and suppresses platelet-derived growth factor-B, or PDGF-B. Eyetech also retained the right to develop two additional anti-PDGF-B aptamers under the agreement. The development and commercialization portion of the agreement survives and enables Eyetech to exclusively pursue the clinical and commercial development of E10030 and the other two additional anti-PDGF-B aptamers for diseases in the eye.

In November 2006, OSI announced its intention to explore strategic options for its eye disease business, including divesting these assets. In July 2007, OSI assigned its rights to E10030 under the agreement to Ophthotech. Ophthotech commenced a Phase 1 clinical trial for AMD with E10030 in the first quarter of 2008.

Eyetech paid Archemix an upfront, non-refundable fee of $1.5 million, and subsequent milestone payments totaling $1.5 million. Archemix is eligible to receive additional milestone payments in the aggregate amount of up to approximately $11.0 million, contingent upon the achievement of development, regulatory and first commercial sale milestones. In addition, Archemix is entitled to receive royalty payments on any net sales of products commercialized under the agreement. Either Archemix or Ophthotech may terminate the license agreement in the event the other party ceases to exist as a going concern or in the event of the uncured material breach by the other party under the agreement. The royalty term begins on the date of the first commercial sale and expires on the later of the expiration of the last to expire applicable licensed patent and

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10 years from the date of first commercial sale. To date, Archemix has not received any royalty payments from OSI, Ophthotech or Eyetech.

SomaLogic, Inc.

In June 2007, Archemix entered into an amended and restated agreement with SomaLogic, Inc., which superseded an earlier agreement. Archemix granted SomaLogic non-exclusive rights to its own and licensed intellectual property for the development and commercialization of aptamer-based in vitro diagnostics. In addition, Archemix granted SomaLogic non-exclusive rights to a number of non-therapeutic applications of aptamers including ex vivo applications such as target validation and drug screening and exclusive rights for the use of aptamers as purification agents. SomaLogic granted Archemix non-exclusive rights to its own and licensed intellectual property for the development and commercialization of aptamer therapeutics and specified non-therapeutic applications of aptamers including target validation. In addition, SomaLogic granted Archemix exclusive rights to therapeutic uses of aptamers discovered by SomaLogic for a limited number of targets specified by Archemix and Archemix has the option of providing targets to SomaLogic for the generation of aptamers which Archemix may license from SomaLogic on specified terms.

Archemix is entitled to royalty payments based on net sales of aptamer products used by SomaLogic as purification agents for specified uses and a percentage of sublicense income received by SomaLogic with respect to the grant of a sublicense to such aptamer products. Archemix does not have the right to receive upfront or milestone payments under the agreement, and Archemix has not received any royalty payments under the agreement to date. Archemix is obligated to pay SomaLogic a royalty payment based on net sales of specified aptamer products for specified uses and a percentage of sublicense income received by Archemix with respect to the grant of a sublicense to such aptamer products.

The term of the license agreement will continue until the expiration of the last to expire valid claim of the patents that are subject to the agreement. Either Archemix or SomaLogic may terminate the agreement in the event of the bankruptcy or uncured material breach by the other party. The royalty term begins on the date of the first commercial sale and expires on the expiration of the last to expire applicable licensed patent.

Isis Pharmaceuticals, Inc.

In July 2007, Archemix entered into a collaboration and license agreement with Isis Pharmaceuticals, Inc. pursuant to which Isis granted Archemix an exclusive license to its chemistry patent rights and a non-exclusive license to its know-how, with the right to sublicense, to discover, develop and commercialize products containing aptamers. Isis also granted to Archemix a non-exclusive license to its analytical and manufacturing patent rights and know-how, with no right to sublicense, to discover, develop and commercialize products containing aptamers. Archemix granted Isis a royalty-free, non-exclusive license to specified know-how disclosed by Archemix to Isis to discover, develop and commercialize products that do not contain aptamers. The agreement also provides for collaborative research efforts by the parties.

The exclusive license granted to Archemix will convert to a non-exclusive license upon the expiration or permanent revocation of a specified patent. When such conversion event occurs, the license will remain exclusive with respect to any product that has reached a specified clinical milestone, subject to specified conditions. In addition, after the conversion event the non-exclusive license can be converted back into an exclusive license on a target-by-target basis under specified conditions.

In consideration for the licensed intellectual property, Archemix issued Isis a warrant to acquire 600,000 shares of its common stock at an exercise price of $0.25 per share and is obligated to pay Isis milestone payments in the aggregate amount of up to approximately $1.8 million per product, contingent upon the achievement of specified development and regulatory milestones. Archemix also agreed to pay Isis a royalty based on any net sales of products and, subject to credit for related milestone payments made by Archemix, a percentage of any non-royalty income received by Archemix under any sublicense of the rights granted to Archemix under the agreement.

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The term of the agreement will continue until the expiration of all obligations to pay royalties on licensed products. Either Archemix or Isis may terminate the agreement in the event of an uncured material breach by the other party.

Ribomic, Inc.

June 2008 Agreement

In June 2008, Archemix entered into a research and option agreement with Ribomic, Inc. for the discovery and the development and commercialization of aptamer therapeutics against specified targets in any therapeutic area. Archemix and Ribomic have identified six targets in the agreement. Under the agreement, Ribomic has the right to nominate additional targets under specified conditions which Archemix will then either accept or reject at its discretion. Ribomic has a non-exclusive right to discover aptamers for therapeutic indications against the targets that are subject to the agreement. Ribomic has an option to obtain an exclusive right to develop and commercialize aptamers for therapeutic indications against the targets that are subject to the agreement on a target-by-target basis.

Ribomic paid Archemix an initial upfront, non-refundable technology access and license fee in the amount of $3.0 million. Ribomic is obligated to pay Archemix additional technology access and license fees in the amount of $1.0 million by December 31, 2008 and $2.0 million by December 31, 2009. The agreement will expire on June 10, 2011 unless earlier terminated by a party. Ribomic has the right to terminate the agreement upon 90 days’ prior written notice at any time upon its payment of any unpaid technology access and license fees. Either party may terminate the agreement in the event of the insolvency of the other party or an uncured material breach.

Upon the exercise by Ribomic of an option to obtain the exclusive right to develop and commercialize aptamers for therapeutic indications against a target that is subject to the agreement, Archemix will enter into a separate exclusive license agreement with Ribomic which will provide for the payment by Ribomic of an additional upfront license fee of $1.0 million per target. Archemix will also be eligible under the license agreement to receive milestone payments of up to $38.0 million per target contingent upon the achievement of specified development and regulatory milestones, a percentage of sublicense income received in connection with the sublicense by Ribomic of its rights under the license agreement and a royalty on any products developed under the license agreement and sold by Ribomic. The royalty term for each product covered by the license agreement will begin on the date of the first commercial sale of such product and expire on the later of the expiration of the last to expire applicable licensed patent or ten years from the date of first commercial sale of such product. The sublicense income term will begin on the effective date of the license agreement and continue, with respect to any product covered by a sublicense agreement, until the date on which no further payments of sublicense income are received by Ribomic with respect to that product.

The term of each license agreement will continue until the expiration of all payment obligations of Ribomic for all products. Ribomic will have the right to terminate any such license agreement upon 90 days’ prior written notice at any time. Either party will have the right to terminate any such license agreement in the event of the insolvency of the other party or an uncured material breach.

December 2007 Agreement

In December 2007, Archemix entered into an exclusive license agreement with Ribomic pursuant to which Archemix granted Ribomic an exclusive license under Archemix’s technology and patent rights to develop and commercialize aptamers for the discovery and the development and commercialization of aptamer therapeutics against a specified protein target.

Ribomic paid Archemix an initial upfront, non-refundable technology access and license fee in the amount of $1.0 million. The term of the agreement will continue with respect to products sold by Ribomic until the later of the expiration of the last to expire valid claim covering any aptamer product developed under the agreement. Ribomic has the right to terminate the agreement upon 90 days’ prior written notice at any

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time upon its payment of any unpaid technology access and license fees. Either party may terminate the agreement in the event of the insolvency of the other party or an uncured material breach.

Archemix is eligible to receive milestone payments in the aggregate amount of up to $38.0 million per product, contingent upon the achievement of specified development, regulatory, and annual net sales milestones. Archemix is also entitled to receive a royalty based on any net sales of any potential products. To date, Archemix has received no milestone or royalty payments from Ribomic.

Eli Lilly and Company

In September 2008, Archemix entered into a license and option agreement with Eli Lilly and Company for the discovery of aptamer therapeutics against targets in any therapeutic area. Under the agreement, Lilly has the option to have Archemix conduct a feasibility study to generate aptamers against up to five targets. Lilly has the right to nominate targets for inclusion in the feasibility study under specified conditions and Archemix may reject any nominated target under specified conditions, such as if Archemix is developing the target itself or has licensed it to others. Lilly also has the right to designate up to two of the targets as exclusive targets in the feasibility study and Archemix may reject any such target under specified conditions, such as if Archemix is developing the target itself or has licensed it to others.

Under the agreement, Lilly granted Archemix a non-exclusive, royalty-free, fully paid-up, worldwide license, with the right to grant sublicenses to specified partners, under certain patents controlled by Lilly to research, develop, and commercialize aptamer therapeutics.

Under the agreement, Lilly was also granted the option under specified conditions to obtain the right to research, develop, and commercialize aptamer therapeutics Archemix discovers against two of the specified targets. If Lilly exercises this option, Archemix and Lilly will negotiate in good faith a collaboration and license agreement covering such targets, which agreement will contain certain agreed-upon terms, including the grant to Lilly of an exclusive license to aptamers to one or both of these targets. The collaboration and license agreement will also provide for the payment by Lilly of an upfront fee for each target covered by the license. In addition, Archemix would be eligible to receive milestone payments for each product, contingent upon the achievement of specified development and regulatory milestones. Lilly would also be obligated to pay Archemix research funding for any activities it conducts on behalf of Lilly under the agreement and a royalty based on net sales of any products developed under the agreement.

The collaboration and license agreement will also provide for the right of Lilly to terminate the agreement at any time.

Manufacturing

Archemix does not currently own or operate manufacturing facilities for the production of clinical or commercial quantities of its aptamer product candidates. There are a limited number of potential suppliers for the components of Archemix’s aptamer product candidates, and Archemix has no committed source of supply for any of those components. Archemix currently relies on third-party manufacturers, Avecia Biologics Limited, or Avecia, and Agilent Technologies Inc., or Agilent, to produce its aptamer product candidates, and expects to continue to rely on Avecia, Agilent or other third-party manufacturers to meet the preclinical and clinical requirements of its aptamer product candidates and for all of its commercial needs. The methods of commercial manufacturing of Archemix’s existing aptamer product candidates or any of its future aptamer product candidates have not yet been finalized. Archemix and its existing and prospective collaborators will be required to assess the manufacturing of Archemix’s aptamer product candidates for preclinical and clinical requirements and, potentially, for commercial production. Archemix may need to obtain one or more licenses to intellectual property rights held by third parties in order to manufacture each of its aptamer product candidates. While such licenses may be available, they may not be available on terms that are commercially acceptable to Archemix’s existing or prospective collaborators or Archemix. Should such licenses prove to be unavailable, Archemix or its existing or prospective collaborators may choose to modify Archemix’s manufacturing processes to use alternative manufacturing methods. Such modifications may result in greater

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expenditures of capital by Archemix or its collaborators, delay commercialization, or prevent Archemix or its collaborators from successfully commercializing Archemix’s aptamer product candidates.

Intellectual Property

Archemix actively seeks to protect its proprietary technology that it considers important to aptamer therapeutics in the United States and other key pharmaceutical and pharmaceutical manufacturing markets. In this regard, Archemix has focused on patents, patent applications and other intellectual property covering:

•  fundamental aspects of the identification, optimization, and structure of aptamers and their uses as therapeutics;

•  chemical modifications to aptamers that improve their suitability for therapeutic uses; and

•  aptamers directed to specific targets and as treatments for particular diseases.

Archemix believes that its broad patent portfolio provides it with the exclusive right to discover and develop aptamer therapeutics other than aptamer therapeutics targeting vascular endothelial growth factor and aptamers conjugated to radiopharmaceuticals. In addition, many of the protein targets to which Archemix develops aptamers have been well-defined and characterized through prior research by third parties. Consequently, for many targets there exists intellectual property preventing the application of well-known therapeutic agents such as biologics and small molecules against such targets. Aptamers, on the other hand, have only recently been recognized as potentially viable therapeutic agents. As a result, the use of aptamers against a target is not often blocked by existing intellectual property.

In October 2001, Archemix exclusively licensed from Gilead Sciences, Inc. the original intellectual property covering aptamers and aptamer therapeutics, the SELEX process and certain methods of discovering and developing aptamers and aptamer therapeutics. As of December 1, 2008, Archemix owns or has licensed exclusive rights for aptamer therapeutic applications to over 200 issued patents, including 162 issued United States patents and ten European patents, and approximately 300 pending patent applications worldwide, including 64 pending United States patent applications, pertaining to the discovery and development of aptamers and their role in treating disease. All of Archemix’s issued patents and approximately 100 of its pending patent applications are exclusively licensed from Gilead.

Of the patents Archemix licensed from Gilead, Archemix considers approximately 30 of these to be the most important, or core, patents because they apply broadly to aptamers and aptamer therapeutics, SELEX and aptamer discovery and development. These core patents begin to expire in 2010 with the final core patent expiring in 2017. The Gilead patent portfolio arose out of the work of Dr. Larry Gold and others who invented the SELEX process and aptamers. Under the terms of Archemix’s agreement with Gilead, Archemix has an exclusive, worldwide license, with the right to grant sublicenses, under patent rights and technology controlled by Gilead to exploit, use and practice certain processes and methods, including the SELEX process, and to develop and commercialize therapeutic products containing aptamers, subject to specified preexisting agreements of Gilead. Archemix is specifically prohibited under the license from developing or commercializing aptamers for certain uses and in specified fields, including for radiotherapeutics, as in vivo diagnostic agents or for in vitro diagnostics, which rights were granted to specified third parties by Gilead. Archemix granted Gilead under the license agreement a non-exclusive, royalty-free license to technology and patent rights resulting from Archemix’s practice of the license from Gilead that constitute improvements to the SELEX process to conduct internal research and to enable Gilead to fulfill its obligations under its preexisting agreements.

Under the license agreement, Archemix paid Gilead an upfront payment of $17.5 million and has no further financial obligations to Gilead. In addition, Archemix is obligated to pay a nominal royalty to the University of Colorado at Boulder, from which Gilead obtained the underlying technology, based on any net sales of and sublicense income from aptamer products. Through September 30, 2008, Archemix has incurred $1.0 million in royalties on sublicense income and no royalties on net sales. The term of the Gilead agreement will continue until the later of the expiration of the last to expire valid claim of the patents that are subject to the agreement and seven years from the first commercial sale of the final product commercialized under the

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agreement. Either Archemix or Gilead may terminate the Gilead agreement in the event of an uncured material breach by the other party.

Archemix has devoted substantial resources to generating new proprietary methods of discovering and developing aptamers which it believes will cover the next generation of aptamers and their uses as therapeutics. As of September 30, 2008, Archemix had approximately 200 pending patent applications, including approximately 49 United States patent applications. These patent applications are directed to new or improved SELEX processes, new compositions of matter, optimization chemistries and methods, and aptamers and methods of using aptamers directed to specific targets of interest to Archemix or its collaborators. Archemix believes that the aptamer discovery and development processes claimed in these pending applications represent current, state-of-the-art methods for aptamer drug discovery and provide advantages to the processes covered by the Gilead portfolio. Archemix also believes that its know-how related to the discovery and development of aptamers provides further protection from competition when the Gilead portfolio expires. Should Archemix’s currently pending patent applications issue, Archemix believes that they will provide protection for significant aspects of Archemix’s aptamer discovery and development technology until as late as 2028, well beyond the expiration of the last core patent in the Gilead portfolio. Archemix intends to continue to rigorously seek patent protection for its ongoing innovations in the field of aptamers and aptamer therapeutics. For Archemix’s lead aptamer product candidate, ARC1779, up to 15 patents of the Gilead portfolio are directed to aspects of the composition of ARC1779, its manufacture or methods of its use. In addition to these Gilead patents, Archemix has filed three patent applications specifically directed to ARC1779 and its uses which will expire in 2025 or 2028 should they issue.

Competition

The pharmaceutical and biotechnology industries are intensely competitive and any aptamer product candidate developed by Archemix would compete with existing drugs and therapies. There are many pharmaceutical companies, biotechnology companies, public and private universities, government agencies and research organizations actively engaged in research and development of products targeting the same markets as Archemix’s aptamer product candidates. Many of these organizations have substantially greater financial, technical, manufacturing, marketing and human resources than Archemix has. Several of them have developed or are developing therapies that could be used for treatment of the same diseases that Archemix is targeting. In addition, many of these competitors have significantly greater commercial infrastructures than Archemix has. Archemix’s ability to compete successfully will depend largely on its ability to:

•  design and develop products that are superior to other products in the market;

•  attract and retain qualified scientific, product development and commercial personnel;

•  obtain required regulatory approvals; and

•  successfully collaborate with pharmaceutical companies in the design, development and commercialization of new products.

All of Archemix’s product candidates are aptamers and Archemix’s future success depends on the successful development of products based on its aptamer technology. None of Archemix’s aptamer product candidates has obtained regulatory approval and all of them are in early stages of research and clinical development. Because only one aptamer has been approved by the FDA, the regulatory requirements governing aptamers may be more rigorous or less clearly established than for already approved classes of therapeutics being developed by Archemix’s competitors.

Furthermore, Archemix needs to educate the medical community about aptamers and their potential ability to compete successfully with other types of drugs. This education may require greater resources than would be typically required for products based on conventional technologies and it may be more difficult for Archemix to achieve market acceptance of its aptamer products, particularly the first aptamer products that it introduces to the market based on its technology.

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Archemix believes that, if approved, ARC1779 may compete with a product candidate under development by Ablynx NV, a Belgian biotechnology company. Ablynx has disclosed that it is developing an antibody-derived protein which is designed to be an anti-thrombotic treatment targeting vWF in patients with acute coronary syndrome and TTP. Archemix is also aware that Ajinomoto Co., Inc., a worldwide producer of food seasonings, cooking oils, food and pharmaceuticals, may also be conducting clinical trials with an anti-vWF antibody. Baxter International Inc. has announced that it is developing a recombinant form of ADAMTS13, an enzyme that plays a critical role in blood coagulation, for the treatment of TTP and related disorders. In addition, clinical trials are being planned and conducted by academic physicians with other drugs including the monoclonal antibody rituximab (Rituxan^®) in idiopathic TTP. The general objective of these studies is to assess the efficacy and safety of rituximab in the management of patients with refractory or relapsed idiopathic TTP. The studies assessing the efficacy and safety of other drugs, including those with rituximab, may compete for patients that could otherwise be enrolled in Archemix’s clinical trials.

Archemix has licensed its technology to third parties to develop their own aptamer product candidates. These licensees may, in the future, develop aptamers which compete directly or indirectly with Archemix’s aptamer product candidates. Furthermore, Archemix cannot guarantee that a company, academic institution or other organization will not infringe Archemix’s intellectual property and develop a therapeutic aptamer product candidate.

Sales and Marketing

If Archemix receives regulatory approval for any of its aptamer product candidates, it plans to commercialize its products using a focused sales and marketing organization. Archemix’s lead aptamer product candidate, ARC1779, is still at an early stage of clinical development, and accordingly Archemix has not yet devoted resources to the creation of a sales and marketing organization. As Archemix develops its pipeline of aptamer product candidates, it will evaluate whether and when to establish a marketing and sales effort.

Archemix may also enter into additional collaborations and licenses in markets outside of its core area of specialty hematological diseases where it believes that a collaborator will enable Archemix to gain better access to those markets. In addition, Archemix may co-promote its aptamer product candidates with pharmaceutical and biotechnology companies in instances where it believes that a larger sales and marketing presence will expand the market or accelerate penetration. Archemix also intends to continue to collaborate with pharmaceutical and biotechnology companies to accelerate the development of selected aptamer product candidates.

Regulatory Matters

Government Regulation and Product Approval

Government authorities in the United States, at the federal, state and local level, and in other countries extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing and export and import of products such as those Archemix is developing.

United States Drug Development Process

Each of Archemix’s aptamer product candidates, and each new use of a drug, must be approved separately by the FDA through the new drug application, or NDA, process before they may be legally marketed in the United States.

In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and implementing regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state and local statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable United States requirements at any time during the product development process, approval process or after approval, may subject an applicant to administrative or judicial sanctions. These sanctions could include the FDA’s refusal to approve pending applications,

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withdrawal of an approval, a clinical hold, warning letters, product recalls, product seizures, total or partial suspension of production or distribution injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on Archemix. The process required by the FDA before a drug may be marketed in the United States generally involves the following:

•  completion of preclinical laboratory tests, animal studies and formulation studies in compliance with the FDA’s Good Laboratory Practices or other applicable regulations;

•  submission to the FDA of an IND, which must become effective before human clinical trials may begin;

•  approval by an institutional review board, or IRB, at each institution participating in a clinical trial, which must review and approve the plan for any clinical trial before it commences at that institution;

•  performance of adequate and well-controlled human clinical trials in accordance with Good Clinical Practices, or GCPs, to establish the safety and efficacy of the proposed drug for its intended use;

•  submission to the FDA of an NDA;

•  satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance with current Good Manufacturing Practice, or cGMP, to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity; and

•  FDA review and approval of the NDA.

The testing and approval process requires substantial time, effort and financial resources, and Archemix cannot be certain that any approvals for its aptamer product candidates will be granted on a timely basis, if at all.

Once a pharmaceutical candidate is identified for development it enters the preclinical testing stage. Preclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information and analytical data, and applicable clinical data or literature, among other things, to the FDA as part of the IND. The sponsor will also include a protocol detailing, among other things, the objectives of the first phase of the clinical trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated, if the first phase lends itself to an efficacy evaluation. Some preclinical testing may continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, places the clinical trial on a clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during studies due to, among other things, safety concerns or non-compliance.

All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCP regulations. These regulations include the requirement that all research subjects provide informed consent. Participants may withdraw their consent at any time. Furthermore, an IRB at each institution participating in the clinical trial must review and approve the plan for any clinical trial before it commences at that institution. An IRB considers, among other things, whether the risks to individuals participating in the trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the information regarding the trial and the consent form that must be provided to each trial subject or his or her legal representative and must monitor the study until completed.

Each new clinical protocol must be submitted for FDA review, and to the IRBs for approval. Protocols detail, among other things, the objectives of the study, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety.

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Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:

•  Phase 1:  The drug is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life-threatening diseases, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.

•  Phase 2:  Involves studies in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.

•  Phase 3:  Involves studies undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical study sites. These studies are intended to establish the overall risk-benefit ratio of the product and provide an adequate basis for product labeling.

Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA and safety reports must be submitted to the FDA and the investigators for serious and unexpected adverse events. Phase 1, Phase 2, and Phase 3 testing may not be completed successfully within any specified period, if at all. The FDA or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients.

Concurrent with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the drug within required specifications and, among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the final drug. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the drug does not undergo unacceptable deterioration over its shelf life.

United States Review and Approval Processes

The results of product development, preclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the chemistry of the drug, proposed labeling, and other relevant information are submitted to the FDA as part of an NDA requesting approval to market the product for one or more indications. The submission of an NDA is subject to the payment of user fees. A waiver of such fees may be obtained under certain limited circumstances.

In addition, under the Pediatric Research Equity Act of 2003, or PREA, an NDA or supplement to an NDA must contain data that are adequate to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the drug is safe and effective. The FDA may, on its own initiative or at the request of the applicant, grant deferrals for submission of some or all pediatric data or full or partial waivers. Unless otherwise required by regulation, PREA does not apply to any drug for an indication for which orphan designation has been granted.

The FDA initially reviews all NDAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing. The FDA may request additional information rather than accept an NDA for filing. In this event, the NDA must be resubmitted with the additional information. The resubmitted application also is subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The FDA may refer the NDA to an advisory committee for review, evaluation and recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendation of an advisory committee.

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The approval process is lengthy and difficult and the FDA may refuse to approve an NDA if the applicable regulatory criteria are not satisfied or may require additional clinical or other data and information. Even if such data and information are submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than Archemix interprets the same data. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use and whether its manufacturing is cGMP-compliant to assure and preserve the product’s identity, strength, quality and purity. Before approving an NDA, the FDA will inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure production of the product within required specifications. If the FDA determines that the NDA, manufacturing process and manufacturing facilities satisfy the regulatory criteria for approval, it will issue an approval letter, which authorizes commercial marketing of the drug with specific prescribing information for a specific indication.

NDAs receive either standard or priority review.  A drug representing a significant improvement in treatment, prevention or diagnosis of disease may receive priority review. In addition, products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval and may be approved on the basis of adequate and well-controlled clinical trials establishing that the drug product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity. As a condition of approval, the FDA may require that a sponsor of a drug receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials. Priority review and accelerated approval do not change the standards for approval, but may expedite the approval process.

If a product receives regulatory approval, the approval may be limited to specific diseases and dosages or the approved indications for use may otherwise be limited, which could restrict the commercial value of the product. In addition, the FDA may require Archemix to conduct post-approval testing, including Phase 4 clinical trials, to further assess a drug’s safety and effectiveness after NDA approval, and may require testing and surveillance programs to monitor the safety of approved products which have been commercialized.

Patent Term Restoration and Marketing Exclusivity

Depending upon the timing, duration and specifics of FDA approval of the use of Archemix’s aptamer product candidates, some of Archemix’s United States patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during the FDA regulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent term restoration period is generally one-half the time between the effective date of an IND, and the submission date of an NDA, plus the time between the submission date of an NDA and the approval of that application, less any amount of time during which the applicant is found not to have acted with due diligence during the regulatory review period. Only one patent applicable to an approved drug is eligible for the extension and a patent may only be extended once even if it covers multiple drug products. The extension must be applied for prior to expiration of the patent. The United States Patent and Trademark Office, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In the future, Archemix intends to apply for restorations of patent term for some of its currently owned or licensed patents to add patent life beyond their current expiration date, depending on the expected length of clinical trials and other factors involved in the filing of the relevant NDA.

Market exclusivity provisions under the FDCA also can delay the submission or the approval of certain applications. The FDCA provides a five-year period of non-patent marketing exclusivity within the United States to the first applicant to gain approval of an NDA for a new chemical entity. A drug is a new chemical entity if the FDA has not previously approved any other drug product containing the same active moiety, which is the molecule responsible for the action of the drug substance. During the exclusivity period,

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the FDA may not accept for review an abbreviated new drug application, or ANDA, or a 505(b)(2) NDA submitted by another company for another version of such drug containing the same active moiety where the applicant does not own or have a legal right of reference to all the data required for approval. However, an ANDA or a 505(b)(2) NDA may be submitted after four years if it contains a certification of patent invalidity, unenforceability or non-infringement. The FDCA also provides three years of marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to an existing NDA if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application, for example, for product changes including, among other things, new indications, dosages, or strengths of an existing drug. This three-year exclusivity covers only the conditions associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs for drugs containing the original active ingredient labeled only for non-exclusive conditions of use. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA; however, an applicant submitting a full NDA would be required to conduct, or obtain a right of reference to, all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness.

Pediatric exclusivity is another type of exclusivity in the United States. Pediatric exclusivity, if granted, provides an additional six months to an existing exclusivity or statutory delay in approval resulting from a patent certification. This six-month exclusivity, which runs from the end of other exclusivity protection or patent delay, may be granted based on the voluntary completion of a pediatric study in accordance with an FDA-issued “Written Request” for such a study. The current pediatric exclusivity provision was recently reauthorized as part of the Food and Drug Amendments Act of 2007 and will not expire until October 1, 2012.

Orphan Drug Designation and Exclusivity

Under the Orphan Drug Act, the FDA may grant orphan drug designation to a drug intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing and making available in the United States a drug for this type of disease or condition will be recovered from sales in the United States for that drug. Orphan drug designation must be requested before submitting an NDA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process.

If a product that has orphan drug designation subsequently receives the first FDA approval for the indication for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same drug for the same indication for seven years, except in very limited circumstances, including a showing of clinical superiority to the product with orphan exclusivity. Orphan drug exclusivity, however, also could block the approval of one of Archemix’s aptamer product candidates for seven years if a competitor obtains approval of the same drug as defined by the FDA or if Archemix’s aptamer product candidate is determined to be contained within the competitor’s product for the same indication or disease. In addition, competitors may receive approval of different drugs for the indications for which the orphan drug has exclusivity or obtain approval for the same drug but for a treatment of a different disease for which the orphan drug has exclusivity.

Post-approval Requirements

Once an approval is granted, the FDA may withdraw the approval if compliance with regulatory standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

•  restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market, or voluntary or mandatory product recalls;

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•  fines, warning letters or holds on clinical trials;

•  refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or revocation of product license approvals;

•  product seizure or detention, or refusal to permit the import or export of products; or

•  injunctions or the imposition of civil or criminal penalties.

After approval, some types of changes to the approved product, such as adding new indications, manufacturing changes and additional labeling claims, are subject to further FDA review and approval. Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMPs and other requirements. Changes to the manufacturing process are strictly regulated and generally require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP and impose documentation requirements upon Archemix and any third-party manufacturers that Archemix may decide to use. Archemix relies, and expects to continue to rely, on third parties for the production of clinical and commercial quantities of its products. Future FDA and state inspections may identify compliance problems at the facilities of Archemix’s contract manufacturers that may disrupt production or distribution, or require substantial resources to correct.

Any drug products manufactured or distributed by Archemix pursuant to FDA approvals are subject to extensive and continuing regulation by the FDA, including, among other things, cGMP compliance, record-keeping requirements, reporting of adverse experiences with the drug, providing the FDA with updated safety and efficacy information, drug sampling and distribution requirements, complying with certain electronic records and signature requirements, and complying with FDA promotion and advertising requirements. The FDA strictly regulates labeling, advertising, promotion and other types of information on products that are placed on the market. Drugs may be promoted only for the approved indications and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability.

From time to time, legislation is drafted, introduced and passed in Congress that could significantly change the statutory provisions governing the approval, manufacturing and marketing of products regulated by the FDA. There are currently pending bills in Congress that propose numerous changes to the FDA’s regulation of drugs. In addition, FDA regulations, policies and guidance are often revised or reinterpreted by the agency in ways that may significantly affect Archemix’s business and its products, including preventing or delaying regulatory approval of its aptamer product candidates. It is impossible to predict whether legislative changes will be enacted, or FDA regulations, guidance or interpretations changed or what the impact of such changes, if any, may be.

Foreign Regulation

In addition to regulations in the United States, Archemix will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of its products outside the United States. Whether or not Archemix obtains FDA approval for a product, it must obtain the necessary approvals by the comparable regulatory authorities of foreign countries before it can commence marketing of the products in these countries and many countries also require an approval before clinical trials may begin. The review process varies from country to country and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, the marketing approval process, product licensing, pricing and reimbursement vary greatly from country to country.

Under the regulatory scheme in the European Union, Archemix may submit marketing authorization applications either under a centralized or decentralized procedure depending on the nature of the product candidate. The centralized procedure, which is compulsory for medicines derived from biotechnology processes, intended for the treatment of HIV/AIDS, cancer, diabetes, neurodegenerative disorders or

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autoimmune diseases and other immune dysfunctions; or officially designated as orphan medicines, provides for the grant of a single marketing authorization that is valid for all European Union member states. For medicines that do not fall within these categories, companies have the option of submitting an application for a centralized marketing authorization if the medicine is a significant therapeutic, scientific or technical innovation, or if its authorization would be in the interest of public health. The decentralized procedure provides for mutual recognition of national approval decisions. Under this procedure, the holder of a national marketing authorization may submit an application to the remaining member states. Within 90 days of receiving the application and an assessment report, each member state must decide whether to recognize approval. If a member state does not recognize the marketing authorization, the disputed points are eventually referred to the European Commission, whose decision is binding on all member states.

As in the United States, Archemix may apply for designation of its aptamer product candidates as orphan drugs for the treatment of specific indications in the European Union before the application for marketing authorization is made. The European Union considers an orphan medical product to be one that affects no more than five of every 10,000 persons in the European Union. A company whose application for orphan drug designation in the European Union is approved is eligible to receive, among other benefits, regulatory assistance in preparing the marketing application, protocol assistance, and reduced application fees. Orphan drugs in the European Union also enjoy economic and marketing benefits, including up to ten years of market exclusivity for the approved indication, unless another applicant can show that its product is safer, more effective or otherwise clinically superior to the orphan-designated product.

Reimbursement and Pricing Controls

Sales of pharmaceutical products depend in significant part on the availability of third-party reimbursement. Third-party payors include government health administrative authorities, managed care providers, private health insurers and other organizations. Archemix anticipates third-party payors will provide reimbursement for its products. However, these third-party payors are increasingly challenging the price and examining the cost effectiveness of medical products and services. In addition, significant uncertainty exists as to the reimbursement status of newly approved healthcare products. Archemix may need to conduct expensive pharmacoeconomic studies in order to demonstrate the cost-effectiveness of its products. Archemix’s aptamer product candidates may not be considered cost-effective. It is time-consuming and expensive for Archemix to seek reimbursement from third-party payors. Reimbursement may not be available or sufficient to allow Archemix to sell its products, if approved, on a competitive and profitable basis.

The passage of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the MMA, imposes new requirements for the distribution and pricing of prescription drugs for Medicare beneficiaries, and includes a major expansion of the prescription drug benefit under a new Medicare Part D. Medicare Part D went into effect on January 1, 2006. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entities which will provide coverage of outpatient prescription drugs. Part D plans include both stand-alone prescription drug benefit plans and prescription drug coverage as a supplement to Medicare Advantage plans. Unlike Medicare Part A and B, Part D coverage is not standardized. Part D prescription drug plan sponsors are not required to pay for all covered Part D drugs, and each drug plan can develop its own drug formulary in which it indicates which drugs it will cover and at what tier or level. However, Part D prescription drug formularies must include drugs within each therapeutic category and class of covered Part D drugs, though not necessarily all the drugs in each category or class. Any formulary used by a Part D prescription drug plan must be developed and reviewed by a pharmacy and therapeutic committee.

It is not clear what effect the MMA will have on the prices paid for currently approved drugs and the pricing options for new drugs approved after January 1, 2006. Government payment for some of the costs of prescription drugs may increase demand for products for which Archemix receives marketing approval. However, any negotiated prices for Archemix’s products covered by a Part D prescription drug plan will likely be lower than the prices Archemix might otherwise obtain. Moreover, while the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment

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limitations in setting their own payment rates. Any reduction in payment that results from the MMA may result in a similar reduction in payments from non-governmental payors.

Archemix expects that there will continue to be a number of federal and state proposals to implement governmental pricing controls and limit the growth of healthcare costs, including the cost of prescription drugs. At the present time, Medicare is prohibited from negotiating directly with pharmaceutical companies for drugs. However, Congress is currently considering passing legislation that would lift the ban on federal negotiations. While Archemix cannot predict whether such legislative or regulatory proposals will be adopted, the adoption of such proposals could have a material adverse effect on Archemix’s business, financial condition and profitability.

In addition, in some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing and reimbursement schemes vary widely from country to country. For example, the European Union provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. In addition, in some countries cross-border imports from low-priced markets exert a commercial pressure on pricing within a country. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of Archemix’s products.

Employees

As of December 1, 2008, Archemix had 93 full-time employees, 69 of whom were engaged in research and development and 24 of whom were engaged in management, administration and finance. Of Archemix’s employees, 33 hold M.D., D.V.M. or Ph.D. degrees. Archemix plans to continue to expand its aptamer product candidates and development programs and hire additional staff to facilitate this growth. None of Archemix’s employees are represented by a labor union or covered by a collective bargaining agreement, nor has Archemix experienced work stoppages. Archemix believes that relations with its employees are good.

Properties

Archemix leases a facility in Cambridge, Massachusetts that contains approximately 67,000 square feet of laboratory and office space, of which it subleases approximately one-third to Alnylam Pharmaceuticals, Inc. The lease has a term ending in 2015, and the sublease has a term ending in 2011. Archemix believes that the facility it currently leases is sufficient for Archemix’s current and anticipated future needs.

Legal Proceedings

Archemix is currently not a party to any material legal proceedings.

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NITROMED’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of financial condition and results of operations together with the “Selected Historical Consolidated Financial Data of NitroMed” section of this joint proxy statement/prospectus and NitroMed’s consolidated financial statements and the related notes included in this joint proxy statement/prospectus. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. NitroMed’s actual results could differ materially form those anticipated by the forward-looking statements due to important factors including, but not limited to, those set forth in the “Risks Related to NitroMed” section of this joint proxy statement/prospectus.

Overview

Until the closing of the proposed asset sale with JHP and the proposed merger with Archemix, NitroMed expects to continue its commercial and development activities in accordance with its existing business strategy with a continued focus on managing its cash position. The description of NitroMed’s business set forth in this joint proxy statement/prospectus, including in this management’s discussion and analysis of financial condition and results of operations, does not reflect any changes to NitroMed’s business that may occur if it consummates the proposed asset sale with JHP and the proposed merger with Archemix.

Recent Developments.

BiDil and BiDil XR Asset Sale.  On October 22, 2008, NitroMed entered into an asset purchase and sale agreement with JHP pursuant to which JHP has agreed to acquire substantially all of the assets related to NitroMed’s BiDil and BiDil XR drug business which is further described below. The purchase and sale agreement provides that at closing NitroMed will receive consideration of $24.5 million in cash, subject to an accounts receivable adjustment, plus up to an additional $1.8 million for closing date inventory. JHP will assume all but specified liabilities related to the transferred assets. For a further discussion of the asset sale, see “The Proposed Asset Sale Between NitroMed and JHP” on page 131.

Amendment to Cohn License Agreement.  On September 5, 2008, NitroMed entered into a letter agreement with Jay N. Cohn, M.D., pursuant to which the parties clarified their mutual understandings with respect to royalty payments pursuant to the collaboration and license agreement, dated as of January 22, 1999 and as amended on August 10, 2000, January 29, 2001 and March 15, 2002, by and between NitroMed and Dr. Cohn, which NitroMed refers to as the original agreement. The letter agreement resolves certain disputes with regard to the amount of planned costs and excess costs, as those terms are defined and referred to in the amendments to the original agreement dated January 29, 2001 and March 15, 2002. In addition, the letter agreement clarifies that NitroMed will pay Dr. Cohn a specified reduced royalty on net sales of collaboration products (as defined in the original agreement) until such time as the aggregate dollar amount retained by it and not required to be paid to Dr. Cohn as a result of such reduced royalty rate equals a specified aggregate dollar amount, which NitroMed refers to as the maximum amount. Once the maximum amount has been achieved, NitroMed will resume making royalty payments to Dr. Cohn at the rate specified in the original agreement. Additionally, the letter agreement clarifies that should NitroMed sublicense its rights under the original agreement to a third party, Dr. Cohn will receive a specified percentage of any royalty payments NitroMed receives from the sublicensee, and any such payments made to Dr. Cohn by it will also be subject to offset up to the maximum amount. In consideration for agreeing to the terms of the letter agreement, NitroMed made a one time cash payment to Dr. Cohn in the amount of $800,000.

BiDil.  NitroMed is the maker of BiDil, which is indicated for the treatment of heart failure in self-identified black patients as an adjunct to current standard therapies. BiDil is an orally administered fixed-dose combination of isosorbide dinitrate and hydralazine hydrochloride. The U.S. Food and Drug Administration, or FDA, approved BiDil in June 2005, and NitroMed commercially launched BiDil in July 2005. NitroMed is currently a party to an exclusive five-year manufacturing and supply agreement with Schwarz Pharma, for the three times daily immediate release dosage formulation of BiDil.

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In January 2008, NitroMed discontinued active promotional activities for BiDil based upon its determination that the successful commercialization of BiDil requires a magnitude of resources that NitroMed cannot currently allocate to the program, as well as its plans to conserve cash in order to pursue the development of BiDil XR, an extended release formulation of BiDil. NitroMed concurrently implemented a restructuring plan that eliminated approximately 80 positions, and its reduced headcount now stands at approximately five positions. Although NitroMed has discontinued active promotional efforts related to BiDil, NitroMed continues to contract for the manufacture of, and to sell BiDil, and maintain the product on the market for patients through normal wholesale and retail channels. NitroMed has also conducted limited advertising in select medical publications, and has utilized a third-party marketing firm to contact healthcare professionals on its behalf, in each case in an effort to maintain a limited market presence for BiDil. In conjunction with implementing its January 2008 restructuring plan, NitroMed implemented a plan to pursue strategic alternatives for its business, including the potential divestiture of its BiDil and BiDil XR business and/or its nitric oxide intellectual property portfolio, a merger or consolidation with another company, or other comparable arrangements.

NitroMed’s January 2008 restructuring follows the elimination of its discovery research program in March 2006 and the replacement of its sales force with a small team of senior cardiovascular business managers in October 2006. The January 2008 restructuring also follows its efforts in August 2007 to deploy an expanded field organization designed to focus on selected prescriber targets.

BiDil XR.  BiDil is an orally-administered medicine that is presently dosed three times daily. In connection with its efforts to develop BiDil XR as a once-daily formulation, in February 2007 NitroMed entered into a license agreement with Elan Pharma International Limited, or Elan, pursuant to which Elan granted to it an exclusive worldwide royalty-bearing license to import, use, offer for sale and sell an oral capsule formulation incorporating specified technology owned or controlled by Elan and containing, as its sole active combination of ingredients, the combination of the active drug substances isosorbide dinitrate and hydralazine hydrochloride (which includes BiDil XR). In consideration for the grant of the license, NitroMed has agreed to pay Elan royalties that are calculated by reference to annual net sales parameters set forth in the agreement. In addition, NitroMed has also agreed to pay Elan specified amounts upon the achievement of specified development and commercialization milestone events set forth in the agreement.

In December 2007, NitroMed met with the FDA to discuss its proposed development plan for BiDil XR. The FDA agreed that NitroMed’s clinical development plan to conduct bioequivalence and pharmacodynamic studies comparing BiDil XR to the current commercial immediate release formulation of BiDil is acceptable. NitroMed expects that its proposed plan could support FDA approval to commercialize BiDil XR, if bioequivalence is demonstrated. The bioequivalence study design compares the pharmacokinetics of the BiDil XR formulation to the pharmacokinetics of BiDil. Pharmacokinetics refers to the manner in which the body absorbs, distributes, metabolizes and excretes the study drug.

In conjunction with entering into the license agreement with Elan, NitroMed also entered into a development agreement with an affiliate of Elan, pursuant to which NitroMed has conducted clinical studies on BiDil XR prototypes. NitroMed’s pilot clinical trials have tested several BiDil XR prototypes and compared their pharmacokinetic profile with BiDil tablets. In preliminary clinical studies in healthy volunteers, NitroMed has demonstrated its ability to delay the release of isosorbide dinitrate and hydralazine hydrochloride by varying the amount of coating and ratios of different polymers on beads in capsules. NitroMed has continued to develop and refine BiDil XR prototypes as it seeks a final formulation. However, additional clinical studies and trials will be required in order to finalize the BiDil XR formulation prior to the commencement of bioequivalence trials. Based upon its decision to enter into an agreement to sell its BiDil and BiDil XR drug business to JHP, NitroMed has not yet commenced the next set of clinical trials pursuant to its BiDil XR development plan.

Liquidity.  Since its inception, NitroMed has mainly funded its operations through the sale of equity securities, debt financings, license fees, research and development funding, milestone payments from its collaborative partners, and more recently, sales of BiDil. NitroMed has incurred an accumulated deficit of $350.0 million as of September 30, 2008.

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As a result of its January 2008 restructuring, NitroMed estimates that its operating expenses related to research and development and sales, general and administrative functions for the year ending December 31, 2008 will be approximately $14.0 million to $16.0 million, including share-based compensation expense related to Statement of Financial Accounting Standards No. 123(R), but excluding cost of product sales and charges related to its January 2008 restructuring.

At September 30, 2008, NitroMed’s principal source of liquidity was $17.8 million of cash, cash equivalents and short-term marketable securities, which excludes $1.6 million of auction rate securities classified as long-term marketable securities due to liquidity constraints. Pending the successful sale of its BiDil and BiDil XR assets to JHP, if at all, NitroMed expects to incur operating expenses going forward primarily related to keeping BiDil available on the market prior to the consummation of that asset sale. Whether or not the BiDil and BiDil XR asset sale is completed, NitroMed believes that its existing sources of liquidity and the cash expected to be generated from future sales of BiDil will be sufficient to fund its operations for at least the next twelve months. In the event that the planned sale of the BiDil and BiDil XR assets is significantly delayed or is not completed, NitroMed’s future revenue from sales of BiDil could decline significantly based on a number of factors, including a decline in BiDil prescriptions by healthcare providers and a decline in the willingness of third party payors to provide reimbursement at favorable levels, in each case due, at least in part, to the prior elimination of its sales force and discontinuation of its active promotional efforts related to BiDil.

Financial Operations Overview

Revenue.  NitroMed’s first commercial product, BiDil, was launched in July 2005, and generated product sales of $4.0 million in the third quarter of 2008. Prior to the launch of BiDil, all of NitroMed’s revenue had been derived from license fees, research and development payments and milestone payments that it received from its corporate collaborators. NitroMed discontinued active promotion of BiDil in January 2008.

Research and Development.  Research and development expense consists of expenses incurred in identifying, developing and testing product candidates. These expenses consist primarily of salaries and related expenses for personnel, fees paid to professional service providers for independent monitoring and analysis of NitroMed’s clinical trials, costs of contract research and manufacturing, product development costs, costs of facilities and BiDil medical support costs.

The following summarizes NitroMed’s primary research and development programs. NitroMed has not provided program costs because prior to 2000 NitroMed did not track and accumulate cost information by research program. As discussed above under “Recent Developments,” in October 2008 NitroMed entered into an agreement to sell its BiDil and BiDil XR assets to JHP.

•  BiDil.  From May 2001 to July 2004, NitroMed enrolled 1,050 patients at 169 clinical sites in the United States in its phase III clinical trial for BiDil. NitroMed halted the trial in July 2004 due to a significant survival benefit in the preliminary data for patients taking BiDil. The FDA approved BiDil on June 23, 2005, and NitroMed launched BiDil in July 2005. The total cost for the BiDil A-HeFT trial was approximately $43.0 million.

•  BiDil XR.  The current formulation of BiDil is an immediate-release tablet that must be taken three times daily. NitroMed has pursued the development of BiDil XR, an extended release formulation of BiDil that could be taken once a day. To date, NitroMed has incurred expenses of approximately $11.0 million in connection with the development of BiDil XR. Preliminary clinical studies of BiDil XR demonstrated proof of principle, and NitroMed commenced clinical development of BiDil XR in October 2006. Additional formulation studies and trials will be required in order to finalize the formulation prior to the commencement of bioequivalence trials. Because of its stage of development, and the uncertainties inherent in pharmaceutical development generally, NitroMed may not be able to

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successfully develop and commercialize BiDil XR in the event that the BiDil drug business asset sale is not completed.

•  Other Discovery Research.  NitroMed has used its know-how and expertise in nitric oxide to develop preclinical stage drug candidates that are nitric oxide-enhancing versions of existing medicines in the areas of cardiovascular, gastrointestinal/anti-inflammatory and pulmonary medicine. These studies have not progressed beyond a discovery stage of testing, and it remains speculative whether the addition of nitric oxide will result in an improved clinical profile of these medicines. NitroMed continues to seek divestiture opportunities for the intellectual property rights associated with these technologies, and is not presently engaging in any internal research and development activities with respect to these programs. NitroMed cannot be certain if it will be able to secure divestiture arrangements for its nitric oxide-based intellectual property on favorable terms, if at all.

Sales, General and Administrative.  Sales, general and administrative expense have historically consisted primarily of salaries and other related costs for personnel in sales and marketing, executive, finance, investor relations, accounting, business development and human resource functions. Other costs include facility costs not otherwise included in research and development expense; costs for public relations, advertising and promotion services; professional fees for legal and accounting services; and costs related to its former arrangements with a contract sales organization.

Non-Operating Income.  Interest income includes interest earned on NitroMed’s cash, cash equivalents and marketable securities, and interest expense associated with previous borrowings.

Results of Operations

Nine Months Ended September 30, 2008 and 2007

Revenue.  Total revenue for the nine months ended September 30, 2008 was $11.8 million, compared to $11.0 million for the nine months ended September 30, 2007. Product sales of BiDil accounted for all of the revenue for the nine month periods ended September 30, 2008 and 2007. The increase in product revenue in the 2008 period is due to increased shipments of BiDil.

Cost of Product Sales.  Cost of product sales was $2.9 million for the nine month period ended September 30, 2008, compared to $2.2 million for the nine month period ended September 30, 2007. The increase in cost of product sales in the 2008 period is primarily due to the payment of $0.8 million to Dr. Jay Cohn in connection with specified amendments to NitroMed’s licensing agreement with him. For the nine month periods ended September 30, 2008 and 2007, NitroMed recorded inventory impairment charges of $0.5 million and $0.5 million, respectively. These inventory impairment charges were related to commercial trade, patient sample inventory product and raw materials in excess of expected future inventory requirements and future purchase commitments, based on its current sales forecast.

Research and Development.  Research and development expense for the nine months ended September 30, 2008 was $2.6 million, compared to $9.7 million for the nine months ended September 30, 2007. The $7.1 million, or 73%, decrease in research and development expenses in the current period was primarily due to a $2.7 million reduction in headcount and related compensation expenses as a result of NitroMed’s January 2008 restructuring, a $1.9 million decrease in medical expenditures supporting the commercialization of BiDil and a $2.4 million decrease in spending related to the development of BiDil XR.

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The following table summarizes the primary components of NitroMed’s research and development expense for its principal research and development programs for the nine month periods ended September 30, 2008 and 2007:

	Nine Months Ended
	September 30,
	2008		2007
Research and Development Program (in millions)
BiDil	$	1.1	$	4.0
BiDil XR		1.5		5.6
Other discovery research		—		0.1
Total research and development expense	$	2.6	$	9.7

Sales, General and Administrative.  Sales, general and administrative expense for the nine months ended September 30, 2008 was $8.4 million, compared to $23.7 million for the nine months ended September 30, 2007. The $15.3 million, or 64%, decrease in sales, general and administrative expense was primarily due to $8.4 million in reduced salary and benefit expenses and $2.1 million in reduced compensation expense as a result of NitroMed’s January 2008 restructuring, as well as $4.3 million in decreased advertising expenses as a result of its decision to discontinue active promotional efforts for BiDil in January 2008.

Restructuring Charges.  In the first quarter of 2007, NitroMed recorded a net restructuring charge of $1.0 million related to its lease obligation at its former headquarters. The charge was recorded pursuant to Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities, or SFAS 146. In March 2007, NitroMed assigned its lease to a third party and vacated the space. NitroMed paid $1.2 million to end its lease obligation and incurred $0.6 million in expenses primarily related to real estate brokerage fees and clean-up costs. Offsetting these charges was a reversal of $0.8 million in accrued rent. All amounts were paid as of March 31, 2007.

In the first quarter of 2008, NitroMed recorded restructuring charges of $2.7 million, which were comprised of severance benefits of $2.6 million related to the reduction of its employee headcount from approximately 90 to approximately 6 positions, and impairment charges of $0.1 million for the disposal of computer equipment. The severance benefit charges were recorded in accordance with Statement of Financial Accounting Standards No. 112, Employers’ Accounting For Post Employment Benefits, or SFAS 112, for contractual termination benefits for certain executives and SFAS 146 for one-time termination benefits for the remainder of employees terminated. As of September 30, 2008, NitroMed owed $0.1 million for salary continuation payments. As a result of this restructuring, NitroMed estimates that its operating expenses related to research and development and sales, general and administrative functions for the year ending December 31, 2008 will be approximately $14.0 million to $16.0 million, including share-based compensation expense related to Statement of Financial Accounting Standards No. 123(R), but excluding cost of product sales and charges related to its January 2008 restructuring.

Leasing Arrangements.  In May 2008, NitroMed entered into an assignment of lease and assumption agreement with Cubist, pursuant to which NitroMed assigned to Cubist its lease of approximately 19,815 square feet of office space in Lexington, Massachusetts. Concurrent with the execution of this assignment agreement, NitroMed entered into a sublease with Cubist, pursuant to which NitroMed agreed to sublease approximately 4,000 square feet of office space covered under the assigned lease. The initial term of this sublease was for three months beginning on June 1, 2008. Upon the expiration of the initial term, NitroMed has the right to extend the sublease, without notice, on a month-to-month basis. NitroMed has elected to extend the sublease on a month-to-month basis subsequent to the expiration of the initial term. Pursuant to the terms of the sublease, NitroMed is obligated to pay rent to Cubist in the amount of approximately $9,200 per month in advance.

Stock-based Compensation Expense.  NitroMed recognized $1.1 million and $4.7 million in stock-based compensation expense for the nine months ended September 30, 2008 and 2007, respectively. As of

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September 30, 2008, the total unrecognized compensation cost related to unvested awards was approximately $1.9 million, which will be recognized over a weighted average period of 1.9 years.

Non-Operating Income.  Non-operating income was $0.4 million for the nine months ended September 30, 2008, compared to $0.9 million for the nine months ended September 30, 2007. The $0.5 million, or 59%, decrease for the nine month period ended September 30, 2008 compared to the nine month period ended September 30, 2007 is primarily due to lower fund balances available for investment and impairment charges of $0.1 million related to auction rate securities, offset by a $0.5 million reduction in interest expense incurred on long-term debt.

Years Ended December 31, 2007, 2006 and 2005

Revenue.  Total revenue for the year ended December 31, 2007 was $16.0 million, compared to $12.1 million in 2006 and $6.0 million in 2005.

Product sales for the year ended December 31, 2007 were $15.3 million, compared to $12.1 million in 2006 and $4.5 million in 2005. The increase in product sales is due to increased shipments of BiDil as BiDil has continued to gain market acceptance.

Research and development revenues were $0.8 million for the year ended December 31, 2007, compared to $-0- for 2006 and $1.6 million for 2005. The $0.8 million, or 100%, increase in research and development revenues in 2007 compared to 2006 was due to NitroMed’s non-exclusive licensing of certain non-strategic intellectual property in October 2007 for which NitroMed has no continuing obligation. NitroMed had $-0- research and development revenue in 2006 due to the termination of the research term under its collaboration agreement with Boston Scientific in December 2005. All such revenue related to this collaboration agreement had been fully recognized through December 2005.

Cost of Product Sales.  Cost of product sales for the year ended December 31, 2007 was $4.2 million, compared to $3.6 million in 2006 and $8.0 million in 2005. The $0.6 million, or 19%, increase in cost of product sales in 2007 compared to 2006 is primarily due to a $0.8 million increase in inventory impairment charges of $2.3 million in 2007 compared to $1.5 million in 2006. The $4.4 million, or 56%, decrease in cost of product sales in 2006 compared with 2005 was primarily due to a decrease of $5.6 million in inventory impairment charges related to commercial trade and patient sample inventory, and contractual purchase commitments. The charges were due to NitroMed’s current estimate of inventory requirements based on NitroMed’s sales forecast. Offsetting the decrease in inventory impairment charges were higher product costs and higher royalty costs due to increased sales.

Research and Development.  Research and development expense for the year ended December 31, 2007 was $12.2 million, compared to $17.0 million in 2006 and $31.3 million in 2005. The $4.8 million, or 28%, decrease in research and development expenses in 2007 compared with 2006 was primarily the result of decreased clinical and medical expenses needed to support BiDil, a decrease in payroll and benefits due to NitroMed’s restructuring in March 2006, and decreases in the areas of continuing medical education, clinical advisory boards, medical services fees, publications, stock-based compensation expense, and other various contracted services totaling $8.6 million. These decreases were offset by an increase of $3.8 million related to the development of BiDil XR. The $14.3 million, or 46%, decrease in research and development expenses in 2006 compared with 2005 was primarily the result of decreased clinical and medical expenses needed to support BiDil, a decrease in payroll and benefits due to NitroMed’s restructuring in March 2006, and decreases in the areas of continuing medical education, clinical advisory boards, medical services fees, publications and other various contracted services totaling $16.6 million. These decreases were offset by increases in the amount of $2.9 million for stock-based compensation expense related to the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, or SFAS 123R, in January 2006.

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The following table summarizes the primary components of NitroMed’s research and development expense for NitroMed’s principal research and development programs for the fiscal years ended December 31, 2007, 2006 and 2005.

	December 31,
Research and Development Program	2007		2006		2005
BiDil	$	5,339,000	$	9,603,000	$	19,052,000
BiDil XR		6,581,000		2,774,000		—
Nitric oxide-enhancing cardiovascular compounds		—		2,568,000		6,073,000
Nitric oxide stents		—		206,000		2,279,000
Other discovery research		265,000		1,878,000		3,936,000
Total research and development expense	$	12,185,000	$	17,029,000	$	31,340,000

Sales, General and Administrative.  Sales, general and administrative expense for the year ended December 31, 2007 was $31.4 million, compared to $59.4 million in 2006 and $74.6 million in 2005. The $28.0 million, or 47%, decrease in sales, general and administrative expense in 2007 compared to 2006 was primarily due to the following decreases: $17.3 million reduction for lower salary and benefit costs from the restructuring of NitroMed’s sales force in October 2006, offset by the hiring of a smaller, more experienced sales force in mid-2007; $5.1 million reduction in advertising and promotional services and public relations; $1.6 million reduction in rent expenses; $1.4 million reduction in stock-based compensation expense; and $1.4 million reduction in consulting expenses. The $15.2 million, or 20%, decrease in sales, general and administrative expense in 2006 compared to 2005 was primarily due to a decrease of $11.4 million related to the restructuring of NitroMed’s sales force and $7.4 million for advertising and promotional services and public relations. These decreases were offset by an increase of $5.1 million for stock-based compensation expense related to the adoption of SFAS 123R in January 2006.

Restructurings.  In the first quarter of 2006, NitroMed recorded a restructuring charge of $2.0 million related to a restructuring of NitroMed’s discovery research operations to better align costs with revenue and operating expectations. The restructuring charges pertained to employee severance and impairment of assets and were recorded in accordance with SFAS 146 and Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, or SFAS 144. In connection with the restructuring, NitroMed terminated 30 employees in its discovery research group, or approximately 30% of its workforce, resulting in a charge of $1.4 million. All employees were terminated as of March 31, 2006. As a result of terminating these employees, NitroMed recorded an impairment charge for certain research laboratory equipment, computer equipment, and furniture and fixtures aggregating $0.6 million, for which the future use was uncertain. These assets were written down to their fair value utilizing a third party appraiser to estimate the fair value of the assets based on current market quotes and the current condition of the equipment, furniture and fixtures.

In the fourth quarter of 2006, NitroMed recorded a restructuring charge of $3.2 million, comprised of severance benefits of $2.5 million and impairment charges of $0.7 million for certain research and development equipment, leasehold improvements, furniture and fixtures, and computers. The restructuring charges were recorded in accordance with SFAS 146 and SFAS 144. This restructuring program included the elimination of 120 sales personnel and eight general and administrative and research and development personnel. These employees were terminated in October 2006, and no employee remained employed at December 31, 2006. Due to these actions, certain research and development equipment, leasehold improvements, furniture and fixtures and computers became impaired. These assets were written down to the fair value based on either a third-party quote, or the estimated discounted cash flows they would generate over the remaining economic life.

In the first quarter of 2007, NitroMed recorded a restructuring charge of $1.0 million related to vacating its former headquarters location. The charge was recorded pursuant to SFAS 146. In March 2007, NitroMed entered into an Assignment of Lease and Assumption Agreement, which NitroMed refers to as the Assignment Agreement, with Shire Human Genetic Therapies, Inc., or Shire, pursuant to which NitroMed assigned its lease for office and laboratory space located at 125 Spring Street in Lexington, Massachusetts, referred to as the Spring Street Lease. Pursuant to the terms of the Assignment Agreement, NitroMed agreed to pay Shire the amount of approximately $1.2 million as consideration for Shire’s assumption of the Spring Street Lease.

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In addition to this charge, NitroMed incurred $0.6 million in expenses primarily related to real estate brokerage fees and clean-up costs. Offsetting these charges was a reversal of $0.8 million in accrued rent related to the Spring Street Lease. All amounts were paid as of June 30, 2007.

Stock-Based Compensation Expense.  NitroMed follows the fair value recognition provisions of SFAS 123R. Compensation cost recognized subsequent to December 31, 2005 includes: (a) compensation cost for all stock-based payments granted but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation, or SFAS 123, and (b) compensation cost for all stock-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. Such amounts have been reduced by NitroMed’s estimate of forfeitures of all unvested awards. Results for prior periods have not been restated.

Prior to the adoption of SFAS 123R, NitroMed accounted for share-based payments to employees using the intrinsic value method of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, or APB 25.

As a result of adopting SFAS 123R on January 1, 2006, NitroMed’s net loss and net loss per share were $5.0 million and $0.12 for 2007 and $8.0 million and $0.22 for 2006, respectively; these amounts are higher than if NitroMed had continued to account for share-based compensation under APB 25. As of December 31, 2007, the total compensation cost related to unvested stock option awards to employees not yet recognized in the statement of operations was approximately $6.2 million, which NitroMed will recognize over a weighted average period of 1.9 years. In addition, total compensation cost related to unvested restricted stock awards as of December 31, 2007 is $1.2 million, which will be recognized over 1.2 years.

Non-Operating Income.  Non-operating income decreased to $1.2 million in 2007 compared to $1.9 million in 2006 and $2.0 million in 2005. The $0.7 million, or 36%, decrease in non-operating income in 2007 compared to 2006 was primarily related to a $1.3 million decrease in interest income due to lower average investment balances, offset by $0.7 million in lower interest expense associated with NitroMed’s debt because the principal balance due on the debt was lower in 2007. The $0.1 million, or 9%, decrease in non-operating income in 2006 compared to 2005 was primarily related to $0.4 million in higher interest expense associated with NitroMed’s debt, which was outstanding during the entire 2006 period compared to six months in 2005, offset by $0.2 million in higher interest income.

Liquidity and Capital Resources

Since its inception, NitroMed has primarily funded its operations through the sale of equity securities, debt financings, license fees, research and development funding, milestone payments from its collaborative partners and, more recently, sales of BiDil. As of September 30, 2008, NitroMed has received net proceeds of $321.2 million from the issuance of equity securities, including net proceeds of $18.2 million from its registered direct offering in May 2007.

At September 30, 2008, NitroMed had $17.8 million in cash, cash equivalents and short-term marketable securities, which excludes $1.6 million of auction rate securities that were classified as long-term marketable securities due to liquidity constraints.

During the nine months ended September 30, 2008, operating activities used cash of $8.7 million, primarily due to a net loss of $4.6 million and decreases in accounts payable and accrued expenses of $5.8 million, offset by stock-based compensation expense of $1.1 million.

During the nine months ended September 30, 2008, investing activities provided cash of $17.6 million, primarily due to net sales of marketable securities.

During the nine months ended September 30, 2008, financing activities used cash of $3.5 million, primarily due to $3.7 million in long-term debt payments, offset by $0.3 million in proceeds from employee stock plans.

On June 28, 2005, NitroMed borrowed (i) $10.0 million from Oxford Finance Corporation, or Oxford, and (ii) $10.0 million from General Electric Capital Corporation, or GECC, pursuant to the terms of promissory

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notes made by it with both Oxford and GECC, respectively. The notes bore interest at a fixed rate of 9.95% per annum and were payable in 36 consecutive monthly installments of principal and accrued interest, beginning July 1, 2005. The notes were secured by a security interest in all its personal property and fixtures with the exception of any intellectual property or products acquired, whether by purchase, license or otherwise, on or after the execution of the notes. As of June 30, 2008, the promissory notes had been paid in full.

As of September 30, 2008, all marketable securities held by NitroMed have maturity dates that range from 2008 to 2045.

As of September 30, 2008, NitroMed held approximately $1.6 million of auction rate securities. These auction rate securities are comprised of approximately $1.3 million of preferred stock closed-end fund auction rate securities and a $0.3 million government-backed student loan auction rate security. Auction rate securities are securities that are structured to allow for short-term interest rate resets, but with contractual maturity dates that can be well in excess of ten years. Auctions have historically provided a liquid market for these securities. However, beginning in February 2008, the majority of auction rate securities in the marketplace failed at auction due to sell orders exceeding buy orders. Such failures resulted in the interest rate on these securities resetting to predetermined rates within the underlying loan agreement, which might be higher or lower than the current market rate of interest. NitroMed’s ability to liquidate its auction rate securities and fully recover the carrying value of its investments in the near term may be limited or not exist. In the event that NitroMed needs to access its investments in these auction rate securities, NitroMed will not be able to do so until a future auction of these investments is successful, the issuer redeems the outstanding securities, a buyer is found outside the auction process, or the securities mature, which could be in as many as 37 years. As a result of these factors, NitroMed recorded impairment charges of $45,000 and $97,000 for the three and nine month periods ended September 30, 2008, respectively. NitroMed may be required to record additional impairment charges on these investments from time to time.

As of September 30, 2008, NitroMed classifies its auction rate securities as long-term marketable securities, reflecting management’s determination that these securities may not be liquidated within one year due to the auction failures described above. NitroMed has not experienced any realized losses on sales of auction rate securities in 2008.

For the nine months ended September 30, 2008, the cumulative impairments recorded by NitroMed include an impairment of $16,000 on its government-backed student loan auction rate security and an impairment of $81,000 on its preferred stock closed-end fund auction rate securities.

Contractual Obligations

The following table summarizes NitroMed’s contractual obligations at September 30, 2008, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.

			Less Than						More Than
Contractual Obligations	Total		One Year		1-3 Years		3-5 Years		Five Years
Operating lease(1)	$	—	$	—	$	—	$	—	$	—
Purchase obligations(2)		324,000		324,000		—		—		—
License milestones(3)		—		—		—		—		—
Total	$	324,000	$	324,000	$	—	$	—	$	—

(1)	In May 2008, NitroMed entered into a sublease with Cubist, pursuant to which NitroMed agreed to sublease approximately 4,000 square feet of office space at a rate of approximately $9,200 per month in advance. The initial term of this sublease was for three months beginning on June 1, 2008. Upon the expiration of the initial term, NitroMed has the right to extend the sublease, without notice, on a month-to-month basis.
(2)	In April and July 2008, NitroMed placed binding purchase orders totaling $324,000 with Schwarz Pharma for production of BiDil finished goods during the fourth quarter of 2008.
(3)	In February 2007, NitroMed entered into a License Agreement with Elan, pursuant to which NitroMed may be obligated to pay certain milestone payments in the aggregate amount of $2.5 million, of which

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$250,000 was paid in the first quarter of 2007. NitroMed is uncertain as to the timing of future payments, if any, pursuant to the terms of the License Agreement.

In January 2008, NitroMed ceased actively promoting sales of BiDil, which is its only significant source of revenue. As described above under “— Recent Developments,” in October 2008 NitroMed entered into an agreement to sell its BiDil and BiDil XR assets to JHP. Pending the successful sale of its BiDil and BiDil XR assets to JHP, if at all, NitroMed expects to incur operating expenses going forward primarily related to keeping BiDil available on the market prior to the consummation of that asset sale. Whether or not the asset sale is completed, NitroMed believes that its existing sources of liquidity and the cash expected to be generated from future sales of BiDil, together with the significant reduction in expenditures as a result of its January 2008 restructuring, will be sufficient to fund its operations for at least the next twelve months. However, its future capital requirements, and the period in which NitroMed expects its current cash to support its operations, may vary due to a number of factors, including the following:

•  its ability to successfully consummate one or more strategic arrangements relating to its business and assets, including the planned asset sale and merger, and the expenses related to any such transactions;

•  the amount of future product sales of BiDil;

•  the cost of manufacturing and selling BiDil;

•  the timing of collections related to sales of BiDil;

•  the time and costs involved in completing the clinical trials and further development of, and obtaining regulatory approvals for, BiDil XR, if at all;

•  the effect of competing technological and market developments;

•  the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims;

•  the cost of maintaining licenses to use patented technologies;

•  unfavorable conditions in the capital markets, which may adversely affect the liquidity and value of NitroMed’s investments; and

•  general global and domestic economic conditions, including inflation, recessionary risks and volatile energy costs.

If NitroMed is unable to successfully consummate the asset sale and the merger, it may be required to cease its operations and dissolve its business, including seeking to liquidate its remaining assets and discharge any remaining liabilities.

Critical Accounting Policies and Estimates

NitroMed’s discussion and analysis of NitroMed’s financial condition and results of operations are based on NitroMed’s financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires NitroMed to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, NitroMed evaluates its estimates and judgments, including those related to revenue, inventory, accrued expenses and the factors used to determine the fair value of NitroMed’s stock options. NitroMed bases its estimates on historical experience, known trends and events and various other factors that NitroMed believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

NitroMed believes the following critical accounting policies affect NitroMed’s more significant judgments and estimates used in the preparation of NitroMed’s financial statements.

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Revenue.  NitroMed’s principal source of revenue is the sale of BiDil, which began shipping in July of 2005. Other sources of revenue to date include license fees, research and development payments and milestone payments that it has received from its corporate collaborators. NitroMed exercises significant judgment in determining the amount of revenue it can recognize in connection with sales of its products and with respect to its corporate collaborations. To the extent that actual facts and circumstances differ from NitroMed’s initial judgments, NitroMed’s revenue recognition could change accordingly and any such change could affect its reported operating results.

Product Sales/Deferred Revenue.  NitroMed follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition, and recognizes revenue from product sales upon delivery of product to wholesalers or pharmacies when persuasive evidence of an arrangement exists, the fee is fixed or determinable, title to product and associated risk of loss has passed to the wholesaler and collectibility of the related receivable is reasonably assured. All revenues from product sales are recorded net of applicable allowances for sales returns, wholesaler allowances, rebates, and discounts. For arrangements where the risk of loss has not passed to wholesalers or pharmacies, NitroMed defers the recognition of revenue by recording deferred revenue until such time that risk of loss has passed. In addition, NitroMed evaluates its level of shipments to wholesalers and pharmacies on a quarterly basis compared to the estimated level of inventory in the channel, remaining shelf-life of the product shipped, weekly prescription data and quarterly forecasted sales. As a result of this evaluation, NitroMed deferred $2.1 million of revenue on shipments in December 2005 and recorded this amount in deferred revenue as of December 31, 2005. During 2006, NitroMed reversed $1.8 million of this deferred revenue and recognized the remainder as revenue.

Sales Returns, Allowances, Rebates and Discounts.  NitroMed’s product sales are subject to returns, wholesaler allowances, rebates and cash and contract discounts that are customary in the pharmaceutical industry. A large portion of NitroMed’s product sales are made to pharmaceutical wholesalers for further distribution through pharmacies to patients, who are consumers of the product. NitroMed determines the provisions for sales returns, allowances, rebates and discounts based primarily on estimates and contractual terms.

Product Returns.  Consistent with industry practice, NitroMed offers contractual return rights that allow customers to return product only during the period that is six months prior to, and twelve months after, product expiration. Commercial product shipped during 2005 and the first half of 2006 had a shelf-life of twelve months from date of manufacture with expiration dates ranging from April 2006 to May 2007. During the third quarter of 2006, NitroMed began shipping commercial product with an expiration date of 18 months. During the second quarter of 2007, NitroMed began shipping commercial product with an expiration date of 24 months. Factors that are considered in NitroMed’s estimates of future product returns include an analysis of the amount of product in the wholesaler and pharmacy channels, discussions with key wholesalers and other customers regarding inventory levels and shipment trends, review of consumer consumption data, and the remaining time to expiration of NitroMed’s product. As a result of this ongoing evaluation, NitroMed’s product return reserve was $1.0 million, $0.9 million and $1.3 million as of September 30, 2008, December 31, 2007 and 2006, respectively. For the nine months ended September 30, 2008 and 2007, NitroMed recorded a reduction to revenue for product returns of $0.9 million and $0.8 million, respectively. For the years ended December 31, 2007, 2006 and 2005, NitroMed recorded a reduction to revenue for product returns of $1.0 million, $2.6 million and $0.1 million, respectively. The return rate and related reserve are evaluated on a quarterly basis, assessing each of the factors described above, and adjusted accordingly. In developing a reasonable estimate for the reserve for product returns, NitroMed considers the factors in paragraph 8 of Statement of Financial Accounting Standards No. 48, Revenue Recognition When a Right of Return Exists. Based on the factors noted above, NitroMed believes its estimate of product returns is reasonable, and changes, if any, from this estimate would not have a material impact to NitroMed’s financial statements. During the first quarter of 2008, BiDil’s shelf life was increased to 36 months and product bottled by NitroMed’s manufacturer in the first quarter of 2008 has a 36 month shelf life.

Sample Voucher and Co-Pay Card Program.  Beginning in the third quarter of 2005, NitroMed initiated a sample voucher program whereby NitroMed offered an incentive to patients in the form of a free 30-day trial, or approximately 100 tablets, of BiDil. NitroMed has accounted for this program in accordance with Emerging Issues Task Force Issue No. 01-09, Accounting for Consideration Given by a Vendor to a Customer, or EITF No. 01-09. Initially, these sample programs had quarterly expiration dates such that each sample voucher

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program was only active for one quarter at a time. As a result, at the end of each quarter NitroMed could determine the actual amount of reimbursement claims received for the vouchers distributed during the quarter. The amount of reimbursement is recorded as a reduction to revenue. During the third quarter 2006, NitroMed initiated a six month co-pay program whereby NitroMed covers the co-pay for eligible insured patients for their BiDil prescriptions, including refills. As a result of these programs, NitroMed recorded a reduction to revenue of $0.1 million, $0.1 million, $0.1 million, $0.5 million and $0.8 million for the nine months ended September 30, 2008 and 2007, and the years ended December 31, 2007, 2006 and 2005, respectively.

Sales Discounts, Rebates and Allowances.  Sales discounts, rebates and allowances result primarily from sales under contract with healthcare providers, wholesalers, Medicare and Medicaid programs and other governmental agencies. NitroMed estimates rebates and contractual allowances, cash and contract discounts and other rebates by considering the following factors: current contract prices and terms, sales volume, estimated customer and wholesaler inventory levels and current average rebate rates. For the nine month periods ended September 30, 2008 and 2007, and for the years ended December 31, 2007, 2006, and 2005, NitroMed recorded cash discounts, rebates and other allowances of $4.5 million, $3.8 million, $5.3 million, $1.5 million and $0.5 million, respectively.

License and Collaboration Revenue.  NitroMed records collaboration revenue on an accrual basis as it is earned and when amounts are considered collectible. Revenues received in advance of performance obligations or in cases where NitroMed has a continuing obligation to perform services, are deferred and recognized over the contractual or estimated performance period. Revenues from milestone payments that represent the culmination of a separate earnings process are recorded when the milestone is achieved. Contract revenues are recorded as the services are performed. When NitroMed is required to defer revenue, the period over which such revenue should be recognized is subject to estimates by management and may change over the course of the collaborative agreement.

Inventory.  NitroMed reviews its estimates of the net realizable value of NitroMed’s inventory at each reporting period. NitroMed’s estimates of the net realizable value of inventory are subject to judgment and estimation. The actual net realizable value could vary significantly from NitroMed’s estimates and could have a material effect on NitroMed’s financial condition and results of operations in any reporting period. On a quarterly basis, NitroMed analyzes NitroMed’s current inventory levels and future irrevocable inventory purchase commitments and writes down inventory that has become un-saleable, inventory that has a cost basis in excess of its expected net realizable value and irrevocable inventory purchase commitments that are in excess of expected future inventory requirements based on NitroMed’s sales forecasts. For the nine months ended September 30, 2008 and 2007, and for the year ended December 31, 2007, NitroMed recorded inventory impairment charges of $0.5 million, $0.5 million and $2.3 million, respectively, to cost of sales related to commercial trade, patient sample inventory and excess raw materials. For the year ended December 31, 2006, NitroMed recorded inventory impairment charges of $1.5 million to cost of sales related to commercial trade and patient sample inventory, and for contractual purchase commitments in excess of NitroMed’s sales forecast. For the year ended December 31, 2005, NitroMed recorded inventory impairment charges of $7.1 million to cost of sales related to commercial trade and patient sample inventory, and for contractual purchase commitments in excess of NitroMed’s sales forecast.

Accrued Expenses.  As part of the process of preparing financial statements, NitroMed is required to estimate accrued expenses. This process involves identifying services which have been performed on NitroMed’s behalf, and estimating the level of service performed and the associated cost incurred for such service as of each balance sheet date in NitroMed’s financial statements. Examples of estimated expenses for which NitroMed accrues include fees such as amounts owed for clinical trials, sales and marketing data management, product development, contract manufacturers for the production of finished goods, marketing and medical support, such as advisory boards, and publications, marketing services and professional services, such as lawyers and accountants. In connection with such services, NitroMed’s estimates are most affected by NitroMed’s understanding of the status and timing of services provided relative to the actual levels of services incurred by such service providers. The majority of NitroMed’s service providers invoice NitroMed monthly in arrears for services performed. In the event that NitroMed does not identify certain costs which have begun to be incurred, or NitroMed over- or under-estimates the level of services performed or the costs of such services, NitroMed’s reported expenses for such period would be too high or too low. The date on which certain

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services commence, the level of services performed on or before a given date and the cost of such services are often determined based on subjective judgments. NitroMed makes these judgments based upon the facts and circumstances known to us in accordance with generally accepted accounting principles.

Stock-Based Compensation.  Effective January 1, 2006, NitroMed adopted the fair value recognition provisions of SFAS 123R to recognize compensation cost associated with stock options issued to employees. Determining the amount of stock-based compensation expense to be recorded requires NitroMed to develop estimates to be used in calculating the grant-date fair value of a stock option. The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires NitroMed to make estimates for volatility, risk-free interest rate, expected term, and expected dividend yield. Volatility is determined exclusively using historical volatility data of NitroMed’s common stock based on the period of time since NitroMed’s common stock has been publicly traded. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life assumption. The expected life of stock options granted is based exclusively on historical data and represents the weighted average period of time that stock options granted are expected to be outstanding. The expected life is applied to the stock option grant group as a whole, as NitroMed does not expect substantially different exercise or post-vesting termination behavior amongst NitroMed’s employee population.

Accounting for equity instruments granted or sold by NitroMed under APB 25, SFAS 123 and Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, requires fair value estimates of the equity instrument granted or sold. If NitroMed’s estimates of the fair value of these equity instruments are too high or too low, NitroMed’s expenses may be over-or under-stated. For equity instruments granted or sold in exchange for the receipt of goods or services, NitroMed estimates the fair value of the equity instruments based upon consideration of factors which NitroMed deems to be relevant at that time. Because shares of NitroMed’s common stock were not publicly traded prior to the commencement of NitroMed’s public offering on November 5, 2003, market factors historically considered in valuing stock and stock option grants include comparative values of public companies discounted for the risk and limited liquidity provided for in the shares NitroMed is issuing, pricing of private sales of NitroMed’s redeemable convertible preferred stock, prior valuations of stock grants and the effect of events that have occurred between the time of such grants, economic trends, and the comparative rights and preferences of the security being granted compared to the rights and preferences of NitroMed’s other outstanding equity.

Prior to NitroMed’s initial public offering, the fair value of NitroMed’s common stock was determined by NitroMed’s board of directors contemporaneously with the grant. In the absence of a public trading market for NitroMed’s common stock, NitroMed’s board of directors considered numerous objective and subjective factors in determining the fair value of NitroMed’s common stock. At the time of option grants and other stock issuances, NitroMed’s board of directors considered the liquidation preferences, dividend rights, voting control and anti-dilution protection attributable to NitroMed’s then-outstanding redeemable convertible preferred stock, the status of private and public financial markets, valuations of comparable private and public companies, the likelihood of achieving a liquidity event such as an initial public offering, NitroMed’s existing financial resources, NitroMed’s anticipated continuing operating losses and increased spending levels required to complete NitroMed’s clinical trials, dilution to common stockholders from anticipated future financings and a general assessment of future business risks.

Inflation

NitroMed believes the effects of inflation generally do not have a material adverse impact on its operations or financial condition.

Off-Balance Sheet Arrangements

NitroMed does not have any material off-balance sheet arrangements.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT NITROMED’S MARKET RISK

NitroMed is exposed to market risk related to changes in interest rates. Its current investment policy is to maintain an investment portfolio consisting mainly of U.S. money market and high-grade corporate and U.S. government-related securities, directly or through managed funds, with maturity dates of two years or less. In addition, NitroMed holds auction rate securities that reset monthly. NitroMed’s cash is deposited in and invested through highly rated financial institutions in North America. NitroMed’s marketable securities are subject to interest rate risk and will fall in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 10% from levels at September 30, 2008, NitroMed estimates that the fair value of its investment portfolio would decline by an immaterial amount. NitroMed has the ability to hold its fixed income investments until maturity, and therefore it does not expect its operating results or cash flows to be affected to any significant degree by the effect of a change in market interest rates on its investments.

The primary objective of NitroMed’s investment activities is to preserve principal while at the same time maximizing the income NitroMed receives from its investments without significantly increasing risk. To achieve this objective, NitroMed maintains its portfolio of cash equivalents and marketable securities in a variety of securities, including U.S. government agencies, corporate notes and bonds, commercial paper, and money market funds. These securities are classified as available for sale and consequently are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss). If interest rates rise, the market value of its investments may decline, which could result in a realized loss if NitroMed is forced to sell an investment before its scheduled maturity. NitroMed does not utilize derivative financial instruments to manage its interest rate risks.

As of September 30, 2008, all marketable securities held by NitroMed have maturity dates that range from 2008 to 2045.

As of September 30, 2008, NitroMed held approximately $1.6 million of auction rate securities. These auction rate securities are comprised of approximately $1.3 million of preferred stock closed-end fund auction rate securities and a $0.3 million government-backed student loan auction rate security. Auctions have historically provided a liquid market for these securities. However, beginning in February 2008, the majority of auction rate securities in the marketplace failed at auction due to sell orders exceeding buy orders. NitroMed’s ability to liquidate its auction rate securities and fully recover the carrying value of its investments in the near term may be limited or not exist. In the event that NitroMed needs to access its investments in these auction rate securities, NitroMed will not be able to do so until a future auction of these investments is successful, the issuer redeems the outstanding securities, a buyer is found outside the auction process, or the securities mature, which could be in as many as 37 years. As a result of these factors, NitroMed recorded impairment charges of $45,000 and $97,000 for the three and nine months ended September 30, 2008, respectively. NitroMed may be required to record additional impairment charges on these investments from time to time.

As of September 30, 2008, NitroMed classifies its auction rate securities as long-term marketable securities, reflecting management’s determination that these securities may not be liquidated within one year due to the auction failures described above. NitroMed has not experienced any realized losses on sales of auction rate securities in 2008.

For the nine months ended September 30, 2008, the cumulative impairments recorded by NitroMed include an impairment of $16,000 on its government-backed student loan auction rate security and an impairment of $81,000 on its preferred stock closed-end fund auction rate securities.

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ARCHEMIX’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read together with Archemix’s financial statements and accompanying notes appearing elsewhere in this joint proxy statement/prospectus. This discussion contains forward-looking statements, based on current expectations and related to future events and Archemix’s future financial performance, that involve risks and uncertainties. Archemix’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many important factors, including those set forth under “Risks Related to Archemix” and elsewhere in this joint proxy statement/prospectus.

Overview

Archemix is a biotechnology company focused on discovering, developing and commercializing aptamer therapeutics. Archemix began operations in 2001. Since inception, Archemix has devoted substantially all of its efforts towards the research and development and licensing of its aptamer product candidates, and it has not generated any revenues from the sale of products. Through September 30, 2008, Archemix has funded its operations primarily through:

•  proceeds of $136.0 million from private placements of redeemable convertible preferred stock and other equity issuances; and

•  cash receipts of $60.7 million from license fees, research and development funding and milestone payments from its collaborators and licensees.

Archemix has never been profitable and has incurred an accumulated deficit of $156.3 million as of September 30, 2008. Archemix’s net loss was $10.5 million for the nine months ended September 30, 2008, and $20.4 million for the year ended December 31, 2007.

Archemix has devoted most of its expenditures since inception to discovering and developing its pipeline of proprietary and licensed aptamer product candidates and seeking, obtaining or maintaining patents for its intellectual property. Archemix is currently focusing its proprietary discovery and development activities on aptamer product candidates intended for use in rare hematological diseases.

Archemix’s lead aptamer product candidate, ARC1779, is being developed to treat thrombotic microangiopathies, or TMA, which is a group of diseases characterized by the formation of excessive blood clots which block, or occlude, the arterial circulation and cause injury to key organs, including the brain, heart and kidneys. TMA includes the various forms of thrombotic thrombocytopenic purpura, or TTP, and hemolytic uremic syndrome, or HUS. As of December 2008, Archemix had completed enrollment in the Phase 2a trial in TTP patients. In total, 21 patients were enrolled in the Phase 2a trial. On August 4, 2008, Archemix submitted an investigational new drug application, or IND for a Phase 2b trial of ARC1779 in patients suffering from TMA to the FDA, which included interim safety data from the Phase 2a trial. The IND became effective on September 4, 2008. Currently, one site in the United States is active and recruiting patients for the Phase 2b trial. ARC1779 for the treatment of TTP has received orphan drug designation from both the FDA and the European Commission. Archemix expects to commence a Phase 2a trial using ARC1779 in patients undergoing a surgical procedure known as carotid endarterectomy in the first half of 2009.

In other disease areas such as oncology, autoimmune disorders, inflammation and ophthalmology, Archemix has licensed its intellectual property to third parties to develop their own aptamer therapeutics. Archemix enters into these arrangements as part of its strategy to expand the therapeutic and commercial potential for aptamers and to fund the development of its product pipeline. To date, Archemix has entered into aptamer product development agreements with more than ten biotechnology and pharmaceutical companies, including Merck Serono, Takeda Pharmaceuticals and Pfizer.

As of December 1, 2008, Archemix owns or has licensed exclusive rights for aptamer therapeutics to over 200 issued patents, including 162 issued United States patents and ten European patents and approximately 300 pending patent applications worldwide, including 64 pending United States patent applications, pertaining

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to the discovery and development of aptamers and their role in treating disease. All of Archemix’s issued patents and approximately 100 pending patent applications are exclusively licensed from Gilead Sciences, Inc., or Gilead, pursuant to an agreement Archemix entered into with Gilead in October 2001. Archemix is obligated to pay a nominal royalty to the University of Colorado at Boulder, from which Gilead obtained the underlying technology, based on any sublicense income from, and net sales of, aptamer products.

Research and development expenditures through September 30, 2008 were related primarily to the improvement of Archemix’s SELEX discovery process and the development of numerous aptamer product candidates, including ARC1779.

Archemix expects to continue to incur significant operating losses for the next several years. Archemix expects expenditures for the discovery, development and commercialization of its proprietary and licensed aptamer product candidates and enhancements to its core technologies, including its proprietary SELEX discovery process for discovering aptamers, to continue to increase significantly in the next several years. In particular, Archemix expects to incur increased costs as it continues to advance ARC1779 through Phase 2 clinical trials and other potential aptamer product candidates through preclinical development. Archemix also expects its general and administrative costs to increase as the company continues to expand its management team and operate as a public company. Archemix will need to generate significant revenues to achieve profitability. If Archemix fails to complete the development of its aptamer product candidates in a timely manner or obtain regulatory approval for them, its ability to generate future revenues, and its results of operations and financial position, will be materially adversely affected. Archemix does not expect to achieve profitability in the foreseeable future, if at all.

Financial Operations Overview

Revenue

Archemix has not generated any revenue from product sales since its inception and does not expect to generate any revenue from the sale of products in the foreseeable future. All of Archemix’s revenue to date has been derived from license fees, research and development payments, and milestone payments received from its collaborators and licensees. In the future, Archemix will seek to generate revenue from a combination of product sales, upfront fees, research and development support, and milestone payments in connection with collaborations or other strategic relationships, and royalties resulting from the licensing of its intellectual property. Archemix expects that any revenue generated will fluctuate from quarter to quarter as a result of the timing and amount of research and development, milestone and other payments received under its collaborations, licenses or other strategic relationships and related continuing obligations, and the amount and timing of payments received upon the sale of its products, to the extent any are successfully commercialized.

Research and Development Expense

Archemix research and development expense reflects costs incurred for its proprietary research and development projects, as well as costs for research and development projects conducted as part of collaborative arrangements. Research and development expense consists of expenses incurred in identifying, researching, developing and testing aptamer product candidates. These expenses consist of internal costs, primarily employee salaries and related benefits, research materials, allocated facility and other overhead costs, and external costs. External costs primarily consist of payments to third-party service providers related to Archemix’s clinical trials, such as clinical research organizations, as well as payments for pilot scale manufacturing production along with process and analytical development, and preclinical animal efficacy, toxicology and safety studies necessary to support an IND. Archemix expects research and development costs to increase significantly over the next several years as its aptamer product candidate development programs progress.

The following summarizes Archemix’s most advanced current research and development programs, as well as programs for which it has expended significant resources in the past and has licensed to third parties. Program costs since inception have not been provided, because, prior to 2004, Archemix did not track and accumulate cost information by research program.

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ARC1779

Archemix’s lead aptamer product candidate, ARC1779, is designed to inhibit the function of a protein called von Willebrand Factor, or vWF. When vWF is activated, it is responsible for the adhesion, activation and aggregation of platelets, which are involved in the formation of blood clots. Archemix is developing ARC1779 to treat thrombotic microangiopathies, or TMA, which is a group of diseases caused by the increase of vWF. These diseases are characterized by the formation of excessive blood clots which block, or occlude, the arterial circulation and cause injury to key organs, including the brain, heart and kidneys. TMA includes the various forms of thrombotic thrombocytopenic purpura, or TTP, and hemolytic uremic syndrome, or HUS. TTP is a disease characterized by decreased platelet counts, or thrombocytopenia, the abnormal fragmentation of red blood cells, or microangiopathic hemolytic anemia, and small blood clots, or microthrombi. HUS is a disease characterized by thrombocytopenia, hemolytic anemia and kidney failure. There is no drug treatment specifically approved for patients with any form of TMA. Based on published case studies, Archemix believes that the mortality rate for patients with TTP, which accounts for most of the patients with TMA, is up to approximately 20%.

In March 2007, Archemix completed a Phase 1 clinical trial of ARC1779 in healthy volunteers in which it observed no serious adverse events. Archemix believes that the results of this trial demonstrate the mechanism of action of ARC1779 and support the continued development of this aptamer product candidate in patients with TMA. In January 2008, Archemix commenced a Phase 2a clinical trial of ARC1779 in patients suffering from TTP. As of December 1, 2008, Archemix had completed enrollment in the Phase 2a trial in TTP patients. In total, 21 patients were enrolled in the Phase 2a trial. On August 4, 2008, Archemix submitted an IND for a Phase 2b trial of ARC1779 in patients suffering from TMA to the FDA, which included interim safety data from the Phase 2a trial. The IND became effective on September 4, 2008. Currently, one site in the United States is active and recruiting patients for the Phase 2b trial. Assuming timely enrollment, Archemix believes that the recruitment phase of the study could last approximately 24 months. ARC1779 for the treatment of TTP has received orphan designation in both the United States and the European Union. Archemix expects to commence a Phase 2a trial using ARC1779 in patients undergoing a surgical procedure known as carotid endarterectomy in the first half of 2009.

ARC1905

ARC1905 is an aptamer that is designed to bind to a protein known as C5, which is one of several proteins that comprise the complement system. The complement system is a component of the body’s immune system and is an important mechanism that the body uses to fight infections or recover from injury. The complement system can be activated in settings where tissues are damaged as a result of surgical procedures causing unwanted and potentially harmful inflammation. Archemix originally developed ARC1905 for use in the reduction of surgery-related inflammation in patients undergoing cardiopulmonary bypass procedures. However, in November 2005, a third party developing a product candidate for the same indication reported that its Phase 3 clinical trial failed to meet its stated endpoints. Based on this failure, Archemix elected to stop the development of ARC1905 for use in this indication. Recent data suggest that C5 may play a role in age-related macular degeneration, or AMD, a chronic and progressive eye disease. Archemix believes that ARC1905 may be useful in treating AMD. Because Archemix was not focused on the development of aptamers for ophthalmology indications, a strategic collaboration was formed with Ophthotech Corporation in July 2007 for the development of ARC1905 and other C5 aptamers for use in treating AMD and other diseases of the eye. In October 2008, Ophthotech commenced a Phase 1 clinical trial of ARC1905.

ARC183 and NU172

During 2004 and 2005, under Archemix’s original collaboration agreement with Nuvelo, the companies were jointly developing ARC183, an anti-thrombin aptamer product candidate, and were sharing equally related research costs. In the Phase 1 clinical trial of ARC183, Archemix observed the rapid onset of and dose-related anticoagulation activity and the rapid reversal of the effects of the drug after administration of the drug infusion ceased. However, the amount of ARC183 needed to achieve the desired anticoagulation for use in coronary artery bypass graft surgery resulted in a sub-optimal dosing profile. In September 2005, Archemix

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and Nuvelo decided not to pursue further development of ARC183 and agreed to actively pursue an optimized second generation aptamer. Research and development expenses include Archemix’s share of development costs related to ARC183, and reimbursed research and development costs received from Nuvelo under Archemix’s original collaboration agreement were recorded as a reduction to research and development expenses. On July 31, 2006, Archemix and Nuvelo amended and restated the collaboration agreement. Under the new collaboration, Archemix is responsible for the discovery of short-acting aptamers that bind to specified targets in the process of the formation of blood clots, or the coagulation cascade, for use in acute therapeutic applications, and Nuvelo is responsible for the development and worldwide commercialization of these aptamers. As a result, Archemix is no longer sharing the costs of the research or development under this agreement. Based on the terms of the amended and restated agreement, amounts received from Nuvelo for the reimbursement of research and development services are and will be recorded as revenue in the period earned. Nuvelo has designated this second generation molecule NU172, a short-acting, direct thrombin inhibiting aptamer, as a development candidate and in January 2008 initiated a Phase 1 clinical trial. In February 2008, Archemix received a milestone payment of $1.0 million for the enrollment of the first patient in the study.

Archemix expenses all costs associated with internal research and development, and externally contracted research and development services as incurred. Archemix began tracking its internal and external research and development costs on a program basis in 2004. Research and development expenses, by major project, are outlined in the table below.

							Nine Months Ended
	Year Ended December 31,						September 30,
	2007		2006		2005		2008		2007
	(In thousands)
ARC1779	$	13,945	$	5,061	$	1,586	$	10,706	$	10,097
ARC1905		185		690		5,129		—		193
ARC183 and NU172		—		1,009		2,289		—		—
Other preclinical and platform programs		15,041		10,205		8,057		14,009		10,509
Total research and development expenses	$	29,171	$	16,965	$	17,061	$	24,715	$	20,799

The successful development of Archemix’s aptamer product candidates and the aptamer product candidates that are licensed to others is highly uncertain. At this time, Archemix cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the remainder of the development of these aptamer product candidates. Archemix is also unable to predict when, if ever, material net cash inflows will commence from ARC1779 or any other aptamer product candidates. This is due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of:

•  the scope, rate of progress and expense of Archemix’s clinical trials and other research and development activities;

•  the safety and effectiveness of Archemix’s aptamer product candidates;

•  patient enrollment in clinical trials;

•  future clinical trial results for Archemix’s aptamer product candidates and those of Archemix’s collaborators and licensees;

•  the terms and timing of regulatory approvals;

•  ability to market, commercialize and achieve market acceptance for any of Archemix’s aptamer product candidates that Archemix is developing or may develop in the future;

•  the expense of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; and

•  the terms and timing of any collaborative, licensing and other arrangements that Archemix may establish.

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A change in the outcome of any of these variables with respect to the development of any of Archemix’s aptamer product candidates would significantly change the costs and timing associated with the development of that product candidate. For example, if the FDA or another regulatory authority were to require Archemix to conduct clinical trials beyond those which Archemix currently anticipates will be required to complete clinical development of an aptamer product candidate, or if Archemix experiences significant delays in enrollment in any of its clinical trials, Archemix would be required to expend significant additional financial resources and time on the completion of clinical development of that aptamer product candidate.

Archemix expects expenses associated with the completion of its clinical trial programs to be substantial and to increase over time from those expenses currently being incurred. However, Archemix does not believe that it is possible at this time to accurately project total program-specific expenses through commercialization. There are numerous factors associated with the successful commercialization of any of Archemix’s product candidates, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on Archemix’s stage of development. Additionally, future commercial and regulatory factors beyond Archemix’s control will impact Archemix’s clinical development programs and plans.

General and Administrative Expenses

General and administrative expenses consists primarily of salaries and other related costs for personnel in executive, finance, accounting, business development and human resource functions. General and administrative expenses also consist of the costs of maintaining and overseeing Archemix’s intellectual property portfolio, which includes the salaries of in-house legal counsel, the cost of external counsel and the associated filing and maintenance fees. Other costs include facility costs not otherwise included in research and development expenses and professional fees for legal and accounting services.

Archemix anticipates that general and administrative expenses will increase due to increased payroll, expanded infrastructure, increased consulting, legal, accounting and investor relations expenses associated with being a public company. Archemix intends to continue to incur increased internal and external business development costs to support its various product development efforts, which can vary from period to period.

Interest Income

Interest income consists of interest earned on Archemix’s cash and cash equivalents and short-term investments.

Critical Accounting Policies and Estimates

Archemix’s discussion and analysis of its financial condition and results of operations is based on its financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires Archemix to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Note 2 of the notes to Archemix’s financial statements included elsewhere in this joint proxy statement/prospectus includes a summary of Archemix’s significant accounting policies and methods used in the preparation of Archemix’s financial statements. On an ongoing basis, Archemix’s management evaluates its estimates and judgments, including those described in greater detail below. Archemix’s management bases its estimates on historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Archemix’s management believes the following accounting policies and estimates are the most critical to understanding and evaluating Archemix’s financial condition and results of operations.

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Revenue Recognition

Revenues to date have been generated primarily from research and development collaboration agreements, including upfront, nonrefundable license fees, with collaborators and licensees. The timing of revenue that Archemix receives from its research and development agreements generally differs from when revenue is recognized under those agreements. Archemix recognizes revenue in accordance with the SEC’s Staff Accounting Bulletin, or SAB, No. 104, Revenue Recognition in Financial Statements, or SAB 104, and the Emerging Issues Task Force, or EITF, Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, or EITF 00-21. Payments received in advance of a separate earnings process are recorded as deferred revenue.

In accordance with the accounting pronouncements noted above, Archemix recognizes revenue when the following criteria have been met:

•  persuasive evidence of an arrangement exists;

•  delivery has occurred and risk of loss has passed;

•  the seller’s price to the buyer is fixed or determinable; and

•  collectibility is reasonably assured.

In addition, when evaluating multiple element arrangements, Archemix considers whether the components of the arrangement represent separate units of accounting as defined in EITF 00-21. Multiple elements are divided into separate units of accounting if specified criteria are met, including whether the delivered element has stand-alone value to the customer and whether there is objective and reliable evidence of the fair value of the undelivered items. The consideration received is allocated among the separate units based on their respective fair values, and the applicable revenue recognition criteria are applied to each of the separate units.

Archemix receives payments from its collaborators for upfront fees, the reimbursement of research and development efforts and contingent milestone payments for reaching certain development and commercialization milestones. These payments generally are nonrefundable and to date all such payments have been nonrefundable.

Archemix typically receives upfront, nonrefundable payments for the licensing of its intellectual property upon the signing of a research and development agreement. In accordance with SAB 104 and EITF 00-21, Archemix believes that these payments generally are not separable from the payments received for providing research and development services because the license does not have stand-alone value from the research and development services provided under the agreements. Accordingly, Archemix accounts for these elements as one unit of accounting and recognizes upfront, nonrefundable payments as revenue on a straight-line basis over its contractual or estimated performance period, which is typically the research and development term. Revenue from the reimbursement of research and development efforts is recognized as the services are performed in the period to which the service relates. Archemix determines the basis of the estimated performance period based on the contractual requirements of its collaboration agreements. At each reporting period, Archemix evaluates whether events or circumstances warrant a change in the estimated performance period. To date, Archemix has made changes in the estimates of its performance period for its Elan, Nuvelo and OSI Pharmaceuticals, Inc., formerly known as Eyetech Pharmaceuticals, Inc., collaborations.

Archemix’s collaboration agreements also include contingent milestone payments that can be earned upon achieving predefined development or commercialization milestones. For each contingent milestone, Archemix evaluates whether:

•  the milestone payment is nonrefundable;

•  substantive effort is involved in achieving the milestone and both parties are at risk that the milestone will not be achieved; and

•  the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone.

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If the above conditions are met, Archemix will recognize revenue equal to the proportionate amount of the payment that correlates to services that have already been rendered as of the date the milestone is met, with the remaining balance of the milestone payment being deferred and recognized on a straight line basis over the remaining estimated period of performance. Milestone payments that are not considered substantive and/or are not at risk are accounted for as additional license payments and recognized on a straight basis over the remaining performance period. Milestone payments that are refundable are deferred until such time as the amounts are no longer refundable.

With respect to joint development collaborations, in which Archemix and the collaborator share in the development expenses and, in the event of commercialization, would share similarly in the profits or losses of any marketed products, Archemix records payments for joint development expenses from or to the collaborator during the development period on a net basis within research and development expenses in accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent.

For collaborations that are not of a joint development nature, and thus are not a profit sharing arrangement, Archemix records payments from the collaborator during the development period as revenue when earned. Payments received by Archemix from the collaborator in the event of commercialization of the product, such as royalty payments, also would be recorded as revenue when earned. Archemix has not recognized any royalty revenues to date.

Stock-Based Compensation Expense

On January 1, 2006, Archemix adopted Financial Accounting Standards Board, or FASB, Statement of Financial Accounting Standards, or SFAS No. 123(R), Share-Based Payment, or SFAS 123(R), using the modified prospective transition method. SFAS 123(R) revises SFAS No. 123, Accounting for Stock-Based Compensation, or SFAS 123, supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, or APB 25, and amends SFAS No. 95, Statement of Cash Flows. SFAS 123(R) requires companies to expense the fair value of employee stock options and other forms of stock-based compensation. Accordingly, stock-based compensation expense recognized for the years ended December 31, 2007 and 2006 and the nine-month period ended September 30, 2008, includes: (1) compensation cost for all stock-based payments granted prior to but not yet vested as of December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123, and (2) compensation cost for all stock-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). Archemix has elected to use the Black-Scholes option pricing model to determine the fair value of stock options granted, and Archemix recognizes the compensation cost of employee stock-based awards on a straight-line basis over the vesting period of the award.

Prior to January 1, 2006, Archemix accounted for stock-based awards to employees using the intrinsic value method prescribed by APB 25 and related interpretations rather than the alternative fair value method provided for under SFAS 123. Accordingly, when options granted to employees had an exercise price equal to the fair value on the date of grant, no compensation expense was recognized in Archemix’s financial statements, and Archemix disclosed in the notes to its financial statements pro forma disclosures in accordance with SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure (an amendment of SFAS No. 123).

Archemix accounts for stock-based compensation expense for non-employees in accordance with EITF Issue No. 96-18, Accounting for Equity Instruments that Are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, or EITF 96-18. EITF 96-18 requires that companies recognize compensation expense based on the estimated fair value of stock awards granted to non-employees over each award’s vesting period, which is generally the period during which services are rendered by such non-employees. The fair value of unvested non-employee stock awards is re-measured at each reporting period.

Accounting for equity instruments granted or sold by Archemix under APB 25, SFAS 123, SFAS 123(R) and EITF 96-18 requires fair value estimates of the equity instrument granted or sold. Archemix’s determination of the fair value of stock options on the grant date using the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected price volatility of its common stock and the

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expected term of the option or award. Because Archemix has been operating as a private company, it is unable to use actual stock price volatility in its option valuation models. Accordingly, Archemix has based its estimate of volatility on the expected price volatility of comparable public companies. Archemix used the following factors to identify comparable public companies: industry, stage of product candidate development, and existence of collaborative arrangements. Archemix intends to continue to consistently apply this process using the same comparable companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available, or unless circumstances warrant a change in the identified comparable companies. The expected term is based on historical data of option exercises and post-vesting termination behavior. Finally, SFAS 123(R) requires the use of an estimated forfeiture rate when calculating stock-based compensation expense for the period. Archemix has applied a forfeiture rate of 8.0% based on actual forfeiture history. Ultimately, the expense recognized is based on those stock options that vest.

As a result of adopting SFAS 123(R) on January 1, 2006, Archemix’s net loss was $0.6 million and $0.2 million higher for the years ended December 31, 2007 and 2006, respectively, and $0.6 million higher for the nine months ended September 30, 2008, than if Archemix had continued to account for stock-based compensation under APB 25. As of December 31, 2007, the total compensation cost related to unvested awards to employees not yet recognized in the statement of operations was approximately $2.1 million, which will be recognized over a weighted average period of 2.1 years. As of September 30, 2008, the total compensation cost related to unvested awards to employees not yet recognized in the statement of operations was approximately $1.7 million, which will be recognized over a weighted average period of 1.8 years.

Any significant changes in any of Archemix’s judgments, including those used to select the inputs for the Black-Scholes option pricing model, could have a significant impact on the fair value of the equity instruments that is recorded in its financial statements.

Archemix believes that it has historically granted stock options at exercise prices not less than the fair value of its common stock on the date of grant. Archemix’s board of directors determined the fair value of the company’s common stock with input from management. Because Archemix is not profitable and does not have significant revenue, it believes that the most important factor in determining changes in the fair value of its common stock is the stage of, and changes in, its clinical pipeline. In the biotechnology and pharmaceutical industries, the progression of a product candidate from preclinical development into clinical trials and the progression from one phase of clinical trials to the next may increase the enterprise’s fair value. In addition to this factor, Archemix determined the fair value of its common stock based on other objective and subjective factors, including:

•  its knowledge and experience in valuing early-stage life sciences companies;

•  comparative values of public companies, discounted for the risk and limited liquidity provided for in the shares subject to the options it has issued;

•  pricing of private sales of its preferred stock;

•  any perspective provided by any investment banks, including the likelihood of a merger, acquisition or initial public offering;

•  rights and preferences of the security being granted compared to the rights and preferences of its other outstanding equity securities;

•  the effect of events that have occurred between the times of the determination of the fair value of its common stock; and

•  economic trends in the biotechnology and pharmaceutical industries specifically, and general economic trends.

Summary of Fair Value of Archemix’s Common Stock

Beginning in December 31, 2005, Archemix performed contemporaneous valuations of its common stock utilizing valuation methodologies consistent with the American Institute of Certified Public Accountants’

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Technical Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. As discussed more fully below in the section entitled “Contemporaneous Fair Value of Archemix’s Common Stock,” these valuations were performed using the market approach. On July 25, 2007, Archemix filed a Registration Statement on Form S-1 with the Securities and Exchange Commission. Archemix included in the filing and the subsequent amendments the results of all contemporaneous valuations performed between December 31, 2005 and the filing date, as well as all retrospective valuations performed as of significant stock option grant dates in connection with the registration process. The table below summarizes the results of these valuations.

Date of Valuation	Type of Valuation		Fair Value
December 31, 2005		Contemporaneous	$	0.10
December 31, 2006		Contemporaneous	$	0.22
July 2006		Retrospective	$	0.25
November 2006		Retrospective	$	0.39
March 2007		Retrospective	$	0.53
June 30, 2007		Contemporaneous	$	0.64
July 2007		Retrospective	$	0.93
September 2007		Retrospective	$	1.30

On February 6, 2008, Archemix withdrew its Registration Statement on Form S-1 due to unfavorable market conditions. Coincident with the withdrawal, Archemix performed contemporaneous valuations as of December 31, 2007 and February 6, 2008. Also, as discussed more fully below in the section entitled “Contemporaneous Fair Value of Archemix’s Common Stock: December 2007 — September 2008”, these valuations were performed consistent with the Practice Aid using the market approach. The table below summarizes the results of these valuations.

Date of Valuation	Type of Valuation		Fair Value
December 31, 2007		Contemporaneous	$	0.49
February 6, 2008		Contemporaneous	$	0.31

With the withdrawal of its Registration Statement on Form S-1 on February 6, 2008, Archemix began evaluating alternative financing options including a reverse merger transaction. On June 27, 2008, Archemix submitted a non-binding indication of interest to NitroMed. The non-binding indication of interest proposed that Archemix securityholders would own 70% of the combined company on a fully diluted basis and NitroMed securityholders would own 30% of the combined company on a fully diluted basis. On November 18, 2008, the parties entered into a merger agreement reflecting the terms proposed in the non-binding indication of interest. Valuing the two companies solely on the basis of NitroMed’s estimated net cash at closing of $45 million and the 70% to 30% ownership allocation negotiated by the parties, the implied value of the combined company is estimated at approximately $150 million, with Archemix’s implied pre-merger valuation at approximately $105 million. Archemix believes that such implied values corroborated the 2008 contemporaneous valuation results and, consequently, Archemix believes that its estimate of the fair value of its common stock at December 31, 2007 and as of September 2008 appears reasonable based upon an implied pre-merger valuation of approximately of $105 million. The implied value to the common stockholders of Archemix would be approximately $0.42 per share compared to the $0.31 per share determined in February 2008. The increase value per share is attributable to the premium related to being a public company.

Contemporaneous Fair Value of Archemix’s Common Stock

In addition to the factors stated above in the section entitled “Stock-Based Compensation Expense”, Archemix’s board of directors and management considered contemporaneous valuations of the fair value of the company’s common stock. As of December 31, 2005 and 2006, June 30, 2007, December 31, 2007 and February 6, 2008, Archemix performed contemporaneous valuations of its common stock utilizing valuation methodologies consistent with the Practice Aid.

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Consistent with the methods outlined in the Practice Aid, Archemix employed a two step methodology referred to as the market approach to determine the fair value of its common stock. In the first step, Archemix used the guideline public company method to determine the enterprise value of the company. In the second step, Archemix used the probability weighted expected return method to allocate the fair value of its equity between its preferred and common stock. Using the guideline public company method, Archemix selected guideline companies that had product candidates in Phase 1 and/or Phase 2 clinical trials because Archemix was and is at a comparable stage of clinical development and maturity. Archemix did not include any guideline companies that had product candidates in Phase 3 clinical trials or that had marketed products. Archemix considers stage of clinical development to be the most important factor in determining comparable companies because Archemix believes that clinical development risk is the largest business risk facing biotechnology companies without approved products. In addition, because corporate collaborations are a fundamental part of its business strategy, Archemix also considered whether companies had entered into corporate collaborations in determining which companies were comparable to Archemix. Archemix did not consider other financial and non-financial metrics in determining Archemix’s group of guideline companies. Except as noted below, as of each contemporaneous valuation date, Archemix’s group of guideline companies remained the same because each of the comparable companies had product candidates in Phase 1 and/or Phase 2 clinical trials and no product candidates in Phase 3 clinical trials or products on the market. Archemix did remove three companies from its group of guideline companies due to their acquisition by other companies. Archemix did not use any discounts or premiums in determining the enterprise value of the company. In addition, Archemix did not use the cost approach in its analysis, as companies within the biotechnology industry are not asset-intensive and are highly focused on intangible research and development results. Finally, Archemix did not use the income approach in its analysis because Archemix was in preclinical and/or early stage clinical trials and only generating limited revenues and cash flows from its collaboration activities.

In order to allocate the fair value of its equity to Archemix’s common stock, Archemix used the probability weighted expected return method described in the Practice Aid. Under this method, Archemix estimated the fair value of its common stock using a probability weighted analysis of the present value of the returns afforded to its stockholders under each of four possible future scenarios. The share value was then based on the probability weighted present value of expected future investment returns, considering each of these possible outcomes, as well as the rights of each share class. The timing of each of these potential outcomes was based on the plans of Archemix’s board of directors and management. Two of the scenarios assumed a stockholder exit, either through an initial public offering, or IPO, or a sale of the company. The third scenario assumed a liquidation or dissolution of the company at a value that is less than the cumulative amounts invested by Archemix’s preferred stockholders. The fourth scenario assumed that Archemix continues as a going concern for the foreseeable future as a private company. For the IPO and sale scenarios, Archemix calculated the estimated future and present values of its common stock using assumptions including the expected pre-money or sale valuations based on the market approach, the expected dates of the future expected IPO or sale, and an appropriate risk-adjusted discount rate. For the dissolution or liquidation scenario, Archemix calculated the estimated future and present values of its common stock using assumptions including the aggregate enterprise value that could be attained through such a sale, the expected date of the future dissolution and an appropriate risk-adjusted discount rate. For the private company scenario, Archemix calculated the estimated present value of its common stock using assumptions including the estimated total market value of the equity and an appropriate discount rate for the lack of marketability. Finally, the present value calculated for its common stock under each scenario was probability weighted based on its estimate of the relative occurrence of each scenario.

With the withdrawal of its Registration Statement on Form S-1 due to unfavorable market conditions on February 6, 2008, Archemix began evaluating alternative financing options such as reverse merger transaction. In the February 2008 contemporaneous valuation of its common stock, a reverse merger scenario was included when allocating the fair value of its equity to the common stock.

In applying the market approach to estimate the future expected market capitalization of Archemix under the IPO scenario, Archemix used the guideline public company method as described in the Practice Aid. Archemix began by analyzing valuations of initial public offerings of biotechnology companies that had

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occurred since January 1, 2004. Archemix believes that using companies that had completed initial public offerings since 2004 is appropriate because the market for stocks of public biotechnology companies did not change significantly at each of its valuation periods, as reflected by the NASDAQ Biotechnology Index, which reported closing sales prices of approximately 768 on December 31, 2004, 790 on December 31, 2005, 798 on December 31, 2006, 803 on June 30, 2007, 835 on December 31, 2007, and 797 on February 6, 2008. More specifically, Archemix selected guideline companies that had product candidates in Phase 1 and/or Phase 2 clinical trials at the time of their initial public offering. Archemix did not include any guideline companies that had product candidates in Phase 3 clinical trials or that had marketed products. As noted above, Archemix considers stage of clinical development and corporate collaborations to be important factors in determining comparable companies. As of each contemporaneous valuation date, Archemix updated its group of guideline companies to include all initial public offerings of comparable companies through the date of the valuation. Other than expanding the group of guideline companies for recent initial public offerings, the comparable companies, along with the methodology for selection, remained unchanged.

Archemix selected an expected market capitalization based on the mean of the IPO pre-money valuations of this group of comparable companies, since Archemix did not believe that there was one single company in this group that was more representative of its stage of development than the others. Archemix used data generated from SEC filings and investment industry reports to determine the pre-money value of this group of comparable companies. Archemix then applied a risk-adjusted discount rate of 40% for its December 31, 2005 valuation, 45% for its December 31, 2006 valuation, and 35% for its June 30, 2007, December 31, 2007 and February 6, 2008 valuations, based on the estimated timing of a potential IPO of the company and Archemix did not apply a lack of marketability discount. In Archemix’s December 31, 2006 valuation, which was finalized in January 2007, Archemix increased the risk-adjusted discount rate from 40% to 45% based on what Archemix believed to be an increased risk of not successfully completing the Phase 1 clinical trial of ARC1779 due to an allergic-like reaction experienced by a participant in this trial following a rapid bolus administration of ARC1779. In January 2007 Archemix conducted a safety assessment and continued the trial after modifying the method of administration.

The risk-adjusted discount rate was based on the inherent risk of a hypothetical investment in Archemix’s common stock. Archemix determined an appropriate rate of return required by a hypothetical investor using well established venture capital rates of return published in the Practice Aid for firms engaged in early development in anticipation of a later IPO. Archemix selected its discount rate from the high end of the range of venture capital return rates for its stage of clinical development due to the risks associated with the early stage of its preclinical and clinical development activities and the known high failure rate of biotechnology companies. In addition, Archemix believes that its technology and intellectual property position present additional risks different from other early stage biotechnology companies, as noted below and as described in further detail elsewhere in this joint proxy statement/prospectus, including in the “Risks Related to Archemix” section, that justify using the high end of the range of venture capital return rates. Unlike other biotechnology companies that use multiple, more proven technologies for drug development, Archemix is developing product candidates, called aptamers, using a new and unproven technology. Archemix believes that its enterprise value is dependent on demonstrating that these aptamers are viable as drugs. Therefore, Archemix must conduct human clinical trials that generate data demonstrating that its aptamers are safe and efficacious.

In the contemporaneous valuations, the probability weighting of the IPO scenario was 20% for its December 31, 2005 valuation, 25% for its December 31, 2006 valuation, 70% for its June 30, 2007 valuation, 50% for its December 31, 2007 valuation and 20% for its February 6, 2008 valuation. As of June 30, 2007, Archemix assumed a 70% probability for the IPO scenario based on its observation that the filing of a registration statement for an IPO does not guarantee that the offering will be completed. Several factors can cause the withdrawal or postponement of an IPO after the initial filing of a registration statement for the offering, including overall market or industry conditions and developments or changes in a company’s business and prospects. On February 6, 2008 Archemix withdrew its Registration Statement on Form S-1 with the SEC due to unfavorable market conditions.

In applying the market approach in the sale scenario, Archemix analyzed guideline transactions involving comparable biotechnology companies since 2004 that were at a similar stage of development and maturity at

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the time of their sale as Archemix was at the time of its valuations. Archemix believes that using data from the beginning of 2004 is relevant because the market for biotechnology companies did not change significantly at each of its valuation periods, as discussed above. Archemix used data generated from SEC filings and investment industry reports to determine the acquisition value of this group of guideline transactions. Archemix selected its group of guideline companies based on those that had product candidates in Phase 1 and/or Phase 2 clinical trials. Archemix did not include any comparable companies that had product candidates in Phase 3 clinical trials. While Archemix considers stage of clinical development to be the most relevant factor, Archemix also considered whether these companies had entered into corporate collaborations in determining which companies were comparable to them. As of each contemporaneous valuation date, Archemix updated its group of guideline companies to include all sale transactions of comparable companies through the date of the valuation. Other than expanding the group of guideline companies for recent sale transactions, the comparable companies, along with the methodology for selection, remained unchanged.

In applying the market approach in the sale scenario, Archemix assumed a sale of its existing research and intellectual property at a value that would allow its preferred stockholders to realize their liquidation preference. Archemix then applied a risk-adjusted discount rate that was the same as the rate used in the IPO scenario. In the contemporaneous valuations, the probability weighting of the sale scenario was 30% for its December 31, 2005 valuation, 25% for its December 31, 2006 valuation, 0% for its June 30, 2007, 15% for its December 31, 2007 valuation, and 15% for its February 6, 2008 valuation.

In applying the market approach in the merger scenario in the February 2008 valuation, Archemix assumed a merger transaction would allow its preferred stockholders to realize their liquidation preference. Archemix then applied a risk-adjusted discount rate that was the same as the rate used in the IPO and sale scenarios. In the contemporaneous valuations, the probability weighting of the merger scenario was 25% for its February 6, 2008 valuation.

In applying the market approach in the private company scenario, Archemix assumed that it could maintain operations for the foreseeable future based on its ability to fund operations beyond the next 24 months. Archemix estimated its enterprise value by analyzing the enterprise values of the guideline companies. In the contemporaneous valuations, the probability weighting of the private company scenario was 30% for its December 31, 2005 and 2006 valuations, 20% for its June 30, 2007 valuation, and 30% for its December 31, 2007 valuation and 20% for its February 6, 2008 valuation.

In applying the market approach in the dissolution scenario, Archemix assumed a sale of its existing research and intellectual property at a value that would not allow its preferred stockholders to realize their liquidation preference. Archemix then applied a risk-adjusted discount rate which was the same as the rate used in the IPO scenario. In the contemporaneous valuations, the probability weighting of the dissolution scenario was 20% for its December 31, 2005 valuation, 20% for its December 31, 2006 valuation, 10% for its June 30, 2007 valuation and 20% for its December 31, 2007 and February 6, 2008 valuations.

As a result of the contemporaneous valuation analyses, Archemix determined that the resulting fair value of its common stock was $0.10 per share as of December 31, 2005, $0.22 per share as of December 31, 2006, $0.64 per share as of June 30, 2007, $0.49 per share as of December 31, 2007 and $0.31 per share as of February 6, 2008. Archemix conducted contemporaneous valuations as of these five specific dates because they coincided with events that Archemix believed affected the fair value of its equity.

December 31, 2005 Contemporaneous Valuation

In determining that the fair value of its common stock was $0.10 per share as of December 31, 2005, Archemix considered the following factors:

•  In the third quarter of 2005, Archemix stopped Phase 1 clinical trials of ARC183, which at that time was its only proprietary aptamer product candidate in clinical trials, after it determined that the amount of drug substance needed to achieve the desired anticoagulation effect resulted in a sub-optimal dosing profile.

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•  In the fourth quarter of 2005, Archemix elected not to file an IND for a second aptamer product candidate after a third party that was developing a product candidate for the same indication reported that its Phase 3 clinical trial failed to meet its stated endpoints.

•  In the fourth quarter of 2005, Archemix issued additional shares of its redeemable convertible preferred stock to new investors who valued the shares at $1.00 per share, on an as-converted basis, which was the same price as the shares Archemix issued in the initial round of its Series B financing in March 2004.

December 31, 2006 Contemporaneous Valuation

Archemix made no change in the fair value of its common stock from December 31, 2005 until November 2006 because neither Archemix nor any of its collaborators generated any validating clinical data or achieved any significant preclinical or clinical development milestones for any aptamer product candidates. Archemix believed that its entry into collaboration agreements with Elan and Pfizer and an amended and restated collaboration agreement with Nuvelo during 2006 did not, at the time, warrant a change to the fair value of its equity because Archemix did not believe that any of these collaborations would generate validating clinical data within three to five years of signing the agreements. On December 31, 2006, Archemix determined that the fair value of its common stock was $0.22 per share, a 120% increase over the fair value of its common stock as of December 31, 2005. A positive event occurred when Archemix initiated Phase 1 clinical development of ARC1779 in December 2006, which Archemix believed increased the fair value of its equity. Archemix considered the progression of its ARC1779 aptamer product candidate into clinical trials to be the key factor warranting a contemporaneous valuation of the fair value of its equity.

Archemix continued to use the December 31, 2006 contemporaneous valuation of its common stock of $0.22 per share in connection with the issuance of options to purchase 1,169,000 shares of its common stock in March 2007. In determining that the December 31, 2006 valuation was still applicable for the March 2007 grants, Archemix considered the following factors:

•  On January 17, 2007, Archemix signed a corporate research and development collaboration agreement with Merck KGaA. Archemix estimated that Merck KGaA would not generate any validating clinical data within three to five years of signing the agreement and, consequently, Archemix determined that this collaboration did not, at the time, increase the fair value of its equity. Furthermore, the $3.0 million upfront payment Archemix received under this agreement was considered but was determined not to change the fair value of its equity.

•  In January 2007, Archemix incurred a delay in the clinical trial of ARC1779, as discussed above.

June 30, 2007 Contemporaneous Valuation

On June 30, 2007, Archemix determined that the fair value of its common stock was $0.64 per share, a 191% increase over the fair value of its common stock as of December 31, 2006. Archemix made no change in the fair value of its common stock until the second quarter of 2007 because no events occurred during this time period that it believed increased the fair value of its equity. However, as noted below, positive events related to the development of ARC1779 and the sale of its Series C redeemable convertible preferred stock in connection with its strategic collaboration with Merck Serono occurred in the second quarter of 2007, which Archemix believed increased the fair value of its equity. In determining that the fair value of its common stock was $0.64 per share as of June 30, 2007, Archemix considered the following factors:

•  In June 2007, Archemix received the full data set from its Phase 1 clinical trial, which it concluded warranted the advancement of ARC1779 into Phase 2 clinical trials.

•  In June 2007, Archemix signed an expanded corporate research and development agreement with Merck Serono and, as part of this expanded agreement, Merck Serono invested $29.8 million in shares of its Series C redeemable convertible preferred stock.

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•  In June 2007, Archemix initiated the process of an initial public offering and held an organizational meeting with its investment bankers and others, although there were still significant risks that Archemix would not complete its initial public offering.

In its June 30, 2007 contemporaneous valuation, Archemix also considered the corporate research and development collaboration agreement it signed with Takeda. Archemix estimated that Takeda would not generate any validating clinical data within three to five years of signing the agreement and, consequently, it determined that this collaboration did not, at that time, increase the fair value of its equity. Furthermore, the $6.0 million upfront payment Archemix received under this agreement was considered but was determined not to change the fair value of its equity.

Retrospective Fair Value of Archemix’s Common Stock: July 2006 — September 2007

During October 2007, in connection with its anticipated initial public offering, Archemix re-examined the contemporaneous valuations of its common stock that it had completed as of December 31, 2006 and June 30, 2007 because Archemix had commenced the IPO process earlier than management anticipated in its contemporaneous valuations. In connection with this re-examination, Archemix prepared retrospective valuations of the fair value of its common stock as of July 2006, November 2006, March 2007, July 2007 and September 2007 because the anticipated IPO timeline had accelerated.

July 2006 Retrospective Valuation

With the benefit of a retrospective view, Archemix prepared a retrospective valuation of the fair value of its common stock as of July 2006. In preparing this retrospective valuation, Archemix used the market approach described above to determine the fair value of its equity. Consequently, in preparing this retrospective valuation, Archemix used the following probability weighting assumptions: the IPO scenario 45%; the sale scenario 25%; the private company scenario 20%; and the dissolution scenario 10%. Archemix reduced the risk-adjusted discount rate from 45% to 35% based on accelerating its expected IPO date from December 31, 2008 to November 30, 2007, and it did not apply a lack of marketability discount.

As a result of this retrospective valuation, Archemix increased the fair value of its common stock as of July 2006 from $0.10 per share to $0.25 per share.

November 2006 Retrospective Valuation

On November 29, 2006, Archemix granted options to purchase 791,000 shares of its common stock with an exercise price of $0.10 based on the December 31, 2005 valuation discussed above. With the benefit of a retrospective view, Archemix prepared a retrospective valuation of the fair value of its common stock as of November 2006. In early November 2006, Archemix filed an IND with the FDA for ARC1779. Archemix believes that the submission of the IND for ARC1779 increased the fair value of its equity. In preparing this retrospective valuation, Archemix used the following probability weighting assumptions: the IPO scenario 50%; the sale scenario 25%; the private company scenario 20%; and the dissolution scenario 5%. Archemix reduced the risk-adjusted discount rate from 45% to 35% based on accelerating the expected IPO date from December 31, 2008 to November 30, 2007, and it did not apply a lack of marketability discount.

As a result of this retrospective valuation, Archemix increased the fair value of its common stock as of November 2006 from $0.10 per share to $0.39 per share.

March 2007 Retrospective Valuation

On March 8, 2007, Archemix granted options to purchase 1,169,000 shares of its common stock with an exercise price of $0.22 based on the December 31, 2006 contemporaneous valuation discussed above. With the benefit of a retrospective view of the first quarter of 2007, Archemix determined that it would be reasonable to update the assumptions that it made in its contemporaneous December 31, 2006 valuation as of March 2007. In March 2007, Archemix completed a Phase 1 clinical trial of ARC1779 in healthy volunteers. In this trial, each of the dose levels tested was well-tolerated, no serious adverse events were reported and no subject

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was withdrawn due to an adverse event. Archemix believes that these data increased the probability of a stockholder exit. Therefore, in preparing this retrospective valuation, Archemix increased the probability of the sale scenario from 25% to 35%, and it increased the probability of the IPO scenario from 25% to 55%. Given that, as of March 2007, Archemix was evaluating two stockholder exit strategies, Archemix reduced the probabilities associated with remaining as an independent private company and dissolution to 10% and 0%, respectively. Archemix reduced the risk-adjusted discount rate from 45% to 35% based on accelerating the expected IPO date from December 31, 2008 to November 30, 2007.

As a result of this retrospective valuation, Archemix increased the fair value of its common stock as of March 2007 from $0.22 per share to $0.53 per share.

July 2007 Retrospective Valuation

On July 23, 2007, Archemix granted options to purchase 1,948,500 shares of its common stock with an exercise price of $0.64 based on the June 30, 2007 valuation discussed above. With the benefit of a retrospective view, Archemix prepared a retrospective valuation of the fair value of its common stock as of July 2007 and updated the IPO assumptions it made in its June 30, 2007 contemporaneous valuation. In June 2007, Archemix received the full data set from its Phase 1 clinical trial of ARC1779. In addition to the tolerability and absence of serious adverse events observed in March 2007, Archemix believes that the full data set demonstrate the mechanism of action of ARC1779. Based on these data demonstrating mechanism of action, Archemix believes that ARC1779 may be viable in two distinct, commercially attractive indications and it commenced preparations for two Phase 2 clinical trials of ARC1779. In June 2007, Archemix also entered into a collaboration agreement with Merck Serono. Merck Serono invested in $29.8 million of Archemix’s Series C redeemable convertible preferred stock. Finally, in June 2007, Archemix also held an organizational meeting for its IPO with its investment bankers and others, and on July 25, 2007, Archemix made its initial filing of a Registration Statement on Form S-1 for the IPO. As a result of these developments, Archemix increased the probability of the IPO scenario from 70% to 95%. Furthermore, Archemix reduced the risk-adjusted discount rate from 35% to 25% because it believed that it was closer to the expected IPO event.

As a result of this retrospective valuation, Archemix increased the fair value of its common stock as of July 2007 from $0.64 per share to $0.93 per share.

September 2007 Retrospective Valuation

In September 2007, Archemix granted options to purchase 306,900 shares of common stock with an exercise price of $0.64. After considering the factors discussed below, Archemix retrospectively concluded that the fair value of its common stock was equal to the estimated initial public offering price of $1.30 per share (prior to a 1-for-10 reverse stock split).

ARC1779 Clinical Development

Based on the Phase 1 clinical data Archemix received in March and June 2007, particularly, the absence of serious adverse events and its belief that the data demonstrate the mechanism of action of ARC1779, Archemix believed that ARC1779 could be viable in two distinct, commercially attractive indications and it would commence preparations for two Phase 2 clinical trials of ARC1779. Archemix believed that pursuing two distinct indications with the same aptamer product candidate mitigated some of the risks associated with drug development, because if the pursuit of one indication is not successful due to efficacy issues, it would have the ability to continue to pursue the other indication. Archemix did commence a Phase 2a clinical trial of ARC1779 in November 2007 in ACS patients undergoing PCI and a Phase 2 clinical trial in January 2008 in patients suffering from TTP.

Corporate Collaborations

Between December 2006 and June 2007, Archemix entered into collaboration agreements with Pfizer, Merck KGaA and Takeda. In addition, in June 2007 Archemix entered into an agreement with Merck KGaA, acting for its division Merck Serono, for the discovery, development and commercialization of aptamers

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against targets with application in the prevention and treatment of cancer, inflammatory and autoimmune indications. In connection with the agreement, Merck Serono invested $29.8 million in shares of Archemix’s Series C redeemable convertible preferred stock.

Planned Initial Public Offering

In June 2007, Archemix held an organizational meeting for its IPO with its investment bankers and others. On July 25, 2007, Archemix made its initial filing of a Registration Statement on Form S-1 with the Securities and Exchange Commission.

Contemporaneous Fair Value of Archemix’s Common Stock: December 31, 2007 — September 30, 2008

December 31, 2007 Contemporaneous Valuation

On December 31, 2007, Archemix determined that the fair value of its common stock was $0.49 per share, a 23% decrease over the fair value of its common stock as of June 30, 2007 based on the contemporaneous valuation performed as of June 30, 2007. On July 25, 2007, Archemix filed a Registration Statement on Form S-1 with the Securities and Exchange Commission. The intent was to issue shares to the general public and raise funds as part of an IPO. In November 2007, due to unfavorable market conditions, Archemix decided to postpone any marketing activities and revisit the prospects of a public offering in the first quarter of 2008. The unfavorable market conditions resulting in the uncertainty regarding the possibility of the public offering not occurring was determined to be the key factor in warranting a contemporaneous valuation of the fair value of Archemix’s equity. The decrease in fair value of Archemix’s common stock was primarily attributable to a decrease in the probability weighting of the IPO scenario from 70% to 50%. This decreased probability assumption was caused by the previously mentioned unfavorable market conditions.

February 6, 2008 Contemporaneous Valuation

On February 6, 2008, Archemix determined that the fair value of its common stock was $0.31 per share, a 37% decrease over the fair value of its common stock as of December 31, 2007. As noted below, less than favorable events related to the development of ARC1779, as well as continued unfavorable public market conditions occurring during early 2008, led Archemix to believe that the fair value of its equity had further decreased. In determining that the fair value of its common stock was $0.31 per share as of February 6, 2008, Archemix considered the following factors:

•  On February 6, 2008, Archemix voluntarily withdrew its Registration Statement on Form S-1 with the Securities and Exchange Commission due to continuing unfavorable market conditions. This voluntary withdrawal, as well as the current market environment for IPOs, resulted in Archemix decreasing the probability weighting of the IPO scenario from 50% to 20%.

•  Archemix was investigating ARC1779 for the treatment of patients with acute coronary syndrome undergoing percutaneous coronary intervention, or PCI. Archemix commenced a Phase 2a clinical trial of ARC1779 in this patient population in December 2007. The planned enrollment for this clinical trial was 300 patients, but Archemix prematurely terminated the trial after only 20 patients were enrolled. The premature termination was necessitated by the occurrence of the serious adverse reaction in the simultaneously conducted Phase 2a clinical trial in patients with thrombotic thrombocytopenic purpora, or TTP. In response to this reaction and in order to lower the risk of such reactions in the future, Archemix slowed the rate of administration of ARC1779 in a manner that made it impractical to use ARC1779 in the emergent care setting of PCI for acute coronary syndrome. Patients with TTP, however, are already in the hospital and thus, a slower rate of administration is not problematic for this patient population. This event limited Archemix’s clinical development of ARC1779 to one indication and increased its risks associated with development.

Archemix made no change in the fair value of its common stock from February 2008 until September 2008 because neither Archemix nor any of its collaborators generated any material positive or negative clinical data or achieved any significant preclinical or clinical development milestones for any aptamer product

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candidates. Therefore stock options granted in May 2008 and July of 2008 were granted with an exercise price of $0.31.

Fair Value of Archemix Common Stock Compared to Its Implied Pre-Merger Value

Archemix valued itself and NitroMed solely on the basis of NitroMed’s estimated net cash at closing of the merger of $45 million and the 70% to 30% ownership allocation proposed by the parties. The implied value of the combined company is estimated at approximately $150 million, with Archemix’s implied pre-merger valuation at approximately $105 million. In addition, the exchange ratios used to convert the outstanding Archemix equity into shares of NitroMed common stock will be greater for the Series A and Series B preferred stock to reflect the allocation of an aggregate of approximately $43.1 million in accrued dividends payable with respect to the Series A and Series B preferred stock. The exchange ratios used in the merger allocate these accrued dividends to the Series A and B preferred stock and then allocate the remaining portion of the merger consideration to all equity holders on a pro rata basis.

Archemix reassessed the enterprise value and the fair value of its underlying equity securities as of December 31, 2007 and the nine months ended September 30, 2008 in relation to the implied pre-merger valuation. Archemix found that such implied values corroborated the 2008 contemporaneous valuation results and, consequently, Archemix believes that its estimate of the fair value of its common stock at December 31, 2007 and as of September 2008 appears reasonable based upon an implied pre-merger valuation of approximately of $105 million based on its planned merger with NitroMed. The implied value to the common stockholders of Archemix would be approximately $0.42 per share compared to the $0.31 per share determined in February 2008. The increase in the implied value per share is attributable to the premium related to expectation of being a public company with a listing on The NASDAQ Global Market following the merger.

Fair Value of Option Grants

The following table summarizes options issued to purchase shares of Archemix’s common stock from January 1, 2007, through the date of this joint proxy statement/prospectus:

Grant Date	Options Granted		Exercise Price			Fair Value			Intrinsic Value
March 2007		1,169,000	$	0.22		$	0.53	(1)	$	0.31
July 2007		1,948,500	$	0.64	(2)	$	0.93	(1)	$	0.29
September 2007		306,900	$	0.64	(2)	$	1.30	(1)	$	0.66
May 2008		1,465,050	$	0.31		$	0.31			—
July 2008		830,300	$	0.31		$	0.31			—

The aggregate intrinsic value on the date of grant of options granted included in the above table is approximately $1.1 million.

(1)	Retrospectively determined fair value.
(2)	In May 2008, Archemix amended stock options granted in July 2007 and September 2007 with an exercise price of $0.64 to reduce the exercise price of the stock options to $0.31.

Results of Operations

Comparison of Nine Months Ended September 30, 2008 and 2007

Revenue.  Revenue increased by $9.0 million to $20.7 million for the nine months ended September 30, 2008, from $11.8 million for the nine months ended September 30, 2007. Archemix derived this revenue from non-refundable upfront and non-refundable contingent milestone payments, which are generally recognized ratably over the estimated performance period of significant involvement, and the reimbursement of research

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and development efforts as the services are performed. The increase in revenue is primarily attributable to the following:

•  Archemix executed new collaboration agreements with Merck Serono, Takeda and Ribomic, resulting in additional revenue of $7.5 million, or approximately 83% of the increase in total revenues for the nine months ended September 30, 2008.

•  As a result of the termination of the Elan collaboration agreement in April 2008, Archemix recognized the remaining deferred revenue related to the upfront payment of $2.3 million. In addition, Archemix is no longer eligible to receive payments for future research funding or development milestone payments under this collaboration.

•  In February 2008, Archemix received a $1.0 million milestone payment from Nuvelo. The milestone payment was triggered by Nuvelo’s enrollment of the first volunteer in a Phase 1 study of NU172, a thrombin-inhibiting aptamer. Archemix is recognizing revenue from this milestone payment based on the proportionate amount that correlates to services that have already been rendered, with the remaining balance of the milestone payment being deferred and recognized on a straight-line basis over the remaining estimated period of performance. During the nine months ended September 30, 2008, Archemix recognized $0.7 million of revenue related to the milestone payment.

For the nine months ended September 30, 2008 and 2007, revenues by collaborator were as follows:

					Increase/
	Nine Months Ended September 30,				(Decrease)
	2008		2007		$			%
	(In thousands)
Collaborator:
Elan	$	5,300	$	4,450	$	850			19	%
Merck Serono		4,484		2,014		2,470			123	%
Nuvelo		3,552		2,830		722			26	%
Ribomic		3,000		—		3,000			—
Takeda		2,711		730		1,981			271	%
Ophthotech		900		1,000		(100	)		(10	)%
Pfizer		750		750		—			—
Other		44		—		44			—
Total	$	20,741	$	11,774	$	8,967			76	%

Research and Development Expenses.  Research and development expenses increased by $3.9 million to $24.7 million for the nine months ended September 30, 2008, from $20.8 million for the nine months ended September 30, 2007, an increase of 19%. The increase in research and development expenses was primarily attributable to $3.0 million of additional personnel costs related to additional hiring and increased research materials related to Archemix’s expanding research efforts. In addition, approximately $0.8 million of the increase was the result of external manufacturing and pre-clinical study costs associated with Archemix’s pre-clinical product candidate, ARC5692.

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Research and development expenses for the nine months ended September 30, 2008 and 2007 were comprised of the following:

					Increase/
	Nine Months Ended September 30,				(Decrease)
	2008		2007		$			%
	(In thousands)
Compensation and related expenses	$	6,454	$	5,124	$	1,330			26	%
External services		8,783		7,809		974			12	%
Research materials and related expenses		4,534		2,873		1,661			58	%
Facilities related expenses		3,677		3,715		(38	)		(1	)%
Other		1,267		1,278		(11	)		(1	)%
Total	$	24,715	$	20,799	$	3,916			19	%

General and Administrative Expenses.  General and administrative expenses increased by $0.7 million to $7.6 million for the nine months ended September 30, 2008, from $6.9 million for the nine months ended September 30, 2007, an increase of 11%. The increase in general and administrative expenses was primarily attributable to increased professional service fees of $0.4 million along with increased stock-based compensation expense of $0.2 million and salaries of $0.1 million.

Interest Income.  Interest income decreased by $0.7 million to $1.1 million for the nine months ended September 30, 2008, from $1.8 million for the nine months ended September 30, 2007, a decrease of 38%. The decrease in interest income was due to a decrease in the average funds balances available for investment and a decrease in interest rates earned on investments.

Comparison of Years Ended December 31, 2007 and 2006

Revenue.  Revenue increased by $11.0 million to $17.4 million in 2007, from $6.4 million in 2006, an increase of 171%. Archemix derived this revenue from upfront, non-refundable payments, which are recognized ratably over the estimated performance period of significant involvement, and the reimbursement of research and development efforts as the services are performed. The increase in revenue was due to Archemix’s execution of new collaboration agreements with Elan, Pfizer, Merck Serono, Takeda, Ophthotech and Ribomic, under which Archemix recognized additional revenue of $10.3 million, or approximately 77% of total revenues in 2007. The remaining 23% of the total revenue in 2007 includes additional revenues Archemix recognized related to its amended and expanded Nuvelo collaboration which Archemix signed in July 2006. Under this agreement Archemix received an upfront non-refundable fee of $4.0 million, which Archemix is recognizing on a straight-line basis over the estimated performance period. In addition, Archemix is receiving payments for the reimbursement of research and development services. Under the original joint development agreement, Archemix had been recording the partial reimbursement of ARC183 development expenses and efforts to develop a second generation molecule as a reduction to research and development expenses.

Offsetting these revenue increases was the termination of the research portion of Archemix’s Eyetech collaboration. Archemix did not record any revenue related to the Eyetech collaboration during 2007. When Archemix terminated the research portion of the agreement in the second quarter of 2006, Archemix recognized the remaining deferred revenue related to the upfront payment and the payments for research funding ceased. Archemix is still eligible to receive development milestone payments under the collaboration if the specified milestones are achieved.

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For the years ended December 31, 2007 and 2006, revenues by collaborator were as follows:

					Increase/
	Year Ended December 31,				(Decrease)
	2007		2006		$			%
	(In thousands)
Collaborator:
Elan	$	5,933	$	2,967	$	2,966			100	%
Nuvelo		3,923		1,846		2,077			113	%
Pfizer		1,000		—		1,000			—
Merck Serono		2,740		—		2,740			—
Takeda		1,522		—		1,522			—
Ophthotech		1,000		—		1,000			—
Ribomic		1,250		150		1,100			733	%
Eyetech		—		1,445		(1,445	)		(100	)%
Total	$	17,368	$	6,408	$	10,960			171	%

Research and Development Expenses.  Research and development expenses increased by $12.2 million to $29.2 million in 2007, from $17.0 million in 2006, an increase of 72%. The increase in research and development expenses was primarily attributable to $10.5 million of external manufacturing, toxicology and clinical development costs associated with the clinical development of Archemix’s lead aptamer product candidate, ARC1779. In addition, approximately $4.8 million of the increase was the result of:

•  additional personnel costs related to additional hiring and annual compensation increases;

•  increased research materials related to Archemix’s expanding research efforts; and

•  additional facility costs related to the leasing of an additional 34,000 square feet of operating space within Archemix’s current location.

Research and development expenses for the years ended December 31, 2007 and 2006 were comprised of the following:

					Increase/
	Year Ended December 31,				(Decrease)
	2007		2006		$		%
	(In thousands)
Compensation and related expenses	$	7,272	$	5,895	$	1,377		23	%
External services		10,851		4,059		6,792		167	%
Research materials and related expenses		4,315		2,419		1,896		78	%
Facilities related expenses		5,118		3,543		1,575		44	%
Other		1,615		1,049		566		54	%
Total	$	29,171	$	16,965	$	12,206		72	%

General and Administrative Expenses.  General and administrative expenses increased by $3.5 million to $11.1 million in 2007, from $7.6 million in 2006, an increase of 46%. The increase in general and administrative expenses was primarily attributable to $1.8 million of professional services incurred in connection with Archemix’s withdrawn Registration Statement on Form S-1, along with increased salaries of $0.3 million, facility costs of $0.2 million, external legal and consulting costs of $0.6 million primarily incurred in conjunction with maintaining Archemix’s patent estate, and stock-based compensation expense of $0.2 million.

Interest Income.  Interest income increased by $0.7 million to $2.5 million in 2007, from $1.8 million in 2006, an increase of 43%. The increase in interest income was due to an increase in the average fund balances available for investment and an increase in interest rates earned on investments.

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Comparison of Years Ended December 31, 2006 and 2005

Revenue.  Revenue increased by $4.0 million to $6.4 million in 2006 from $2.4 million in 2005, an increase of 63%. The increase in revenue was due to the execution of a new collaboration agreement with Elan along with the amendment and expansion of Archemix’s existing collaboration agreement with Nuvelo. These transactions resulted in an increase in revenue of $4.2 million and approximated 75% of total revenues in 2006. In addition, in May 2006, Archemix terminated the research portion of its collaboration agreement with OSI Pharmaceuticals, Inc., formerly known as Eyetech Pharmaceuticals, Inc. This termination resulted in the recognition of the remaining deferred upfront payment of $1.0 million and Archemix is no longer receiving payments for the reimbursement of research and development services.

For the years ended December 31, 2006 and 2005, revenues by collaborator were as follows:

					Increase/
	Year Ended December 31,				(Decrease)
	2006		2005		$			%
	(In thousands)
Collaborator:
Elan	$	2,967	$	—	$	2,967			—
Nuvelo		1,846		656		1,190			181	%
Eyetech		1,445		1,742		(297	)		(17	)%
Ribomic		150		—		150			—
Total	$	6,408	$	2,398	$	4,010			167	%

Research and Development Expenses.  Research and development expenses decreased by $0.1 million to $17.0 million in 2006 from $17.1 million in 2005, a decrease of 1%. The decrease in research and development expenses was primarily attributable to a $2.5 million reduction in external services related to its ARC1905 and ARC183 programs. The decrease in external services is primarily attributable to the following:

•  During 2005, Archemix incurred approximately $3.6 million of external IND-enabling preclinical studies and manufacturing activities for its ARC1905 program. ARC1905 was initially being developed for an acute cardiovascular indication, but Archemix ceased pursuing that indication. As a result, costs for external services related to ARC1905 development decreased approximately $3.4 million for the year ended December 31, 2006.

•  During 2005, Archemix incurred approximately $1.5 million of net external expenses related to preclinical toxicology and safety studies, Phase 1 clinical trial costs and manufacturing activities for its ARC183 co-development program with Nuvelo. After the completion of the Phase 1 clinical trials, Archemix and Nuvelo decided not to pursue the development of ARC183 and agreed to develop an optimized second generation molecule, resulting in a $1.1 million reduction in external services for the year ended December 31, 2006.

Offsetting these reductions in external services related to Archemix’s ARC1905 and ARC183 programs was approximately $2.8 million of external services incurred related to IND-enabling studies and manufacturing activities to support the initiation of Phase 1 clinical trials of ARC1779. The reduction in external services was also partially offset by approximately $2.1 million of additional internal research and development expenses related to the following:

•  relocating to Archemix’s new expanded facility in January 2006, which provided an additional 37% of operating space;

•  increased costs for research materials related to Archemix’s expanded research efforts; and

•  personnel costs related to additional hires and annual compensation increases.

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Research and development expenses for the years ended December 31, 2006 and 2005 were comprised of the following:

					Increase/
	Year Ended December 31,				(Decrease)
	2006		2005		$			%
	(In thousands)
Compensation and related expenses	$	5,895	$	5,375	$	520			10	%
External services		4,059		6,530		(2,471	)		(38	)%
Research materials and related expenses		2,419		1,815		604			33	%
Facilities related expenses		3,543		2,604		939			36	%
Other		1,049		737		312			42	%
Total	$	16,965	$	17,061	$	(96	)		(1	)%

General and Administrative Expenses.  General and administrative expenses increased by $1.4 million to $7.6 million in 2006 from $6.2 million in 2005, an increase of 23%. The increase in general and administrative expenses was primarily attributable to increased personnel related costs of $0.6 million, facility costs of $0.4 million, external legal costs of $0.3 million, incurred in conjunction with the completion of multiple collaborative agreements, and stock-based compensation expense of $0.1 million related to the adoption of SFAS 123(R).

Interest Income.  Interest income increased by $0.9 million to $1.8 million in 2006, from $0.9 million in 2005, an increase of 94%, due to an increase in the average invested fund balance and an increase in interest rates earned on investments.

Liquidity and Capital Resources

Sources of Liquidity

Since inception, Archemix has financed operations through the private placement of equity and the entry into strategic collaborative and licensing agreements. As of September 30, 2008, Archemix has received net proceeds of $136.0 million from the issuance of equity securities, primarily redeemable convertible preferred stock. As of September 30, 2008, Archemix has received approximately $60.7 million from its collaborators for licenses, the reimbursement of research and development services and the achievement of development milestones, which have been or will be recognized as revenue in its financial statements. At September 30, 2008, Archemix had $37.7 million in cash, cash equivalents and marketable securities. Archemix holds its cash and investment balances in a variety of interest-bearing instruments, including obligations of United States government agencies and money market accounts. Archemix invests cash in excess of its immediate requirements with regard to liquidity and capital preservation. Wherever possible, Archemix seeks to minimize the potential effects of concentration and degrees of risk.

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Cash Flows

The following table provides information regarding Archemix’s cash flows and its capital expenditures for the years ended December 31, 2007, 2006 and 2005, and the nine months ended September 30, 2008.

										Nine Months
										Ended
	Year Ended December 31,									September 30,
	2007			2006			2005			2008
	(In thousands)
Cash provided by (used in):
Operating activities	$	(7,962	)	$	(5,833	)	$	(18,893	)	$	(17,203	)
Investing activities		(17,613	)		(11,043	)		(13,211	)		10,588
Financing activities		29,967			611			19,608			366
Capital expenditures (included in investing activities above)		(2,326	)		(891	)		(579	)		(1,015	)

Archemix’s operating activities used cash of $18.9 million for the year ended December 31, 2005, $5.8 million for the year ended December 31, 2006, $8.0 million for the year ended December 31, 2007 and $17.2 million for the nine months ended September 30, 2008. The use of cash in all periods primarily resulted from Archemix’s net losses and changes in its working capital accounts. Significant changes within Archemix’s working capital accounts were primarily attributed to the timing of cash inflow from collaborations and other strategic arrangements. The increase in cash used in operations in 2007 and 2008 was due primarily to an increase in clinical development activities related to Archemix’s ARC1779 program.

Archemix’s investing activities used cash of $13.2 million for the year ended December 31, 2005, $11.0 million for the year ended December 31, 2006, $17.6 million for the year ended December 31, 2007 and provided cash of $10.6 million for the nine months ended September 30, 2008. The use of cash from investing activities in 2007, 2006 and 2005, as well as the cash provided by investing activities for the nine months ended September 30, 2008, is primarily a result of net purchases and maturities of investment grade securities. During 2008, Archemix intends to increase capital expenditures up to approximately $1.5 million for equipment used in its research efforts.

Archemix’s financing activities provided $19.6 million for the year ended December 31, 2005, $0.6 million for the year ended December 31, 2006, $30.0 million for the year ended December 31, 2007, and $0.4 million for the nine months ended September 30, 2008. The primary source of cash inflows from financing activities during 2005 and 2006 related to the sale and issuance of 20.5 million shares of Series B redeemable convertible preferred stock in December 2005, resulting in net proceeds of $20.5 million. During June 2007, in connection with the execution of a second collaboration agreement with Merck Serono, Archemix sold 14.9 million shares of its Series C redeemable convertible preferred stock for net proceeds of $29.8 million.

In April 2005, Archemix entered into a one year loan and security agreement with Silicon Valley Bank, or SVB. The agreement provided for SVB to issue a letter of credit, which is secured by the line of credit, to Archemix’s landlord on its behalf. In December 2006, Archemix and SVB amended the agreement, under which maximum borrowings were increased to $8.2 million. In 2008, Archemix renewed the amended loan and security agreement for an additional year. The agreement is secured by all of Archemix’s assets, excluding intellectual property. Maximum borrowings are reduced by the amount of outstanding letters of credit. Borrowings bear interest at SVB’s prime rate plus 0.5%. The agreement contains financial and other covenants requiring Archemix to, among other things, maintain a ratio of unrestricted cash and accounts receivable to liabilities of at least 3-to-1 and maintain primary checking and operating accounts and $15.0 million of unrestricted cash with SVB. As of December 31, 2007 and 2006, the related outstanding letter of credit was $8.2 million. There were no outstanding borrowings as of December 31, 2007 and September 30, 2008, and Archemix was in compliance with all covenants as of those dates. In the event that Archemix does not comply with covenants or provisions within the loan and security agreement, SVB’s remedies include: (1) declaring all obligations immediately due and payable, which could include requiring Archemix to collateralize the outstanding letter of credit with cash; (2) ceasing to advance money or extend credit; (3) applying to the

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obligations any balances and deposits held by Archemix or the bank; or (4) putting a hold on any account maintained with the bank. The amended loan and security agreement expires in April 2009.

Contractual Obligations

The following table summarizes Archemix’s contractual obligations as of December 31, 2007 and the effects such obligations are expected to have on its liquidity and cash flows in future periods.

	Payments Due by Period
					2009		2011
					through		through		After
	Total		2008		2010		2012		2012
	(In thousands)
Operating lease obligations(1)	$	24,415	$	2,900	$	6,070	$	6,138	$	9,307
Total contractual cash obligations	$	24,415	$	2,900	$	6,070	$	6,138	$	9,307

(1) The operating lease obligations will be offset by sublease income of an aggregate of approximately $4.0 million that Archemix expects to receive in equal monthly installments through 2011.

During the nine months ended September 30, 2008, Archemix entered into agreements with third-party manufacturing and contract research organizations totaling approximately $4.8 million. These obligations will be paid during 2008 and 2009 and are not included in the above table.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued EITF Issue 07-1, Accounting for Collaborative Arrangements, or EITF 07-1. EITF 07-1 requires collaborators to present the results of activities for which they act as the principal on a gross basis and report any payments received from (made to) other collaborators based on other applicable GAAP or, in the absence of other applicable GAAP, based on analogy to authoritative accounting literature or a reasonable, rational, and consistently applied accounting policy election. Further, EITF 07-1 clarified the determination of whether transactions within a collaborative arrangement are part of a vendor-customer (or analogous) relationship subject to EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products). EITF 07-1 is effective for Archemix beginning on January 1, 2009. Archemix is currently evaluating the impact of adopting EITF 07-1 on its results of operations and financial position.

In December 2007, SFAS No. 141(R), Business Combinations, or SFAS 141(R), was issued. SFAS 141(R) will require companies to measure all assets acquired and liabilities assumed, including contingent considerations and all contractual contingencies, at fair value as of the acquisition date. In addition, companies will not recognize in-process research and development costs but instead will capitalize it as an intangible asset. SFAS 141(R) is effective for transactions occurring on or after January 1, 2009. Archemix does not expect the adoption of this pronouncement to have an impact on its financial condition, results of operations or cash flows.

In December 2007, SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51, or SFAS 160 was issued. SFAS 160 changes the accounting for and reporting of noncontrolling interests (formerly known as minority interests) in consolidated financial statements. SFAS 160 is effective January 1, 2009. When implemented, prior periods will be recast for the changes required by SFAS No. 160. Archemix does not expect the adoption of this pronouncement to have an impact on its financial condition, results of operations or cash flows.

On March 19, 2008, SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities, was issued, or SFAS 161. SFAS 161 enhances the disclosure requirements for derivative instruments and hedging activities. SFAS 161 is effective January 1, 2009. Since SFAS 161 requires only additional disclosures concerning derivatives and hedging activities, Archemix does not expect that adoption of SFAS 161 will affect Archemix’s financial condition, results of operations or cash flows given that Archemix has not engaged in derivative or hedging activities.

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Off-Balance Sheet Arrangements

Since inception, Archemix has not engaged in any off-balance sheet activities, including the use of structured finance, special purpose entities or variable interest entities.

Tax Loss Carryforwards

Archemix had net operating loss carryforwards available to offset future federal and state taxable income of $65.8 million and $59.1 million, respectively, as of December 31, 2007, as well as federal and state research and development tax credit carryforwards of $2.7 million and $1.0 million, respectively. The net operating loss and credit carryforwards expire at various dates through 2027. Under the provisions of the Internal Revenue Code, specified substantial changes in Archemix’s ownership may result in a limitation on the amount of net operating loss carryforwards and research and development carryforwards which could be utilized annually to offset future taxable income and taxes payable.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
ARCHEMIX’S MARKET RISK

Archemix is exposed to market risk related to changes in interest rates. Archemix’s current investment policy is to maintain an investment portfolio consisting mainly of United States money market and high-grade corporate debt securities, directly or through managed funds, with maturities of two years or less with the primary objective of preservation of principal and minimal risk. Archemix’s cash is deposited in and invested through two major financial institutions in North America. Archemix’s marketable securities are subject to interest rate risk and will fall in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 10% from levels at September 30, 2008, Archemix’s management estimates that the fair value of its investment portfolio would decline by an immaterial amount. While Archemix’s cash and investment balances will increase upon completion of the merger, it will have the ability to hold its fixed income investments until maturity, and therefore Archemix’s management would not expect Archemix’s operating results or cash flows to be affected to any significant degree by the effect of a change in market interest rates on its investments.

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MANAGEMENT FOLLOWING THE MERGER

Executive Officers and Directors of the Combined Company Following the Merger

Executive Officers of the Combined Company

Following the merger, the management team of the combined company is expected to be comprised of Mr. Kenneth Bate, the sole executive officer of NitroMed, and Mr. Gregg Beloff, Dr. Page Bouchard, Dr. James Gilbert and Mr. Duncan Higgons of Archemix. Pursuant to the merger agreement, Errol De Souza, Ph.D., will resign as Archemix’s President and Chief Executive Officer immediately prior to the completion of the merger.

Board of Directors of the Combined Company

Following the merger, the board of directors of the combined company will be comprised of eight members, including five members of the current Archemix board of directors, Alex Barkas Ph.D., Peter Barrett, Ph.D., Errol De Souza, Ph.D., John Maraganore, Ph.D., and Michael Ross, Ph.D., and three members of the current NitroMed board of directors, Kenneth Bate, Mark Leschly, and Davey Scoon, C.P.A. Pursuant to the merger agreement, Lawrence Best, Corey Mulloy, and Robert Stein, M.D., Ph.D., currently members of the Archemix board of directors, will resign immediately prior to the completion of the merger. Pursuant to the merger agreement, Robert Cohen, Frank Douglas, M.D., Ph.D., Zola Horovitz, Ph.D., Argeris Karabelas, Ph.D., John Littlechild, Joseph Loscalzo, M.D., Ph.D., and Christopher Sobecki, currently members of the NitroMed board of directors, will resign immediately prior to the completion of the merger.

The following table lists the names and ages as of December 1, 2008 and positions of the individuals who are expected to serve as executive officers and directors of the combined company upon completion of the merger:

Name	Age		Title
Kenneth Bate		58	President, Chief Executive Officer and Director
Gregg Beloff		40	Vice President, Chief Financial Officer
Page Bouchard, D.V.M.		46	Senior Vice President, Discovery and Preclinical Development
James Gilbert, M.D.		55	Senior Vice President, Chief Medical Officer
Duncan Higgons		53	Executive Vice President, Business Operations
Alex Barkas, Ph.D.		61	Director
Peter Barrett, Ph.D.		56	Director
Errol De Souza, Ph.D.		55	Director
Mark Leschly		40	Director
John Maraganore, Ph.D.		46	Director
Michael Ross, Ph.D.		59	Director
Davey Scoon, C.P.A.		62	Director

Executive Officers

Kenneth Bate.  Mr. Bate has served as a member of NitroMed’s board of directors and as NitroMed’s President and Chief Executive Officer since January 2007. Since April 2008, Mr. Bate has also served as NitroMed’s Interim Chief Financial Officer. From March 2006 to January 2007, Mr. Bate served as NitroMed’s Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary. From January 2005 to March 2006, Mr. Bate was employed at JSB Partners, a firm which Mr. Bate co-founded that provides banking and advisory services to biopharmaceutical companies. From December 2002 to January 2005, Mr. Bate held the positions of Executive Vice President, Head of Commercial Operations and Chief Financial Officer at Millennium Pharmaceuticals, Inc., a life sciences company. From 1999 to 2002, Mr. Bate served as a partner at JSB Partners. From 1997 to 1999, Mr. Bate served as Senior Managing Director and Chief Executive Officer of MPM Capital, which provides banking and advisory services to biopharmaceutical companies. From 1990 to 1996, Mr. Bate served in the positions of Vice President and Chief Financial Officer and Vice President,

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Marketing and Sales, at Biogen Idec Inc., a pharmaceutical company. Mr. Bate serves as a director of Cubist Pharmaceuticals, Inc. Mr. Bate also serves as a director of AVEO Pharmaceuticals, Inc., a privately held company. Mr. Bate received his B.A. degree in chemistry from Williams College, and earned his M.B.A. from the Wharton School of the University of Pennsylvania.

Gregg Beloff.  Mr. Beloff joined Archemix in December 2003 as Vice President and Chief Financial Officer. From March 2001 to December 2003, he served as Chief Financial Officer of ImmunoGen, Inc., a biotechnology company. Prior to ImmunoGen, Mr. Beloff worked as an investment banker serving as a Vice President in Healthcare Investment Banking at Adams, Harkness & Hill, Inc. from September 1998 through March 2001. Mr. Beloff practiced corporate law in Boston at the law firm of Gaffin & Krattenmaker, P.C. from September 1993 to September 1996. He received a bachelor’s degree from Middlebury College, a J.D. from the University of Pittsburgh School of Law and an M.B.A. from Carnegie Mellon University.

Page Bouchard, D.V.M.  Dr. Bouchard joined Archemix in November 2004 as Senior Vice President, Preclinical Drug Discovery and Development and was promoted in June 2006 to his present position. From August 2001 through October 2004, he was Vice President of Drug Safety Evaluation at Millennium Pharmaceuticals, Inc., where he led the preclinical drug safety and pathology organization, leading development projects to critical clinical and regulatory milestones. Before joining Millennium, Dr. Bouchard was Assistant Vice President of Pathology and Investigative Toxicology at Wyeth-Ayerst (formerly Genetics Institute), and prior to that a research pathologist in Product Safety Evaluations at G.D. Searle & Company. Dr. Bouchard received a bachelor’s degree from Wesleyan University and a D.V.M. from Tufts University Veterinary School. He trained in veterinary pathology at Cornell Veterinary School and is certified in veterinary pathology by the Board of American College of Veterinary Pathologists.

James Gilbert, M.D.  Dr. Gilbert joined Archemix in September 2006 as Senior Vice President, Chief Medical Officer. Prior to Archemix, Dr. Gilbert was the Vice President of Clinical Development, Cardiovascular/Inflammation at Millennium Pharmaceuticals, Inc. from November 2003 to September 2006. Prior to Millennium, Dr. Gilbert worked at Boehringer Ingelheim Pharmaceuticals Inc. from January 1997 to November 2003, where he was International Therapeutic Area Head, Cardiovascular/Metabolic. He began his career with Bayer Corp., where he served as the Deputy Medical Director of the Cardiovascular and Pulmonary Division. Before joining the pharmaceutical industry, Dr. Gilbert held positions as an instructor in the Departments of Medicine and Pharmacology at the University of Connecticut School of Medicine and as a staff physician at St. Mary’s Hospital in Waterbury, Connecticut. He received an M.D. from the University of Connecticut School of Medicine and a bachelor’s degree from Yale University in molecular biophysics and biochemistry.

Duncan Higgons.  Mr. Higgons joined Archemix in February 2006 as Executive Vice President, Business Operations. From January 2003 through November 2005, he served as Chief Commercial Officer for TransForm Pharmaceuticals, Inc., a privately-held biotechnology company. From 1994 to 2002, he worked at Alkermes, Inc., a biotechnology company, where his final position was Senior Vice President, Business Development and Marketing. Prior to Alkermes, he held senior management positions at Eli Lilly and Co. and Baxter International, Inc. Mr. Higgons is a graduate of King’s College, University of London and received a M.Sc. (Econ) from London Business School, where he was selected by the faculty for an exchange scholarship to The Wharton School of the University of Pennsylvania.

Directors

Alex Barkas, Ph.D.  Dr. Barkas joined the Archemix board of directors in March 2001. Dr. Barkas is a Managing Director of Prospect Venture Partners, a venture capital firm. Prior to co-founding Prospect Venture Partners I, II and III, he was a partner at Kleiner Perkins Caufield & Byers from 1991 to 1997, where he focused on health care product company investments. Prior to Kleiner Perkins, Dr. Barkas was a founder and CEO of BioBridge Associates, a health care industry consulting firm. Dr. Barkas is currently Chairman of the Board of Geron Corporation, and serves on the board of directors of Amicus Therapeutics, Inc., both of which are publicly-traded companies, and serves on the board of directors of several private companies. Dr. Barkas received a Ph.D. in biology from New York University and a B.A. in Biology from Brandeis University, where he currently is Chairman of the University Science Advisory Council and serves on the Board of Trustees.

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Peter Barrett, Ph.D.  Dr. Barrett joined the Archemix board of directors in March 2002. Dr. Barrett is a partner at Atlas Venture, a venture capital firm. Dr. Barrett joined Atlas Venture in 2002. Previously, Dr. Barrett was a co-founder and Executive Vice President and Chief Business Officer of Celera Genomics, a molecular diagnostics company, positions he had held since 1998. Before Celera, Dr. Barrett held senior management positions at The Perkin-Elmer Corporation, most recently serving as Vice President, Corporate Planning and Business Development. Dr. Barrett currently sits on the Advisory Council of the Barnett Institute of Chemical and Biological Analysis at Northeastern University. Dr. Barrett serves or has served on the boards of directors of the following public companies: Alnylam Pharmaceuticals, Inc., Helicos BioSciences Corporation, AKELA Pharma Inc. and Momenta Pharmaceuticals, Inc. Dr. Barrett received a B.S. in chemistry from Lowell Technological Institute (now known as the University of Massachusetts, Lowell) and a Ph.D. in analytical chemistry from Northeastern University. He also completed Harvard Business School’s Management Development Program.

Kenneth Bate.  For Mr. Bate’s biographical information, see “— Executive Officers” in this section.

Errol De Souza, Ph.D.  Dr. De Souza joined Archemix in April 2003 as President and Chief Executive Officer and has served on its board of directors since that time. Prior to Archemix, Dr. De Souza was the President and Chief Executive Officer of Synaptic Pharmaceutical Corp. from September 2002 to March 2003. In 1998, Dr. De Souza joined Hoechst Marion Roussel as Senior Vice President and Head of Global Lead Generation. Following the merger to form Aventis, Dr. De Souza became Senior Vice President and Site Head of U.S. Drug Innovation and Approval. From 1992 to 1998, Dr. De Souza was a co-founder, Executive Vice President of Research and Development and Director of Neurocrine Biosciences, Inc. Prior to Neurocrine Biosciences, Dr. De Souza was the Director of Central Nervous System Diseases Research at the Du Pont Merck Pharmaceutical Company. Dr. De Souza serves on the board of directors of Targacept, Inc., Palatin Technologies, Inc., Bionomics Limited and Idexx Laboratories, Inc. Dr. De Souza received a Ph.D. in endocrinology and a B.A. in physiology from the University of Toronto and completed a fellowship in neuroscience at Johns Hopkins University School of Medicine.

Mark Leschly.  Mr. Leschly has served as a member of NitroMed’s board of directors since September 1996. Since July 1999, Mr. Leschly has been a managing partner with Rho Capital Partners, an investment and venture capital management company. From July 1994 to July 1999, Mr. Leschly was first an associate and then a general partner of HealthCare Ventures, L.L.C., a venture capital management company. From September 1991 to June 1993, Mr. Leschly served as a consultant for McKinsey & Co., a management consulting company. In addition to serving as a director of Diversa Corporation, Tercica, Inc. and Senomyx, Inc., each biotechnology companies, Mr. Leschly is also a director of a number of privately held companies. Mr. Leschly holds a B.A. degree from Harvard University and an M.B.A. from the Stanford Graduate School of Business.

John Maraganore, Ph.D.  Dr. Maraganore joined the Archemix board of directors in 2006. Currently, Dr. Maraganore is the Chief Executive Officer and has been a member of the board of directors of Alnylam Pharmaceuticals, Inc., a biotechnology company, since December 2002. From April 2000 to December 2002, Dr. Maraganore served as Senior Vice President, Strategic Product Development for Millennium Pharmaceuticals, Inc. From April 1997 to April 2000, Dr. Maraganore also served as Millennium’s Vice President, Strategic Planning and M&A and as General Manager of Millennium BioTherapeutics, Inc., a former subsidiary of Millennium. Before joining Millennium, Dr. Maraganore served in several capacities, including Director of Biological Research and Director of Market and Business Development for Biogen Idec, Inc. At Biogen, Dr. Maraganore invented Angiomax^®, a direct thrombin inhibitor currently marketed by The Medicines Company. Before Biogen, Dr. Maraganore was a Senior Scientist at Zymogenetics, Inc. and a Visiting Research Scientist at The Upjohn Company. Dr. Maraganore received an M.S. and Ph.D. in biochemistry and molecular biology from the University of Chicago.

Michael Ross, Ph.D.  Dr. Ross joined the Archemix board of directors in July 2002. Currently, Dr. Ross is a Managing Partner with SV Life Sciences Advisers, or SVLS, a venture capital firm. Dr. Ross joined SVLS in 2001. Prior to joining SVLS, Dr. Ross was a Managing Partner in Didyma, LLC, a biotechnology management consulting firm from 1999 to 2002. Prior to Didyma, Dr. Ross was the Chief Executive Officer of Arris Pharmaceutical Corporation from 1990 to 1993, MetaXen LLC from 1996 to 1999, Carta Proteomics

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Inc. from 1999 to 2001 and CyThera, Inc. from 1999 to 2001. Dr. Ross was employed at Genentech from 1978 to 1990, serving in several roles, including Vice President of Development and later Vice President of Medicinal and Biomolecular Chemistry. Dr. Ross serves or has served on the boards of directors of Arris Pharmaceutical Corporation, and the board of the Thayer School of Engineering at Dartmouth College as well as serving on the boards of a number of private biotechnology companies including two as chairman. Dr. Ross received an A.B. from Dartmouth College, a Ph.D. in chemistry from the California Institute of Technology and completed a post doctorate in molecular biology at Harvard University.

Davey Scoon.  Mr. Scoon has served as a member of NitroMed’s board of directors since November 2003. Since June 2005, Mr. Scoon has been principally engaged as non-executive chairman of the board of directors of Tufts Health Plan, where he has been a director since 1981. Mr. Scoon is a member of the board of directors of Advanced Magnetics, Inc. and is chairman of the board of trustees of Allianz Mutual Funds. He also serves as an adjunct instructor at Tufts University School of Medicine. From October 2003 to June 2005, Mr. Scoon was chief administrative and financial officer of Tom’s of Maine, a company that manufactures natural care products. From November 2001 to June 2003, Mr. Scoon served as chief administrative and financial officer for Sun Life Financial, a financial services firm. From August 1999 to November 2001, Mr. Scoon served as vice president and chief financial officer for Sun Life Financial. From 1985 to 1999, Mr. Scoon was employed by Liberty Funds Group of Boston.

Board Committees

The board of directors of the combined company will have an audit committee, a compensation committee, and a nominating and corporate governance committee. Each of these committees will operate under a charter that has been approved by the board of directors of the combined company and is expected to have the composition and responsibilities described below.

Audit Committee

The audit committee’s responsibilities will include:

•  appointing, approving the compensation of, and assessing the independence of the combined company’s independent registered public accounting firm;

•  overseeing the work of the independent registered public accounting firm, including through the receipt and consideration of certain reports from the independent registered public accounting firm;

•  reviewing and discussing with management and the independent registered public accounting firm the combined company’s annual and quarterly financial statements and related disclosures;

•  coordinating the board of directors’ oversight of the combined company’s internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

•  establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and retention of accounting-related complaints and concerns;

•  meeting independently with the independent registered public accounting firm and management;

•  reviewing and approving or ratifying any related person transactions; and

•  preparing the audit committee report required by the rules of the Securities and Exchange Commission to be included in the combined company’s annual meeting proxy statement.

The members of the audit committee will be      (Chair),      and     . It is expected that the board of directors of the combined company will determine that      is an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K.

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Compensation Committee

The compensation committee’s responsibilities will include:

•  annually reviewing and approving corporate goals and objectives relevant to the compensation of the combined company’s chief executive officer;

•  determining the compensation of the combined company’s chief executive officer;

•  reviewing and approving, or making recommendations to the board of directors with respect to, the compensation of the combined company’s other executive officers;

•  reviewing and making recommendations to the board of directors regarding the combined company’s incentive compensation plans and equity-based plans;

•  reviewing and making recommendations to the board of directors with respect to director compensation;

•  reviewing and discussing annually with management the combined company’s “Compensation Discussion and Analysis”; and

•  preparing the compensation committee report required by the rules of the Securities and Exchange Commission to be included in the combined company’s annual meeting proxy statement.

The members of the compensation committee will be      (Chair),      and     .

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s responsibilities will include:

•  identifying individuals qualified to become members of the board of directors;

•  recommending to the board of directors the persons to be nominated for election as directors and to each committee of the board of directors;

•  reviewing and making recommendations to the board of directors with respect to management succession planning;

•  developing and recommending to the board of directors corporate governance principles; and

•  overseeing an annual evaluation of the board of directors.

The members of the nominating and corporate governance committee will be      (Chair),      and     .

Compensation of Directors

The policy of the combined company with respect to the compensation of directors is expected to be determined at a meeting of the board of directors following the consummation of the merger.

Certain Relationships and Related Transactions, and Director Independence

NitroMed’s Transactions

Pursuant to the terms of its charter and in accordance with the policies and procedures described below, the audit committee of the NitroMed board of directors reviews all transactions with related persons on an ongoing basis, and all such transactions must be approved by the audit committee. Transactions with related persons are defined as those transactions which are required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended. NitroMed has not engaged in any related party transactions with individuals expected to serve as directors or executive officers of the combined company.

NitroMed’s Policies and Procedures for Related Person Transactions

The NitroMed board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which NitroMed is a participant, the amount involved exceeds $120,000, and one of NitroMed’s executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom is referred to below as a “related person,” has a direct or indirect material interest.

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If a related person proposes to enter into such a transaction, arrangement or relationship, which is referred to below as a “related person transaction,” the related person must report the proposed related person transaction to NitroMed’s chief financial officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

•  the related person’s interest in the related person transaction;

•  the approximate dollar value of the amount involved in the related person transaction;

•  the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•  whether the transaction was undertaken in the ordinary course of NitroMed’s business;

•  whether the terms of the transaction are no less favorable to NitroMed than terms that could have been reached with an unrelated third party;

•  the purpose of, and the potential benefits to NitroMed of, the transaction; and

•  any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is not inconsistent with NitroMed’s best interests. The committee may impose any conditions on the related person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, the NitroMed board of directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

•  interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction; and

•  a transaction that is specifically contemplated by provisions of NitroMed’s charter or bylaws.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by NitroMed’s compensation committee in the manner specified in its charter.

Archemix’s Transactions

Employment and Related Agreements

Archemix has an employment agreement with Duncan Higgons, offer letters with each of Gregg Beloff, Page Bouchard, and James Gilbert, and change in control agreements with each of these executive officers, all of whom will become executive officers of the combined company. These agreements, as well as other information related to the compensation of these individuals, including matters related to equity awards, are discussed elsewhere in this joint proxy statement/prospectus under the headings “Interests of Archemix’s

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Directors and Executive Officers in the Merger” and “Executive Compensation and Other Information with Respect to the Combined Company.” In addition, Archemix has an employment agreement with Errol De Souza, President and Chief Executive Officer of Archemix and a member of the Archemix board of directors. Dr. De Souza will resign as President and Chief Executive Officer upon completion of the merger but will continue as a member of the board of directors of the combined company. A detailed discussion of Dr. De Souza’s employment agreement, compensation arrangements, and the terms of his resignation is set forth elsewhere in this joint proxy statement/prospectus under the headings “Interests of Archemix’s Directors and Executive Officers in the Merger” and “Director Compensation with Respect to the Combined Company.”

Other Related Party Transactions

Since January 1, 2004, Archemix has engaged in the following transactions with the directors and executive officers, and affiliates of such directors and executive officers, who will become executive officers and directors of the combined company. Archemix believes that all of these transactions were on terms which are no less favorable to Archemix than terms that could have been obtained from unaffiliated third parties.

Issuance of Series B Redeemable Convertible Preferred Stock

Between March 2004 and December 2005, Archemix sold an aggregate of 53,850,000 shares of its Series B preferred stock at a price per share of $1.00 for an aggregate purchase price of $53,850,000. Of these shares, an aggregate of 15,861,444 shares were sold to the following holders of more than 5% of Archemix’s voting securities and their affiliates, each of which is affiliated with a member of the Archemix board of directors who will continue to serve on the board of directors of the combined company as noted below:

	Number of		Aggregate
	Series B		Purchase
Name	Shares		Price
Funds affiliated with Atlas Venture(1)		5,050,000	$	5,050,000
Funds affiliated with International Life Sciences Fund III (GP), L.P.(2)		5,311,444	$	5,311,444
Funds affiliated with Prospect Venture Partners II, L.P.(3)		5,500,000	$	5,500,000

(1)	Includes 4,983,554 shares of Series B preferred stock held by Atlas Venture Fund V, L.P. and 66,446 shares of Series B preferred stock held by Atlas Venture Entrepreneurs’ Fund V, L.P. Peter Barrett, Ph.D., a member of the Archemix board of directors, is a partner at Atlas Venture.
(2)	Includes 4,999,740 shares of Series B preferred stock held by International Life Sciences Fund III (LP1), L.P., 200,325 shares of Series B preferred stock held by International Life Sciences Fund III (LP2), L.P., 61,704 shares of Series B preferred stock held by International Life Sciences Fund III Co-Investment, L.P., and 49,675 shares of Series B preferred stock held by International Life Sciences Fund III Strategic Partners, L.P. Michael Ross, Ph.D. a member of the Archemix board of directors, is a Managing Partner of SV Life Sciences Advisers. Dr. Ross serves as a member of the investment committee of ILSF III, LLC, the general partner of International Life Sciences Fund III (GP), L.P.
(3)	Includes 5,500,000 shares of Series B preferred stock held by Prospect Venture Partners II, L.P. (PVP II). Alex Barkas, Ph.D., a member of the Archemix board of directors, is a managing member of the general partner of PVP II and shares voting and investment power over the shares held by PVP II. Dr. Barkas disclaims beneficial ownership of the shares held by PVP II, except to the extent of his pecuniary interest therein.

Registration Rights and Stockholders Agreements

Archemix is currently a party to the Third Amended and Restated Registration Rights Agreement dated June 13, 2007, and the Third Amended and Restated Stockholders Agreement dated June 13, 2007, by and among Archemix and certain of its stockholders, including the funds affiliated with Atlas Venture, International Life Sciences Fund III (GP), L.P., and Prospect Venture Partners II, L.P. noted above, that provide for certain registration rights, voting rights, rights to representation on the Archemix board of directors, rights of first refusal, transfer restrictions, preemptive rights, co-sale rights, and other rights. The Third Amended and Restated Registration Rights Agreement and the Third Amended and Restated Stockholders Agreement will be terminated immediately prior to the consummation of the merger.

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Sublease with Alnylam Pharmaceuticals

On October 31, 2007, Archemix consented to an assignment of its sublease of approximately 22,000 square feet of office space on the second floor of its leased premises at 300 Third Street, Cambridge, Massachusetts, from Momenta Pharmaceuticals, Inc. to Alnylam Pharmaceuticals, Inc., or Alnylam. John Maraganore, a member of the Archemix board of directors, is Chief Executive Officer, and a member of the board of directors, of Alnylam. The sublease will remain in effect until September 30, 2011, subject to termination or extension as set forth therein. In addition to a security deposit, Alnylam will also pay Archemix rent of approximately $1.1 million per year, payable monthly, which is approximately the same rent that Archemix would have received prior to the assignment. Pursuant to Archemix’s related person transaction policy described below, the audit committee of the Archemix board of directors determined that the assignment of the sublease to Alnylam was entered into on terms no less favorable to Archemix than it could have obtained from an unaffiliated third party.

Relationship between Merrill Lynch and Bank of America in the Transaction

Excelsior Venture Partners III, LLC, or EVP III, owns 2,669,999 shares of the outstanding preferred stock of Archemix, representing approximately 2.0% of Archemix’s capital stock. Bank of America Capital Advisors LLC, or BACA, serves as the investment adviser to EVP III. BACA is a Delaware limited liability company which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is an indirect wholly-owned subsidiary of, and controlled by, Bank of America Corporation, or Bank of America, a bank holding and a financial holding company. Archemix has retained Merrill, Lynch, Pierce, Fenner & Smith, Inc., or Merrill Lynch, to provide services as its financial advisor. On September 15, 2008, Bank of America announced its plans to acquire Merrill Lynch in an all stock transaction. This transaction between Bank of America and Merrill Lynch is expected to close in December 2008.

Archemix’s Policies and Procedures for Related Person Transactions

Archemix has adopted a policy providing that all material transactions between Archemix and its officers, directors and other affiliates must be:

•  approved by a majority of the members of the Archemix board of directors and by a majority of the disinterested members of the Archemix board of directors; and

•  on terms no less favorable to Archemix than those which Archemix believes could be obtained from unaffiliated third parties.

The Combined Company’s Policies and Procedures for Related Person Transactions

The policies and procedures of the combined company for the review, approval, or ratification of related-person transactions are expected to be determined at a meeting of the board of directors following the consummation of the merger.

Director Independence

In connection with the consummation of the merger, the incumbent directors of the NitroMed board of directors will fix the size of the board at eight directors. Robert Cohen, Frank Douglas, M.D., Ph.D., Zola Horovitz, Ph.D., Argeris Karabelas, Ph.D., John Littlechild, Joseph Loscalzo, M.D., Ph.D., and Christopher Sobecki will tender their resignations effective as of the effective time of the merger, and Alex Barkas Ph.D., Peter Barrett, Ph.D., Errol De Souza, Ph.D., John Maraganore, Ph.D., and Michael Ross, Ph.D. will simultaneously be appointed to fill the vacancies created by such resignations. Prior to appointing these new members to the board of directors, the incumbent directors will determine whether these individuals are independent as defined under NASDAQ rules. Additionally, the incumbent directors of NitroMed will determine whether those individuals meet the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934. Finally, the incumbent directors of NitroMed will determine whether all of the members of each of the board of directors’ three standing committees will be independent as defined under NASDAQ rules.

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Executive Compensation and Other Information with Respect to the Combined Company

Following completion of the merger, it is expected that Kenneth Bate, Gregg Beloff, Page Bouchard, James Gilbert, and Duncan Higgons will be the executive officers of the combined company. Each of these executive officers, except Mr. Bate, is currently an executive officer of Archemix. Mr. Bate is currently an executive officer of NitroMed. The compensation policies, philosophy, and objectives of the combined company with respect to the compensation of these executive officers for their service to the combined company will be determined following the consummation of the merger.

The tables and narratives set forth below provide the compensation and related information for the fiscal year ended December 31, 2007, for the Archemix and NitroMed executive officers who will become executive officers of the combined company. The disclosure with respect to shares of Archemix common stock and options to purchase Archemix common stock, as well as the exercise prices therefore, does not reflect application of the exchange ratio described elsewhere in this joint proxy statement/prospectus that will be applied to shares of Archemix common stock being exchanged for shares of NitroMed common stock, and to options to purchase shares of Archemix common stock being assumed by NitroMed in connection with the merger and which will become following the merger options to purchase shares of NitroMed common stock. In addition, the share amounts and exercise prices for the options held by Mr. Bate do not reflect the stock split of NitroMed’s common stock that will occur prior to the completion of the merger.

Disclosure with respect to the compensation of Archemix’s named executive officers, as such term is defined in Item 402 of Regulation S-K, for the fiscal year ended December 31, 2007, is set forth below under the heading “Compensation of Archemix’s Executive Officers and Directors.” Disclosure with respect to the compensation of NitroMed’s named executive officers for the fiscal year ended December 31, 2007, is set forth below under the heading “Compensation of NitroMed’s Executive Officers and Directors.”

Summary Compensation Table of the Combined Company

The following table shows the compensation paid or accrued during the fiscal years ended December 31, 2007 and 2006 to Mr. Bate for services rendered to NitroMed. The following table also shows the compensation paid or accrued during the fiscal years ended December 31, 2007 and 2006 to Mr. Beloff, Dr. Bouchard, Dr. Gilbert, and Mr. Higgons for services rendered to Archemix. These individuals will continue to serve the combined company in similar capacities following the merger.

										Non-Equity
								Option		Incentive Plan			All Other
			Salary		Bonus			Awards		Compensation			Compensation
Name and Current Principal Position	Year		($)		($)			($)(1)		($)			($)			Total ($)
Kenneth Bate		2007		381,958		—			893,308		144,375	(2)		23,683	(3)		1,444,324
NitroMed President, Chief		2006		236,539		50,000	(4)		747,518		90,000	(5)		1,021	(6)		1,125,078
Executive Officer and Interim
Chief Financial Officer
Gregg Beloff		2007		246,029		64,250	(7)		27,851		—			—			338,130
Archemix Vice President, Chief		2006		235,237		60,274	(8)		7,963		—			—			303,474
Financial Officer, Secretary and
Treasurer
Page Bouchard, D.V.M.		2007		269,339		80,000	(7)		25,899		—			—			375,238
Archemix Senior Vice President,		2006		255,641		79,038	(8)		9,991		—			—			344,670
Discovery and Preclinical
Development
James Gilbert, M.D.(9)		2007		301,418		93,000	(7)		54,463		—			—			448,881
Archemix Senior Vice President,		2006		80,535		85,065	(10)		566		—			—			166,166
Chief Medical Officer
Duncan Higgons(11)		2007		301,418		93,000	(7)		47,749		—			—			442,167
Archemix Executive Vice		2006		251,363		83,265	(8)		17,739		—			—			352,367
President, Business Operations

(1) Represents compensation expense in 2007 and 2006, respectively, calculated in accordance with SFAS 123(R). See Note 7 to NitroMed’s audited financial statements for the fiscal year ended

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	December 31, 2007, included elsewhere in the joint proxy statement/prospectus for details as to the assumptions used to calculate the fair value of the option awards held by Mr. Bate. See Note 8 to Archemix’s audited financial statements for the fiscal year ended December 31, 2007, included elsewhere in this joint proxy statement/prospectus for details as to the assumptions used to calculate the fair value of the option awards held by the Archemix executive officers. See also Archemix’s discussion of stock-based compensation under “Archemix’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” The executive officers will not realize the value of these awards in cash until these awards are exercised and the underlying shares are subsequently sold.
(2)	Represents a cash incentive award paid in fiscal year 2008 with respect to NitroMed performance measures achieved in fiscal year 2007.
(3)	Includes $15,706 related to health and dental benefits, $2,191 related to premiums on group life insurance and $5,786 related to NitroMed 401(k) plan matching contributions.
(4)	Represents a sign-on bonus paid to Mr. Bate pursuant to his March 2006 employment offer letter with NitroMed.
(5)	Represents a cash incentive award paid in fiscal year 2007 with respect to NitroMed performance measures achieved in fiscal year 2006.
(6)	Represents the payment of premiums with respect to group life insurance.
(7)	Represents a cash bonus for performance during the fiscal year ended December 31, 2007, which was paid in 2008.
(8)	Represents a cash bonus for performance during the fiscal year ended December 31, 2006, which was paid in 2007.
(9)	Dr. Gilbert commenced employment with Archemix in September 2006.
(10)	Consists of a $25,065 pro-rated cash bonus for performance during the fiscal year ended December 31, 2006, which was paid in 2007, and a $60,000 sign-on bonus.
(11)	Mr. Higgons commenced employment with Archemix in February 2006.

2007 Grants of Plan-Based Awards to Executive Officers of the Combined Company

The following table shows the estimated payouts under NitroMed’s non-equity incentive plan award to Mr. Bate and the grant of an equity award to Mr. Bate by NitroMed during the fiscal year ended December 31, 2007, which was issued under NitroMed’s 2003 Stock Incentive Plan. The following table also shows information concerning the grant of equity awards to Mr. Beloff, Dr. Bouchard, Dr. Gilbert, and Mr. Higgons by Archemix during the fiscal year ended December 31, 2007, all of which were granted under Archemix’s 2001 Stock Plan. All references to options held by Mr. Bate refer to options to purchase shares of NitroMed common stock, and all references to options held by Mr. Beloff, Dr. Bouchard, Dr. Gilbert, and Mr. Higgons refer to options to purchase shares of Archemix common stock.

												All Other
												Option
												Awards:
					Estimated Future Payouts							Number of		Exercise or			Grant Date
					Under Non-Equity Incentive Plan							Securities		Base Price of			Fair Value of
					Awards							Underlying		Option			Option
	Grant		Approval		Threshold		Target			Maximum		Options		Awards			Awards
Name	Date		Date		($)		($)			($)		(#)		($/Sh)			($)(1)
Kenneth Bate		—		—		—		192,500	(2)		—		—		—			—
		1/19/07		1/19/07		—		—			—		500,000		2.65	(3)		785,000
Gregg Beloff		3/8/07		3/8/07		—		—			—		250,000		0.22			105,193
Page Bouchard, D.V.M.		3/8/07		3/8/07		—		—			—		200,000		0.22			84,154
James Gilbert, M.D.		7/23/07		6/7/07		—		—			—		200,000		0.64	(4)		133,097
Duncan Higgons		7/23/07		6/7/07		—		—			—		300,000		0.64	(4)		199,645

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(1)	See Note 7 to NitroMed’s audited financial statements for the fiscal year ended December 31, 2007, included elsewhere in the joint proxy statement/prospectus for details as to the assumptions used to calculate the fair value of the option awards held by Mr. Bate. See Note 8 to Archemix’s audited financial statements for the fiscal year ended December 31, 2007, included elsewhere in this joint proxy statement/prospectus for details as to the assumptions used to calculate the fair value of the option awards held by the Archemix executive officers. See also Archemix’s discussion of stock-based compensation under “Archemix’s Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates.” The executive officers will not realize the value of these awards in cash until these awards are exercised and the underlying shares are subsequently sold.
(2)	Represents the incentive award that would have been paid to Mr. Bate by NitroMed for 2007 performance if such award had been made at Mr. Bate’s target percentage of annual base salary. In 2007, the target percentage for Mr. Bate was 50% of his annual base salary.
(3)	The exercise price of Mr. Bate’s stock option equals the closing price of NitroMed’s common stock on The NASDAQ Global Market on the date of grant.
(4)	These options to purchase shares of Archemix common stock were repriced effective May 5, 2008 to an exercise price of $0.31 per share.

NitroMed’s Employment Agreement with Kenneth Bate

In January 2007, NitroMed entered into an employment offer letter with Mr. Bate, pursuant to which he became NitroMed’s President and Chief Executive Officer. The agreement specifies that Mr. Bate’s employment by NitroMed will be at-will and supersedes any and all prior or contemporaneous agreements relating to Mr. Bate’s employment by NitroMed, including without limitation the terms of a March 2006 offer letter relating to Mr. Bate’s prior service as NitroMed’s Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer, titles that he relinquished upon assuming the role of President and Chief Executive Officer. The terms of the January 2007 offer letter provide that NitroMed will pay Mr. Bate an annual base salary of $385,000, subject to adjustments as may be determined by the NitroMed board of directors. In addition, the offer letter provides that Mr. Bate may be eligible for a discretionary cash incentive award of up to 50% of his annualized base salary. NitroMed’s compensation committee will determine the annual cash incentive award based on both individual and corporate performance. In accordance with the terms of the offer letter, NitroMed’s independent directors granted Mr. Bate an option to purchase 500,000 shares of NitroMed’s common stock at an exercise price equal to $2.65 per share, which vests and becomes exercisable over four years in equal annual installments, subject to Mr. Bate’s continued employment.

For a discussion of the severance, change in control and retention agreements by and between NitroMed and Mr. Bate, see “— Potential Payments Upon Termination or Change in Control with Respect to Kenneth Bate.”

Archemix’s Offer Letters with Mr. Beloff, Dr. Bouchard, and Dr. Gilbert

Gregg Beloff.  Pursuant to a letter agreement dated November 14, 2003 between Archemix and Mr. Beloff, Archemix agreed to employ Mr. Beloff as Chief Financial Officer, beginning in December 2003. Mr. Beloff’s annual base salary is currently $255,500. Under the terms of the letter agreement and Archemix’s bonus program, Mr. Beloff is eligible to receive an annual bonus of up to 23% of his base salary based 75% on the achievement of the corporate goals and 25% on achievement of the individual goals established for the applicable year. If all of the criteria for the award of any annual bonus are exceeded in any calendar year, the board of directors, upon the recommendation of the compensation committee, may award an amount that exceeds the 23% target. Upon his appointment as Chief Financial Officer, and as provided in the letter agreement, Mr. Beloff was granted a stock option to purchase 350,000 shares of Archemix’s common stock at an exercise price of $0.10 per share. The option vested as to 25% of the shares on December 15, 2004, the first anniversary of the date of grant, and as to an additional 6.25% of the shares quarterly thereafter and is fully vested.

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Page Bouchard, D.V.M.  Pursuant to a letter agreement dated August 24, 2004 between Archemix and Dr. Bouchard, Archemix agreed to employ Dr. Bouchard as Senior Vice President, Preclinical Drug Discovery and Development, beginning in November 2004. In 2006, Dr. Bouchard was promoted to Senior Vice President, Discovery and Preclinical Development. Dr. Bouchard’s annual base salary is currently $278,000. Under the terms of the letter agreement and Archemix’s bonus program, Dr. Bouchard is eligible to receive an annual bonus of up to 27% of his base salary based 75% on the achievement of the corporate goals and 25% on achievement of the individual goals established for the applicable year. If all of the criteria for the award of any annual bonus are exceeded in any calendar year, the board of directors, upon the recommendation of the compensation committee, may award an amount that exceeds the 27% target. Upon his appointment as Senior Vice President, Preclinical Drug Discovery and Development, and as provided in the letter agreement, Dr. Bouchard was granted a stock option to purchase 400,000 shares of Archemix’s common stock at an exercise price of $0.10 per share. The option vested as to 25% of the shares on November 1, 2005, the first anniversary of the date of grant, and as to an additional 6.25% of the shares quarterly thereafter and is fully vested.

James Gilbert, M.D.  Pursuant to a letter agreement dated September 8, 2006 between Archemix and Dr. Gilbert, Archemix agreed to employ Dr. Gilbert as Senior Vice President, Chief Medical Officer beginning in September 2006. Dr. Gilbert’s annual base salary is currently $315,000. Under the terms of the letter agreement and Archemix’s bonus program, Dr. Gilbert is eligible to receive an annual bonus of up to 27% of his base salary based 75% on the achievement of the corporate goals and 25% on achievement of the individual goals established for the applicable year. If all of the criteria for the award of any annual bonus are exceeded in any calendar year, the board of directors, upon the recommendation of the compensation committee, may award an amount that exceeds the 27% target. Upon his appointment as Senior Vice President, Chief Medical Officer, and as provided in the letter agreement, Dr. Gilbert was granted a stock option to purchase 400,000 shares of Archemix common stock at an exercise price of $0.10 per share. The option vested as to 25% of the shares on September 25, 2007, the first anniversary of the start of his employment, and vests as to an additional 6.25% of the shares quarterly thereafter. The stock option is immediately exercisable for shares of restricted stock, subject to Archemix’s repurchase right that lapses based on the same vesting schedule as the option. In addition, in connection with the commencement of his employment, Archemix paid Dr. Gilbert a $60,000 sign-on bonus.

As a condition of employment, each of these executive officers has entered into a non-competition, confidentiality and inventions agreement pursuant to which he has agreed not to compete with Archemix for a period of 12 months in the case of Dr. Gilbert, and six months in the case of Mr. Beloff and Dr. Bouchard, after the termination of his employment.

These offer letters will remain in effect following completion of the merger.

As of December 31, 2007, there were no severance and change in control arrangements in place with these executive officers. The details of Archemix’s severance and change in control agreements with each of these executive officers entered into in 2008 are discussed below under “— Potential Payments Upon Termination or Change in Control with Respect to Executive Officers of Archemix who will Become Executive Officers of the Combined Company.”

Archemix’s Employment Agreement with Duncan Higgons

Archemix entered into an employment agreement with Duncan Higgons, its Executive Vice President, Business Operations, in December 2005, pursuant to which he commenced employment with Archemix in February 2006. Mr. Higgons’ annual base salary is currently $315,000. Pursuant to the agreement, Mr. Higgons has the opportunity to earn an annual performance bonus for each calendar year he is employed by Archemix of up to 27% of his base salary based 75% on the achievement of the corporate goals and 25% on achievement of the individual goals established for the applicable year. If all of the criteria for the award of any annual bonus are exceeded in any calendar year, the board of directors, upon the recommendation of the compensation committee, may award an amount that exceeds the 27% target. The amount and components of any bonus award are determined in the sole discretion of the compensation committee.

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Upon appointment as Archemix’s Executive Vice President, Business Operations, and as provided in the employment agreement, Mr. Higgons was granted a stock option to purchase 1,200,000 shares of Archemix common stock at an exercise price of $0.10 per share. The option vested as to 25% of the shares on February 1, 2007, the first anniversary of the date of grant, and vests as to an additional 6.25% of the shares quarterly thereafter. The stock option is immediately exercisable for shares of restricted stock, subject to Archemix’s repurchase right that lapses based on the same vesting schedule of the option. In 2006, Mr. Higgons exercised the stock option and received shares of restricted common stock. As further discussed below, in the event Mr. Higgons is terminated without cause, as defined in the employment agreement, he is entitled to receive severance payments and the continued vesting of this stock option for the nine-month severance period. Mr. Higgons’ employment agreement does not have a defined term.

As a condition of employment, Mr. Higgons has entered into a non-competition, confidentiality and inventions agreement pursuant to which he has agreed not to compete with Archemix for a period of 12 months after the termination of his employment.

Mr. Higgons’ employment agreement will remain in effect following completion of the merger.

The details of Mr. Higgons’ severance and change in control arrangements with Archemix as of December 31, 2007 and the arrangements entered into in 2008 are discussed below under “— Potential Payments Upon Termination or Change in Control with Respect to Executive Officers of Archemix who will Become Executive Officers of the Combined Company.”

Fiscal Year 2007 Option Awards to Executive Officers of Archemix who will Become Executive Officers of the Combined Company

On March 8, 2007, the Archemix board of directors granted Mr. Beloff options to purchase 250,000 shares of common stock and Dr. Bouchard options to purchase 200,000 shares of common stock at an exercise price of $0.22 per share, representing the fair value on the date of grant. Also, on July 23, 2007, the Archemix board of directors granted Mr. Higgons options to purchase 300,000 shares of common stock and Dr. Gilbert options to purchase 200,000 shares of common stock, at an exercise price of $0.64 per share, representing the fair value on the date of grant, which were repriced effective May 5, 2008 to $0.31 per share, as discussed below in Archemix’s Compensation Discussion and Analysis. These stock options were recommended by Archemix’s President and Chief Executive Officer and approved by the board of directors based on an evaluation by the board of directors of each executive’s equity ownership in the company relative to their role with Archemix in comparison to other executives in the industry, to recognize their contributions to Archemix, as well as increases in their responsibilities and for retention purposes. The grants to Mr. Beloff and Dr. Bouchard were made primarily to bring their holdings to an appropriate level in comparison to Archemix’s other executive officers and industry data and as an incentive for ongoing contributions to the company. Mr. Higgons’ option grant was made primarily in recognition of his past and ongoing contributions to the company and as an incentive for ongoing contributions. Dr. Gilbert received his option grant primarily to increase his equity position based on his role with the company and as an incentive for ongoing contributions to Archemix.

The options granted on March 8, 2007, vested as to 25% of the shares on March 8, 2008, and vest as to an additional 6.25% quarterly thereafter. The options granted on July 23, 2007, vested as to 25% of the shares on June 7, 2008, and vest as to an additional 6.25% quarterly thereafter. All of the above options are immediately exercisable for shares of restricted stock, subject to Archemix’s repurchase right that lapses based on the same vesting schedule as the option.

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Outstanding Equity Awards at Fiscal 2007 Year-End of the Combined Company

The following table shows outstanding equity awards as of December 31, 2007 held by Mr. Bate, Mr. Beloff, Dr. Bouchard, Dr. Gilbert, and Mr. Higgons. The equity awards issued to Mr. Bate were issued under NitroMed’s 2003 Stock Incentive Plan. The equity awards granted to the Archemix executive officers were issued under Archemix’s 2001 Stock Plan. All references to options held by Mr. Beloff, Dr. Bouchard, Dr. Gilbert, and Mr. Higgons refer to options to purchase shares of Archemix common stock, and all references to options held by Mr. Bate refer to options to purchase shares of NitroMed common stock.

	Option Awards											Stock Awards
															Market
															Value of
	Number											Number of			Shares
	of			Number of								Shares or			or Units
	Securities			Securities								Units of			of Stock
	Underlying			Underlying								Stock			That
	Unexercised			Unexercised			Option					That Have			Have
	Options			Options			Exercise			Option		Not			Not
	(#)			(#)			Price			Expiration		Vested			Vested
Name	Exercisable			Unexercisable(1)			($)			Date		(#)			($)(2)
Kenneth Bate		260,001			239,999	(3)		7.83			3/20/16		—			—
		—			500,000	(4)		2.65			1/19/17		—			—
Gregg Beloff		350,000	(5)		—			0.10			12/15/13		—			—
		31,443	(6)		—			0.10			1/20/15		—			—
		34,375			15,625	(7)		0.10			1/20/15		—			—
		21,250	(8)		—			0.10			1/23/16		—			—
		—			250,000	(9)		0.22			3/8/17		—			—
Page Bouchard, D.V.M.		300,000			100,000	(10)		0.10			11/1/14		—			—
		35,000	(8)		—			0.10			1/23/16		—			—
		8,750			11,250	(11)		0.10			1/23/16		—			—
		37,500			62,500	(12)		0.10			6/2/16		—			—
		—			200,000	(9)		0.22			3/8/17		—			—
James Gilbert, M.D.		125,000			275,000	(13)		0.10			11/29/16		—			—
		—			200,000	(14)		0.64	(15)		7/23/17		—			—
Duncan Higgons		—			—			—			—		675,000(16	)		330,750
		—			300,000	(14)		0.64	(15)		7/23/17		—			—

(1)	All stock options held by Mr. Beloff, Dr. Bouchard, Dr. Gilbert, and Mr. Higgons are immediately exercisable for shares of restricted common stock, which are subject to Archemix’s repurchase right that lapses on the same schedule as the vesting schedule of the applicable stock option.
(2)	The market value of the stock awards is determined by multiplying the number of shares times $0.49, the fair value of Archemix’s common stock on December 31, 2007.
(3)	180,000 shares of NitroMed common stock underlying this option vest and become exercisable in 12 equal monthly installments beginning on the date that is one month following the date of grant and 320,000 shares of NitroMed common stock underlying this option vest and become exercisable in 36 monthly installments beginning on the first anniversary of the date of grant.
(4)	The option vests in equal annual installments on the first, second, third and fourth anniversaries of the date of grant.
(5)	The option vested as to 25% of the shares on December 15, 2004 and as to an additional 6.25% quarterly thereafter, and is currently fully vested.
(6)	The option vested in full on January 20, 2006.
(7)	Represents the unvested portion of an option to purchase 50,000 shares of common stock, which vested as to 25% of the shares on January 20, 2006 and vests as to an additional 6.25% quarterly thereafter.
(8)	The option vested in full on January 23, 2007.

242

(9)	The option vested as to 25% of the shares on March 8, 2008 and vests as to an additional 6.25% quarterly thereafter.
(10)	Represents the unvested portion of an option to purchase 400,000 shares of common stock, which vested as to 25% of the shares on November 1, 2005 and vests as to an additional 6.25% quarterly thereafter.
(11)	Represents the unvested portion of an option to purchase 20,000 shares of common stock, which vested as to 25% of the shares on January 23, 2007 and vests as to an additional 6.25% quarterly thereafter.
(12)	Represents the unvested portion of an option to purchase 100,000 shares of common stock, which vested as to 25% of the shares on June 2, 2007 and vests as to an additional 6.25% quarterly thereafter.
(13)	Represents the unvested portion of an option to purchase 400,000 shares of common stock, which vested as to 25% of the shares on September 25, 2007 and vests as to an additional 6.25% quarterly thereafter.
(14)	The option vested as to 25% of the shares on June 7, 2008 and vests as to an additional 6.25% quarterly thereafter.
(15)	The option was repriced effective May 5, 2008 to $0.31 per share.
(16)	Represents the unvested portion of 1,200,000 shares of restricted stock subject to Archemix’s repurchase right that lapsed as to 25% of the 1,200,000 shares on February 1, 2007 and lapses as to an additional 6.25% quarterly thereafter.

2007 Option Exercises and Stock Vested of the Combined Company

The following table shows information regarding the vesting of stock awards held by Mr. Bate, Mr. Beloff, Dr. Bouchard, Dr. Gilbert, and Mr. Higgons during the fiscal year ended December 31, 2007. There were no options exercised by any of these executive officers during the fiscal year ended December 31, 2007.

	Stock Awards
	Number
	of Shares
	Acquired		Value Realized
	on Vesting		on Vesting
Name	(#)		($)
Kenneth Bate		—		—
Gregg Beloff		—		—
Page Bouchard, D.V.M.		—		—
James Gilbert, M.D.		—		—
Duncan Higgons		525,000		157,500	(1)

(1) All shares were acquired at a purchase price of $0.10 per share. The value realized upon vesting consists of $36,000 upon the vesting of 300,000 shares on February 1, 2007 at a fair value of $0.22 per share, $40,500 upon the vesting of 75,000 shares on May 1, 2007 at a fair value of $0.64 per share, $40,500 upon the vesting of 75,000 shares on August 1, 2007 at a fair value of $0.64 per share, and $40,500 upon the vesting of 75,000 shares on November 1, 2007 at a fair value of $0.64 per share.

Pension Benefits

Neither Archemix nor NitroMed has any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

Neither Archemix nor NitroMed has any non-qualified defined contribution plans or other deferred compensation plans.

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Potential Payments Upon Termination or Change in Control with Respect to Kenneth Bate

NitroMed Executive Severance Benefit Plan

In March 2006, NitroMed’s board of directors, acting upon the recommendation of the compensation committee, approved and adopted an executive severance benefit plan for the benefit of NitroMed’s officers. The plan was amended in August 2006 to increase the benefits available to officers who have been designated at the level of vice president by NitroMed’s board of directors or by the compensation committee.

The benefit plan provides severance benefits to those officers designated as participants under the plan by NitroMed’s board of directors or the compensation committee who are terminated on or after March 30, 2006 and prior to the termination of the plan. NitroMed’s board of directors has determined that all of NitroMed’s senior vice presidents and vice presidents shall be designated as participants under the plan, except as specifically provided in the plan. An officer shall not be eligible to receive benefits under the plan if, among other things, he or she is eligible to receive severance pursuant to a severance provision contained in an individual offer letter and has not agreed that the terms of the plan will supersede such offer letter. In that event, any severance provision contained in the officer’s offer letter would remain in effect.

The severance benefits provided under the benefit plan to Mr. Bate in the event of his termination without cause consist of:

•  Severance:  Salary continuation for a period of one year at his base rate of pay.

•  Benefit Continuation:  Contributions to the cost of COBRA health and dental insurance coverage on the same basis as NitroMed’s contributions to its health and dental insurance coverage immediately before the executive’s termination for a period of one year, provided that if the executive secures new employment, the continued contributions shall end when the new employment begins.

All severance and benefits are subject to Mr. Bate signing a severance agreement that includes a release and waiver of any claims he may have against NitroMed.

Mr. Bate is not eligible to receive the severance payment if he (i) voluntarily terminates his employment; (ii) retires; (iii) refuses to accept another position offered within NitroMed of a comparable or higher base salary that is located within 50 miles of the facility where Mr. Bate performs his principal duties; (iv) is terminated for cause; or (v) is terminated under circumstances governed by his individual written change in control agreement.

Severance Agreement with Mr. Bate

Pursuant to the terms of a severance agreement NitroMed entered into with Mr. Bate in January 2007, Mr. Bate is entitled to receive, in addition to the benefits afforded to him under NitroMed’s executive severance benefit plan set forth above, a payment equal to his then-current annual cash incentive award target percentage at the date of termination, multiplied by Mr. Bate’s then-current annual base salary.

Change in Control Agreement with Mr. Bate

In January 2007, NitroMed entered into a change in control agreement with Mr. Bate, which provides that in the event a change in control (as defined in the agreement and set forth below) occurs during the term of the agreement and his employment is terminated within 12 months after such change in control without cause (as defined in the agreement and set forth below) by NitroMed or by Mr. Bate for good reason (as defined in the agreement and set forth below), then he will receive a lump sum cash payment representing his base salary through the date of termination, any deferred but unpaid compensation, any accrued vacation pay and a severance payment amount equal to his highest annual base salary during the two-year period prior to the change in control date. In addition, Mr. Bate will receive a payment equal to his then-current annual cash incentive award target percentage at the date of termination, multiplied by Mr. Bate’s highest annual base salary during the two-year period prior to the change in control date. He will also be entitled to continuation of benefits for a period of 12 months after the date of termination, subject to offset if a subsequent employer offers benefits on terms at least as favorable as those offered by NitroMed. The agreement also provides that

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100% of the then outstanding and unexercisable options to purchase shares of NitroMed common stock held by Mr. Bate will become immediately exercisable in full. The agreement has an initial term ending on December 31, 2008; provided that commencing on January 1, 2009 and each January 1 thereafter, the term of the agreement will be automatically extended for additional one-year periods unless NitroMed gives 90 days prior written notice to Mr. Bate that the term will not be extended.

The agreement also provides that, if within 12 months following the change in control date (i) Mr. Bate voluntarily terminates his employment with NitroMed, (ii) his employment is terminated by reason of his death or disability or (iii) NitroMed terminates his employment for cause, (A) 100% of the then outstanding and unexercisable options to purchase shares of NitroMed common stock held by Mr. Bate will become immediately exercisable in full and (B) Mr. Bate will receive a lump sum within 30 days after the date of termination representing his base salary through the date of termination, any deferred but unpaid compensation, any accrued vacation pay (other than with respect to a termination for cause) and any other benefits not previously paid or provided that NitroMed is required to pay or provide, or of which he is eligible.

The merger of Archemix and NitroMed constitutes a change in control under this agreement and could therefore trigger payment of the above benefits if one of the described events occurs.

The agreement will expire upon the first to occur of:

•  the expiration of the term of the agreement, if the change in control date has not occurred during the term;

•  the termination of Mr. Bate’s employment with NitroMed prior to the change in control date;

•  the date that is 12 months after the change in control date, if Mr. Bate is still employed by NitroMed on that date; or

•  the fulfillment by NitroMed of certain of its obligations under the agreement if Mr. Bate’s employment with NitroMed terminates within 12 months following the change in control date.

The agreement also provides that NitroMed shall require any successor to all or substantially all of its business or assets to assume and agree to perform the agreement to the same extent that NitroMed would be required to perform it if no such succession had taken place.

As defined in Mr. Bate’s change in control agreement:

“Cause” means:

a.

Mr. Bate’s continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after Mr. Bate gives written notice of termination for good reason), which failure is not cured within 30 days after a written demand for substantial performance is received by Mr. Bate from the board of directors of NitroMed which specifically identifies the manner in which the board of directors believes Mr. Bate has not substantially performed his duties; or

b.

Mr. Bate’s willful engagement in illegal conduct or gross misconduct which is materially injurious to NitroMed.

“Change in Control” means an event or occurrence set forth below (including an event or occurrence that constitutes a Change in Control under one of such sections but is specifically exempted from another such section):

a.  the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of NitroMed if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of NitroMed (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of NitroMed entitled to vote generally in the election of directors

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(the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from NitroMed (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of NitroMed, unless the Person exercising, converting or exchanging such security acquired such security directly from NitroMed or an underwriter or agent of NitroMed), (ii) any acquisition by NitroMed, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by NitroMed or any corporation controlled by NitroMed, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of section (c) below; or

b.

such time as the Continuing Directors (as defined below) do not constitute a majority of the board of the directors (or, if applicable, the board of directors of a successor corporation to NitroMed), where the term “Continuing Director” means at any date a member of the board of directors (i) who was a member of the board of directors on the date of the execution of the change in control agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the board of directors was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the board of directors; or

c.

the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving NitroMed or a sale or other disposition of all or substantially all of the assets of NitroMed in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns NitroMed or substantially all of NitroMed’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by NitroMed or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

d.  approval by the stockholders of NitroMed of a complete liquidation or dissolution of NitroMed.

“Good Reason” means the occurrence, without the written consent of Mr. Bate, of any of the events or circumstances set forth below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the date of termination such event or circumstance has been fully corrected and Mr. Bate has been reasonably compensated for any losses or

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damages resulting therefrom (provided that such right of correction by NitroMed shall only apply to the first notice of termination for Good Reason given by Mr. Bate).

a.	the assignment to Mr. Bate of duties which result in a material diminution of his position (including status, offices, titles and reporting requirements), authority or responsibilities in effect immediately prior to the earliest to occur of (i) the Change in Control date, (ii) the date of the execution by NitroMed of the initial written agreement or instrument providing for the Change in Control or (iii) the date of the adoption by the board of directors of a resolution providing for the Change in Control (with the earliest to occur of such dates referred to herein as the “Measurement Date”);
b.	a material reduction in Mr. Bate’s annual base salary as in effect on the Measurement Date or as the same was or may be increased thereafter from time to time;
c.	the failure by NitroMed to (i) continue in effect any material compensation or benefit plan or program (including without limitation any life insurance, medical, health and accident or disability plan and any vacation or automobile program or policy) (a “Benefit Plan”) in which he participates or which is applicable to Mr. Bate immediately prior to the Measurement Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program or (ii) continue Mr. Bate’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of Mr. Bate’s participation relative to other participants, than the basis existing immediately prior to the Measurement Date;

d.  a change by NitroMed in the location at which Mr. Bate performs his principal duties for NitroMed to a new location that is more than 50 miles from the location at which he performed his principal duties for NitroMed immediately prior to the Measurement Date; or a requirement by NitroMed that Mr. Bate travel on company business to a substantially greater extent than required immediately prior to the Measurement Date;

e.  the failure of NitroMed to obtain the agreement from any successor to NitroMed to assume and agree to perform the change in control agreement; or

f.  any material breach by NitroMed of the change in control agreement.

Mr. Bate’s right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness.

Retention Agreement with Mr. Bate

In January 2008, NitroMed entered into a retention agreement with Mr. Bate. The retention agreement provided that Mr. Bate would receive, as incentive to remain employed by NitroMed until the earlier of (i) July 15, 2008, (ii) termination of his employment in NitroMed’s sole discretion (the actual date of separation being referred to as deemed the separation date) or (iii) termination under the terms of his change in control agreement described above, a payment equal to 50% of his annualized base salary for a six month period. In addition, the retention agreement provided that Mr. Bate was eligible to receive 100% of his target 2008 cash incentive award, pro-rated for six months, payable to Mr. Bate solely at the discretion of NitroMed’s board of directors. The retention agreement further provides that upon separation of his employment Mr. Bate must execute a complete release of all claims against NitroMed. Pursuant to the terms of the retention agreement, Mr. Bate has also agreed to cooperate with NitroMed following any separation date in order to assist NitroMed in any matter relating to his services to NitroMed or in the defense or prosecution of any claims or actions. Pursuant to the terms of the retention agreement, on July 15, 2008, NitroMed paid Mr. Bate $200,200, satisfying its obligations under this agreement.

The following table sets forth the payments that NitroMed would have been required to make to Mr. Bate in connection with his termination of employment under the circumstances described above, assuming that such termination had taken place on December 31, 2007. At December 31, 2007, none of Mr. Bate’s vested or

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unvested options had an exercise price less than $1.01, which represents the closing price of NitroMed’s common stock on The NASDAQ Global Market on that date. Therefore, upon termination on December 31, 2007, Mr. Bate would not have recognized any financial benefit from option awards.

Circumstances of Termination	Cash Payments ($)		Benefit Continuation ($)		Total ($)
Termination by NitroMed without Cause, not following a Change in Control		577,500		15,919		593,419
Termination by NitroMed without Cause or by Mr. Bate with Good Reason within 12 months following a Change in Control		577,500		15,919		593,419

Potential Payments Upon Termination or Change in Control with Respect to Executive Officers of Archemix who will Become Executive Officers of the Combined Company

Termination of Employment and Change in Control Arrangements as of December 31, 2007

As of December 31, 2007, the terms of Archemix’s employment agreement with Duncan Higgons, Archemix’s Executive Vice President, Business Operations, obligated Archemix to make certain payments and provide certain benefits to Mr. Higgons in the event of a termination without cause.

As of December 31, 2007, there were no other severance or change in control arrangements with the executive officers of Archemix who will become executive officers of the combined company.

Mr. Higgons, Executive Vice President, Business Operations

Termination Provisions of Archemix’s Employment Agreement with Mr. Higgons

Archemix’s employment agreement with Mr. Higgons is terminable by either Mr. Higgons or Archemix at any time for any reason.

Potential Payments to Mr. Higgons in the Event of Termination Without Cause as of December 31, 2007

Pursuant to Mr. Higgons’ employment agreement, in the event Mr. Higgons’ employment with Archemix is terminated for any reason, other than for cause, as defined in the employment agreement and set forth below, he is entitled to receive severance pay in an amount equal to nine months of his base salary, and a pro-rated amount of his annual target bonus with respect to the year in which his termination occurred. In addition, the vesting of the option granted to Mr. Higgons on February 1, 2006 will continue to vest for the nine-month period following his termination.

As defined in Mr. Higgons’ employment agreement, “Cause” means any of the following:

a.	a continuing failure by Mr. Higgons to render services to Archemix in accordance with his assigned duties, other than failures resulting from Mr. Higgons’ disability;
b.	any act or omission by Mr. Higgons involving misconduct or negligence which results in material harm to Archemix;
c.	Mr. Higgons’ commission of any felony or any fraud, financial wrongdoing, disloyalty, dishonesty or breach of fiduciary duty in connection with the performance of Mr. Higgons’ obligations to Archemix and which adversely affects Archemix’s business activities, reputation, or goodwill;

d.  Mr. Higgons’ deliberate disregard of one of Archemix’s rules or policies which materially and adversely affects Archemix’s business activities, reputation, or goodwill; or

e.  Mr. Higgons’ material breach of his employment agreement.

In the event of a termination for cause, Mr. Higgons will be given the opportunity within 15 calendar days of the receipt of the notice of termination, which specifies the basis for the decision to terminate Mr. Higgons for cause, to meet with the board of directors, or its designee, to defend the act or acts, or failure to act, and Mr. Higgons would be given 15 calendar days after such meeting to cure such act, or failure to act,

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to the board’s, or its designee’s, reasonable satisfaction. If Mr. Higgons fails to cure the act or failure to act within this 15 day period, his employment will be deemed terminated for cause.

The following table summarizes the potential payments to Mr. Higgons assuming he had been terminated without cause on December 31, 2007, the last business day of Archemix’s fiscal year.

	Termination
Benefits Upon Termination	Without Cause
Base salary	$	225,000
Bonus		81,000
Value of accelerated options(1)		87,750
Total	$	393,750

(1) The value of the accelerated options is calculated by multiplying the number of shares subject to the acceleration, 225,000 shares, by the spread between $0.49, the fair value of Archemix common stock on December 31, 2007, and $0.10, the exercise price of the option. In 2006, Mr. Higgons exercised this stock option and received shares of restricted common stock, which shares are subject to Archemix’s repurchase right that lapses based on the same vesting schedule of the option. If Mr. Higgons had been terminated on December 31, 2007, Archemix’s repurchase right with respect to the 225,000 shares subject to acceleration would have lapsed.

Termination of Employment and Change in Control Arrangements Entered into in 2008

On September 30, 2008, Archemix entered into change in control agreements with each of its executive officers, with the exception of Archemix’s President and Chief Executive Officer, whose severance and change in control arrangements are set forth in his employment agreement with Archemix. The change in control agreements provide for certain payments and benefits in the event of a termination in connection with or subsequent to a change in control or reverse merger (each as defined in the agreements and set forth below), as well as the right to receive equity awards in the event of a reverse merger in such amount that allows the executive officer to maintain the same proportionate ownership in the combined company as he held in Archemix prior to such reverse merger. The provisions of Mr. Higgons’ employment agreement providing for the severance benefits set forth above in connection with a termination without cause remain in effect. The merger of Archemix and NitroMed constitutes a reverse merger, but not a change in control, under the change in control agreements.

Benefits in Connection with a Change in Control

Cash Payments and Continued Benefits

In the event of change in control during the term of the agreement and (i) there is an anticipatory termination (as defined in the agreement and set forth below) of the executive, (ii) the executive is not offered continued employment by the acquiring corporation, or (iii) the executive’s employment is terminated on or within 12 months following the change in control by Archemix (other than for cause (as defined in the agreement and set forth below), disability, or death) or by the executive for good reason (as defined in the agreement and set forth below), then the executive will be entitled to receive the following benefits:

•  Salary and Bonus:  A lump sum cash payment within 30 days after the later of the date of the termination or change in control of the sum of (a) the executive’s base salary then in effect for a period of nine months, and (b) the amount of the executive’s current annual bonus target, or if not yet determined, 75% of the executive’s prior year bonus.

•  Benefit Continuation:  For nine months following the later of the date of termination or the change in control or such longer term as the applicable plan or program may provide, Archemix shall pay for continued health benefits, provided, however, that if the executive becomes eligible to receive health insurance benefits from a new employer on terms at least as favorable as those being provided by Archemix, then Archemix’s obligations to continue payment will cease.

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•  Accrued Obligations:  A lump sum cash payment within 30 days after the later of the date of the termination or change in control of the sum of (a) any unpaid portion of the executive’s base salary through the date of termination, (b) a pro rated current fiscal year bonus, and (c) the amount of any accrued vacation pay.

Impact on Equity Awards

In the event of (i) a change in control during the term and (a) there is an anticipatory termination or (b) the executive’s employment terminates on or within 12 months following the change in control, and (ii) the executive’s unvested equity awards will be not be exchanged or replaced in the change in control with vested securities on comparable terms, then 50% of such unvested equity awards shall become vested and exercisable immediately prior to the change in control. In the event of an anticipatory termination, the period during which the executive has to exercise any unvested equity awards will be extended until 30 days after the consummation of the change in control, but in no event beyond the original term of the applicable award.

If, on or within 12 months following a change in control, the executive voluntarily terminates his employment without good reason, or if the executive is terminated by reason of death or disability, then Archemix shall pay the executive, or his estate, within 30 days of the termination, the Accrued Obligations set forth above, excluding the pro rated bonus.

If, on or within 12 months following a change in control, the executive is terminated for cause, Archemix will pay the executive only such amounts and benefits that it is required by law to pay.

Benefits in Connection with a Reverse Merger

In the event of a reverse merger during the term and (i) the executive’s employment is terminated without cause on or within 12 months following the reverse merger and the executive’s position is filled by a person employed in a substantially similar position prior to the reverse merger by the other party to the reverse merger, (ii) the executive terminates his employment with good reason or is terminated without cause on or within three months following the reverse merger, or (iii) the executive is terminated by Archemix prior to the reverse merger and such termination is in connection with the reverse merger, then the executive will be entitled to receive the same cash payments, continuation of benefits and equity acceleration set forth above as if a change in control had occurred. The merger of Archemix and NitroMed constitutes a reverse merger and could therefore trigger payment of the above benefits if one of the described events occurs.

In addition, pursuant to the terms of the change in control agreements, in the event of a reverse merger, the executive will receive that number of shares of common stock and options to purchase common stock in the surviving corporation in relative proportion to the executive’s holdings of shares of Archemix common stock and options immediately prior to the reverse merger such that the executive’s proportionate ownership of the equity distributed to holders of Archemix common stock and options in connection with the reverse merger is at least equal to the executive’s proportionate ownership in Archemix prior to the reverse merger. Because the merger of Archemix and NitroMed constitutes a reverse merger, the officers of Archemix who have entered into these change in control agreements, including the Archemix executive officers who will become executive officers of the combined company, will be granted stock options by NitroMed to purchase shares of NitroMed common stock following completion of the merger. These options will be granted with an exercise price equal to the fair market value of NitroMed’s common stock on the date of grant. The options to be granted to the Archemix executive officers who will become executive officers of NitroMed are set forth below.

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	Number of
	Stock
Name	Options(1)
Gregg Beloff		305,441
Page Bouchard, D.V.M.		328,177
James Gilbert, M.D.		260,803
Duncan Higgons		652,007
Total		1,546,428

(1) The Number of Stock Options does not reflect application of the exchange ratio applicable to options to purchase Archemix common stock in connection with the merger described elsewhere in this joint proxy statement/prospectus and will be adjusted in the same manner as outstanding options to purchase Archemix common stock.

Term of Agreement and Other Conditions

Each change in control agreement has an initial term ending on December 31, 2010, provided that commencing on January 1, 2011 and each January 1 thereafter, the term of the agreement will be automatically extended for additional one-year periods unless Archemix gives 90 days prior written notice to the executive that the term will not be extended. In addition, in the event that a definitive agreement relating to a transaction that would result in a change in control or a reverse merger is entered into during the term but not consummated prior to the end of the term, the term will be automatically extended until the earlier of the termination of such definitive agreement or consummation of the change in control or reverse merger contemplated thereby. The rights and obligations under the agreements will expire upon the first to occur of (a) the expiration of the term if a change in control or reverse merger has not occurred during the term, (b) the fulfillment by Archemix of all of its obligations under the agreement following the 12-month anniversary of the change of control or the reverse merger, if the executive is still employed by Archemix as of such date, (c) the fulfillment by Archemix of all of its obligations under the agreement if the executive’s employment with Archemix terminates on or within 12 months following a change in control or a reverse merger, or (d) immediately prior to the effectiveness of Archemix’s initial public offering.

Receipt of the benefits and payments discussed above is conditioned on the executive executing a general release of all claims against Archemix and its affiliates, which also includes a one year nonsolicitation agreement following the date of termination.

The change in control agreements obligate Archemix to require any acquiring corporation to expressly assume and perform the agreement, and the failure to do constitutes a material breach of the agreement by Archemix. The change in control agreements will be assumed by NitroMed.

Defined Terms

As defined in the change in control agreements:

“Anticipatory Termination” means a termination of the executive’s employment by Archemix under the following circumstances: (a) a Change in Control occurs, (b) the executive’s employment with Archemix is terminated prior to the date on which the Change in Control occurs, and (c) it is reasonably demonstrated by the executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control.

“Cause” means any of the following:

a.  continuing failure by the executive to render services to Archemix in accordance with the executive’s assigned duties (other than such a failure as a result of disability);

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b.	any act or omission by the executive involving willful misconduct or gross negligence which results in material harm to Archemix;
c.	the executive’s commission of any felony or any fraud, financial wrongdoing, willful disloyalty, deliberate dishonesty or breach of fiduciary duty in connection with the performance of the executive’s obligations to Archemix and which materially and adversely affects the business activities, reputation, or goodwill of Archemix;

d.  the executive’s deliberate disregard of an Archemix rule or policy which materially and adversely affects the business activities, reputation, or goodwill of Archemix; or

e.  the executive’s material breach of the change in control agreement.

“Change in Control” means:

a.

the acquisition by an individual, entity or group (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (a “Person”) of beneficial ownership of any capital stock of Archemix if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) more than 50% of the combined voting power of the then-outstanding securities of Archemix entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from Archemix (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of Archemix, unless the Person exercising, converting or exchanging such security acquired such security directly from Archemix), (ii) any acquisition by Archemix, or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Archemix or any corporation controlled by Archemix; or

b.

the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving Archemix, or a sale or other disposition of assets of Archemix having a total gross fair market value equal to or more than 40% of the total gross fair market value of the assets of Archemix immediately before such sale or disposition (a “Business Combination”), unless, immediately following such Business Combination, the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding securities of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns Archemix or substantially all of Archemix’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to as the “Acquiring Corporation”). In no event shall any of the foregoing events or occurrences constitute a Change in Control under the change in control agreement if it results from the acquisition by any one person, or more than one person acting as a group, owning more than 50% of the total fair market value or total voting power of Archemix’s stock, of additional stock of Archemix. In all cases, the determination of whether a Change in Control has occurred shall be interpreted in a manner consistent with the definition of a change in control under Section 409A of the Internal Revenue Code of 1986, as amended.

“Good Reason” means the occurrence, without the executive’s written consent, of any of the following events or circumstances:

a.  any material diminution in the executive’s duties, authority or responsibilities as in effect immediately prior to the earliest to occur of (i) the date of the Change in Control or Reverse Merger, (ii) the date of the execution by Archemix of the initial written agreement or instrument providing for the Change in Control or Reverse Merger or (iii) the date of the adoption by the board of directors of a resolution providing for the Change in Control or Reverse Merger (with the earliest to occur of such dates referred to herein as the “Measurement

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Date”); provided that a change in title or role reflecting the difference in size or structure of an Acquiring Corporation shall not be Good Reason if the executive’s duties, authority or responsibilities within the portion of the business of the Acquiring Corporation represented by the business of Archemix are not materially diminished;

b.

any material diminution in the executive’s duties, authority or responsibilities prior to the date set forth in clause (a) that the executive can reasonably demonstrate (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or Reverse Merger or (ii) otherwise arose in connection with or in anticipation of a Change in Control or Reverse Merger;

c.

a material reduction in the executive’s compensation as in effect on the Measurement Date, except such a reduction (i) with the executive’s consent, or (ii) in connection with a reduction in compensation of other Archemix executives at the level of senior management (a “Broad Executive Reduction”), other than a Broad Executive Reduction that the executive can reasonably demonstrate (x) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or Reverse Merger or (y) otherwise arose in connection with or in anticipation of a Change in Control or Reverse Merger;

d.  a material breach of the change in control agreement by Archemix or any successor to Archemix;

e.  any material reduction in the aggregate in the executive’s pension, retirement or benefit plans or programs (including without limitation any 401(k), life insurance, medical, health and accident or disability plan and any vacation program or policy) (a “Benefit Plan”) in which the executive participates or which is applicable to the executive immediately prior to the Measurement Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program; except for any across the board reduction imposed on substantially all other members of Archemix’s senior management (a “Broad Executive Benefit Reduction”) other than a Broad Executive Benefit Reduction that the executive can reasonably demonstrate (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or Reverse Merger or (ii) otherwise arose in connection with or in anticipation of a Change in Control or Reverse Merger; or

f.  any relocation of the executive’s principal office location to a location more than 35 miles from the Boston, Massachusetts metropolitan area.

“Reverse Merger” means the consummation of a merger or share exchange involving Archemix as the result of which the equity of Archemix (including outstanding warrants and stock options) is converted into the ownership of (or the right to receive upon exercise) at least 50% of the equity of the resulting or acquiring corporation.

Employee Benefit Plans

Archemix Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as Amended

The Archemix Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended, or the 2001 Stock Plan, was initially adopted by the Archemix board of directors and stockholders in May 2001. As of December 31, 2007, 23,000,000 shares of common stock were authorized for issuance under the 2001 Stock Plan, of which 15,678,490 shares were subject to outstanding options at a weighted average exercise price of $0.18 per share, and 812,281 shares were available for future grant. On May 5, 2008, Archemix and its stockholders amended the plan to increase the number of shares reserved for issuance to 27,000,000. As of September 30, 2008, 27,000,000 shares of common stock were authorized for issuance under the 2001 Stock Plan, of which 13,857,095 shares were subject to outstanding options at a weighted average exercise price of $0.17 per share, and 3,028,888 shares were available for future grant. The 2001 Stock Plan provides for the grant of options intended to qualify as incentive stock options under Section 422

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of the Internal Revenue Code, non-statutory stock options, restricted stock awards and other stock-based awards as the Archemix board of directors may determine.

Archemix’s employees, officers, directors and consultants are eligible to receive awards under the 2001 Stock Plan. Under present law, however, incentive stock options may only be granted to employees.

Optionees receive the right to purchase a specified number of shares of common stock at a specified option price and subject to any other terms and conditions specified in connection with the option grant. Archemix may grant options at an exercise price equal to or greater than the fair market value of Archemix’s common stock on the date of grant. Under present law, incentive stock options and options intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code may not be granted to optionees holding more than 10% of the voting power of all shares of Archemix capital stock at an exercise price less than 110% of the fair market value of Archemix’s common stock on the date of grant. The plan permits the Archemix board of directors to determine how optionees may pay the exercise price of their options, including through payment by cash, check, surrender to Archemix of shares of common stock, by delivery to Archemix of a promissory note, or by any combination of the permitted forms of payment. In addition, under the 2001 Stock Plan, options may be exercised by delivery to Archemix of an irrevocable undertaking of a creditworthy broker to promptly deliver the exercise price to Archemix.

The compensation committee of the Archemix board of directors administers the 2001 Stock Plan. The compensation committee has the authority to grant awards, including awards to executive officers, and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the plan and to interpret the provisions of the plan. In addition, the Archemix board of directors has delegated certain limited authority to grant options under the 2001 Stock Plan to Archemix’s chief executive officer. Subject to any applicable limitations contained in the plan, Archemix’s compensation committee, or if applicable, one or more executive officers to whom authority has been granted under the 2001 Stock Plan, selects the recipients of awards and determines:

•  the number of shares of common stock covered by options and the dates upon which such options become exercisable;

•  the exercise price of options;

•  the duration of options;

•  the conditions and limitations applicable to the exercise of each option; and

•  the number of shares of common stock subject to any restricted stock award or other stock-based awards, and the terms and conditions of such awards.

Under the terms of the 2001 Stock Plan, the compensation committee may amend outstanding options granted under the plan to provide an option exercise price per share which may be lower or higher than the original option exercise price, and/or cancel any such options and grant in substitution therefore new options covering the same or different numbers of shares of common stock having an option exercise price per share which may be lower or higher than the exercise price of the canceled options.

The 2001 Stock Plan provides that in the event of a merger or other acquisition event, the compensation committee or the board of directors of any entity assuming the obligations of the company is authorized, in its discretion, to take one or more of the following actions:

•  make appropriate provision for the continuation of such options by substituting on an equitable basis for the shares then subject to such options either the consideration payable with respect to the outstanding shares of common stock in connection with the acquisition or securities of any successor or acquiring entity;

•  upon written notice to the participants, provide that all options must be exercised (either to the extent then exercisable or, at the discretion of the administrator, all options being made fully exercisable) at the end of which period the options shall terminate; or

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•  terminate all options in exchange for a cash payment equal to the excess of the fair market value of the shares subject to such options (either to the extent then exercisable or, at the discretion of the administrator, all options being made fully exercisable) over the exercise price thereof.

At the effective time of the merger, all equity awards then outstanding under the 2001 Stock Plan and the 2001 Stock Plan will be assumed by NitroMed. Shares of common stock that remain available for issuance under the 2001 Stock Plan at the time the plan is assumed by NitroMed will be available for grant to former employees of Archemix following completion of the merger.

NitroMed Restated 1993 Equity Incentive Plan and Amended and Restated 2003 Stock Incentive Plan

NitroMed’s Restated 1993 Equity Incentive Plan, or the 1993 Plan, was initially adopted by NitroMed’s board of directors and stockholders in December 1993. The 1993 Plan terminated on December 2, 2003. Currently, no additional stock options may be granted under the 1993 plan, but the vesting and effectiveness of stock options previously granted prior to December 2, 2003 will continue in accordance with their terms following the merger. As of September 30, 2008, 245,400 shares were subject to outstanding options under the 1993 Plan at a weighted average exercise price of $1.84 per share, and no shares were available for future grant.

NitroMed’s Amended and Restated 2003 Stock Incentive Plan, or the 2003 Plan, was initially adopted by NitroMed’s board of directors in March 2003 and approved by its stockholders in May 2003. In August 2003, the board of directors approved an increase in the number of shares of common stock reserved for issuance under the 2003 Plan to 2,500,000 shares. This increase was approved by NitroMed’s stockholders in October 2003. In May 2005, the stockholders of NitroMed approved an amendment to the 2003 Plan which provided for an increase of shares authorized for issuance under the 2003 Plan to 3,500,000, and the adoption of an “evergreen” provision that allows for an annual increase in the number of shares of NitroMed common stock available for issuance under the 2003 Plan. The evergreen provision provides for an annual increase to be added on the first day of each fiscal year of NitroMed during the period beginning in fiscal year 2006 and ending on the second day of fiscal year 2013. The increase provided by the evergreen provision is equal to the lesser of (i) 1,400,000 shares of NitroMed’s common stock, (ii) 4% of the outstanding shares on that date or (iii) an amount determined by NitroMed’s board of directors. Pursuant to the evergreen provision, an additional 1,219,679 shares of common stock were authorized for issuance under the 2003 Plan in January 2006 and an additional 1,400,000 shares of common stock were authorized for issuance under the 2003 Plan in each of January 2007 and January 2008.

As of September 30, 2008, 7,619,679 shares of common stock were authorized for issuance under the 2003 Plan, of which 2,668,574 shares were subject to outstanding options at a weighted average exercise price of $7.06 per share, and 3,951,630 shares were available for future grant.

Both plans provide for the grant of options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code, non-statutory stock options, restricted stock awards, and in the case of the 2003 Plan, other stock based awards as the board of directors may determine.

NitroMed’s employees, officers, directors, consultants and advisors are eligible to receive awards under the plans. Under present law, however, incentive stock options may only be granted to employees. Under the 2003 Plan, no participant may receive any award for more than 500,000 shares in any calendar year.

Optionees receive the right to purchase a specified number of shares of common stock at a specified option price and subject to any other terms and conditions specified in connection with the option grant. NitroMed may grant options at an exercise price equal to or greater than the fair market value of its common stock on the date of grant. Under present law, incentive stock options and options intended to qualify as performance based compensation under Section 162(m) of the Internal Revenue Code may not be granted to optionees holding more than 10% of the voting power of all shares of NitroMed’s capital stock at an exercise price less than 110% of the fair market value of NitroMed’s common stock on the date of grant. The plan permits the board of directors to determine how optionees may pay the exercise price of their options, including through payment by cash, check, surrender to NitroMed of shares of common stock owned for at

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least six months, by delivery to NitroMed of a promissory note, or by any combination of the permitted forms of payment. In addition, under the 2003 Plan, options may be exercised by delivery to NitroMed of an irrevocable undertaking of a creditworthy broker to promptly deliver the exercise price to NitroMed.

The compensation committee of the board of directors administers the plans. The compensation committee has the authority to grant awards, including awards to executive officers, and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the plans and to interpret the provisions of the plans. In addition, the board of directors may delegate authority under the 2003 Plan to one or more of NitroMed’s executive officers. Subject to any applicable limitations contained in the plans, the compensation committee, or if applicable, one or more executive officers to whom authority has been granted under the 2003 Plan, selects the recipients of awards and determines:

•  the number of shares of common stock covered by options and the dates upon which such options become exercisable;

•  the exercise price of options;

•  the duration of options;

•  the conditions and limitations applicable to the exercise of each option; and

•  the number of shares of common stock subject to any restricted stock award or, in the case of the 2003 Plan, other stock based awards, and the terms and conditions of such awards.

Under the terms of the 2003 Plan, the compensation committee may amend outstanding options granted under the plan to provide an option exercise price per share which may be lower or higher than the original option exercise price, and/or cancel any such options and grant in substitution therefor new options covering the same or different numbers of shares of common stock having an option exercise price per share which may be lower or higher than the exercise price of the canceled options.

The 1993 Plan will terminate with respect to non-statutory stock options and restricted stock awards on the date on which all shares available for issuance under the plan have been issued pursuant to the exercise or cancellation of options or the final vesting of restricted stock awards granted under the plan. No awards may be granted under the 2003 Plan after March 25, 2013, but the vesting and effectiveness of options, restricted stock and other stock based awards previously granted may extend beyond that date.

The compensation committee may at any time modify or amend the plans, except that:

•  under the 1993 Plan, if the approval of NitroMed’s stockholders is required for any such modification or amendment under Section 422 of the Internal Revenue Code with respect to incentive stock options or under Rule 16b-3 under the Securities Exchange Act of 1934, such modification or amendment will not become effective until the modification or amendment is approved by the stockholders; and

•  under the 2003 Plan, no award granted under the 2003 Plan intended to comply with Section 162(m) shall, after the date of such amendment, become exercisable, realizable or vested, as applicable to such award, unless such amendment is approved by the stockholders as required by Section 162(m).

Both the 2003 Plan and 1993 Plan provide that in the event of a merger or other acquisition event, the compensation committee is authorized, in its discretion, to take one or more of the following actions:

•  provide for outstanding options to be assumed or substituted for by the acquiring or succeeding entity;

•  provide that all unexercised options will terminate immediately prior to the consummation of such transaction unless previously exercised;

•  in the event of a transaction where the holders of common stock receive a cash payment for their shares, provide for per share cash payment to the optionees equal the cash per share received by the holders of common stock less the exercise price per share of such option; or

•  provide that, immediately prior to such transaction, all unexercised options will become exercisable in full.

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Under the 1993 Plan, the compensation committee may further provide that any restrictions on outstanding options and/or restricted stock shall terminate, including any right of repurchase in favor of NitroMed upon the occurrence of such a transaction. NitroMed’s rights under the terms of outstanding restricted stock granted under the 2003 Plan will inure to the benefit of the surviving or succeeding entity and will continue to apply to any cash or other property into which shares were convertible as a result of such transaction.

The 2003 Plan and all outstanding awards thereunder will remain in effect in accordance with their terms following completion of the merger.

NitroMed 2003 Employee Stock Purchase Plan

On August 18, 2003, NitroMed’s board of directors adopted the 2003 Employee Stock Purchase Plan, or the ESPP, which allows eligible NitroMed employees to purchase common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each six month period during the term of the ESPP. The first offering period began on January 1, 2004. In May 2006, the stockholders of NitroMed approved an amendment to the ESPP, which provided for an increase of shares available for issuance under the ESPP to 150,000, and the adoption of an “evergreen” provision that allows for an annual increase in the number of shares of common stock available for issuance under the ESPP. The evergreen provision provides for an annual increase to be added on the first day of each fiscal year during the period beginning in fiscal year 2007 and ending on the last day of fiscal year 2010, such increase to be equal to the lesser of (i) 150,000 shares of NitroMed common stock or (ii) a lesser amount determined by the board of directors. Pursuant to the evergreen provision, an additional 150,000 shares of common stock were authorized for issuance under the ESPP in each of January 2007 and January 2008.

As of September 30, 2008, 173,733 shares of common stock have been sold under the ESPP and 351,267 shares are available for future sale.

All of NitroMed’s employees, including its directors who are employees, who meet the following criteria are eligible to participate in the ESPP if:

•  such person is employed for more than 20 hours per week and for more than five months in a calendar year;

•  such person is employed for at least six months prior to enrolling in the ESPP; and

•  such person is employed on the first day of the applicable offering period under the ESPP.

Employees who would immediately after the grant own 5% or more of the total combined voting power or value of NitroMed’s stock are not eligible to participate in the purchase plan.

On the first day of a designated payroll deduction period, or offering period, NitroMed will grant to each eligible employee who has elected to participate in the purchase plan an option to purchase shares of NitroMed common stock. The employee may authorize up to a maximum of 10% of his or her base pay to be deducted by NitroMed during the offering period. On the last day of the offering period, the employee is deemed to have exercised the option, at the option exercise price, to the extent of accumulated payroll deductions. Under the terms of the purchase plan, the option exercise price is an amount equal to 85% of the closing price, as defined in the purchase plan, per share of NitroMed common stock on either the first day or the last day of the offering period, whichever is lower. In no event may an employee purchase in any one offering period a number of shares which exceeds the number of shares determined by dividing (a) the product of $2,083 and the number of full months in the offering period by (b) the closing price of a share of NitroMed common stock on the commencement date of the offering period. The board of directors may, in its discretion, choose an offering period of 12 months or less for each offering and may choose a different offering period for each offering.

An employee who is not a participant on the last day of the offering period is not entitled to exercise any option, and the employee’s accumulated payroll deductions will be refunded. An employee’s rights under the purchase plan terminate upon voluntary withdrawal from the purchase plan at any time, or when the employee

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ceases employment for any reason, except that upon termination of employment because of death, the employee’s beneficiary has certain rights to elect to exercise the option to purchase the shares that the accumulated payroll deductions in the employee’s account would purchase at the date of death.

The ESPP will remain in effect following completion of the merger.

Post-Closing Retention Options to Purchase NitroMed Common Stock to be Granted to Continuing Archemix Employees and Dr. De Souza

Pursuant to the terms of the merger agreement, prior to the completion of the merger, the NitroMed board of directors will authorize the grant of options to purchase an aggregate of 6,631,779 shares of NitroMed common stock, which number will be adjusted upon application of the exchange ratio applicable to Archemix stock options being assumed by NitroMed in connection with the merger, to specified employees of Archemix who remain employees or serve on the board of directors of the combined company following the merger, with the allocation to individual employees to be determined, which options will be granted following completion of the merger. Included in this pool, are options to purchase an aggregate of 1,546,428 shares of NitroMed common stock to be granted to Mr. Beloff, Dr. Bouchard, Dr. Gilbert, and Mr. Higgons pursuant to the terms of their change in control agreements with Archemix, which provide that each officer will be granted stock options in an amount to maintain their relative proportionate ownership in Archemix prior to the merger. Also included in this pool, are options to purchase 1,789,797 shares of NitroMed common stock to be granted to Dr. De Souza, who will serve on the board of directors of the combined company.

These options will be issued under Archemix’s 2001 Stock Plan, which NitroMed is assuming in connection with the merger, to the extent shares are available under this plan on the date of grant, and, to the extent necessary, under NitroMed’s 2003 Stock Incentive Plan, and will be evidenced by a new form of option agreement to be adopted under Archemix’s 2001 Stock Plan and NitroMed’s 2003 Stock Incentive Plan for options granted following completion of the merger, as applicable. These options will have an exercise price equal to the fair market value of NitroMed’s common stock on the date of grant, and will vest over a two year period with 50% of the shares vesting on the first anniversary of the date of grant and 12.5% of the shares vesting quarterly thereafter. The number of shares of NitroMed’s common stock to be issuable upon the exercise of these options will be adjusted in the same manner as the Archemix options assumed in the merger.

For additional discussion of the options to be granted to Mr. Beloff, Dr. Bouchard, Dr. Gilbert, Mr. Higgons, and Dr. De Souza following the merger, see the disclosure above under the headings “Interests of Archemix’s Directors and Executive Officers in the Merger,” “Potential Payments Upon Termination or Change in Control with Respect to Executive Officers of Archemix who will Become Executive Officers of the Combined Company,” and “Director Compensation with Respect to the Combined Company.”

Archemix 401(k) Plan

Archemix’s employee savings and retirement plan is qualified under Section 401 of the Internal Revenue Code. Archemix employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit and have the amount of such reduction contributed to the 401(k) plan. Historically Archemix has not made matching or additional contributions to the 401(k) plan but may do so in amounts to be determined by the Archemix board of directors. Archemix’s 401(k) plan will remain in effect following completion of the merger.

NitroMed 401(k) Plan

NitroMed sponsors a 401(k) plan covering substantially all employees. The plan provides for salary deferral contributions by participants of up to 75% of eligible wages not to exceed federal requirements. Those employees over 50 years old are permitted to contribute an additional amount per federal limits ($5,000 per year for 2008). In October 2005, NitroMed’s board of directors approved an employee match in the form of shares of NitroMed’s common stock equal to 50% of employee contributions, limited to the first 6% of salary contributed to the 401(k) plan. NitroMed’s 401(k) plan will be terminated immediately prior to the closing of the merger.

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Director Compensation with Respect to the Combined Company

Following completion of the merger, the board of directors of the combined company will be comprised of eight members, including five members of the current Archemix board of directors, Alex Barkas Ph.D., Peter Barrett, Ph.D., Errol De Souza, Ph.D., John Maraganore, Ph.D., and Michael Ross, Ph.D., and three members of the current NitroMed board of directors, Kenneth Bate, Mark Leschly, and Davey Scoon, C.P.A. The compensation policies, philosophy, and objectives of the combined company with respect to the compensation of its directors for their service to the combined company will be determined following the consummation of the merger.

The table and narratives set forth below provide the compensation and related information for the fiscal year ended December 31, 2007, for the Archemix and NitroMed directors who are expected to serve as non-employee directors of the combined company. The disclosure with respect to options to purchase Archemix common stock, as well as the exercise prices therefore, does not reflect application of the exchange ratio described elsewhere in this joint proxy statement/prospectus that will be applied to options to purchase shares of Archemix common stock being assumed by NitroMed in connection with the merger and which will become following the merger options to purchase shares of NitroMed common stock. In addition, the share amounts and exercise prices for the options held by the current members of the NitroMed board of directors do not reflect the stock split of NitroMed’s common stock that will occur prior to the completion of the merger.

Disclosure with respect to the compensation of all non-employee members of the Archemix board of directors for the fiscal year ended December 31, 2007, is set forth below under the heading “Compensation of Archemix’s Executive Officers and Directors.” Disclosure with respect to the compensation of all non-employee members of the NitroMed board of directors for the fiscal year ended December 31, 2007, is set forth below under the heading “Compensation of NitroMed’s Executive Officers and Directors.”

2007 Director Compensation Table

The following table sets forth a summary of the compensation paid to or earned by the individuals who are expected to serve as non-employee directors of the combined company upon completion of the merger during the fiscal year ended December 31, 2007. Drs. Barrett, Barkas, De Souza, Maraganore, and Ross are all currently members of the Archemix board of directors, and all references to the compensation of these individuals during 2007 refers to compensation paid by Archemix. Mr. Leschly and Mr. Scoon are currently members of the NitroMed board of directors, and all references to the compensation of these individuals during 2007 refer to compensation paid by NitroMed.

	Fees Earned or			Option		All Other
	Paid in Cash			Awards		Compensation			Total
Name	($)			($)(1)		($)			($)
Peter Barrett, Ph.D.(2)		—			—					—
Alex Barkas, Ph.D.(2)		—			—					—
Errol De Souza, Ph.D.(3)		—			169,356		457,415	(4)		626,771
Mark Leschly(5)		38,000	(6)		42,946					80,946
John Maraganore, Ph.D.(7)		—			9,704					9,704
Michael Ross, Ph.D.(2)		—			—					—
Davey Scoon, C.P.A.(8)		47,500	(9)		66,774					114,274

(1) Represents compensation expense in 2007, calculated in accordance with SFAS 123(R). See Note 8 to Archemix’s audited financial statements for the fiscal year ended December 31, 2007, included elsewhere in this joint proxy statement/prospectus for details as to the assumptions used to calculate the fair value of the option awards held by Drs. De Souza and Maraganore. See also Archemix’s discussion of stock-based compensation under “Archemix’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” See Note 7 to NitroMed’s audited financial statements for the fiscal year ended December 31, 2007, included elsewhere in the joint proxy

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	statement/prospectus for details as to the assumptions used to calculate the fair value of the option awards held by Mr. Leschly and Mr. Scoon. The directors will not realize the value of these awards in cash until these awards are exercised and the underlying shares are subsequently sold.
(2)	To date, Archemix has not compensated the members of its board of directors who are appointed by its preferred stockholders.
(3)	Dr. De Souza is currently Archemix’s President and Chief Executive Officer and member of the Archemix board of directors. Dr. De Souza will resign as President and Chief Executive Officer upon completion of the merger but will serve as a member of the board of directors of the combined company following the merger. All of the compensation disclosed in this table for Dr. De Souza was earned or paid in connection with his services as President and Chief Executive Officer. Dr. De Souza receives no additional compensation for his service as a director of Archemix. As of December 31, 2007, the last day of Archemix’s fiscal year, Dr. De Souza held options to purchase 5,281,209 shares of common stock, of which 3,849,959 were vested and 1,431,250 were unvested but immediately exercisable for shares of restricted stock which are subject to Archemix’s repurchase right that lapses in accordance with the vesting schedule of the applicable option grant. On July 23, 2007, Dr. De Souza was granted an option to purchase 1,000,000 shares of common stock for his services as President and Chief Executive Officer, the grant date fair value of which was $665,483, calculated in accordance with SFAS 123(R). On May 5, 2008, the exercise price of this option was repriced from $0.64 per share to $0.31 per share, as discussed below in Archemix’s Compensation Discussion and Analysis.
(4)	Consists of $442,418 in salary paid to Dr. De Souza for his services as President and Chief Executive Officer, $10,000 reimbursed to Dr. De Souza for his procurement of financial planning services, and $4,997 reimbursed to Dr. De Souza as a tax gross-up associated with the reimbursement for the financial planning services. A detailed discussion of the terms of Dr. De Souza’s compensation arrangements with Archemix is set forth below.
(5)	As of December 31, 2007, the last day of NitroMed’s fiscal year, Mr. Leschly held options to purchase 77,500 shares of NitroMed common stock, of which 62,500 were vested. On May 25, 2007, Mr. Leschly was granted an option to purchase 15,000 shares of NitroMed common stock at an exercise price of $2.67 per share in accordance with NitroMed’s director compensation policy, the grant date fair value of which was $25,800, calculated in accordance with SFAS 123(R).
(6)	In addition to cash compensation earned and paid in fiscal year 2007, the amount listed under “Fees Earned or Paid in Cash” with respect to Mr. Leschly includes $2,000 earned in 2007 but paid in 2008.
(7)	As of December 31, 2007, the last day of Archemix’s fiscal year, Dr. Maraganore held options to purchase 110,000 shares of common stock, of which 30,000 were vested and 80,000 were unvested but immediately exercisable for shares of restricted stock which are subject to Archemix’s repurchase right that lapses in accordance with the vesting schedule of the applicable option grant. On July 23, 2007, Dr. Maraganore was granted an option to purchase 20,000 shares of common stock in accordance with Archemix’s director compensation policy, the grant date fair value of which was $13,310, calculated in accordance with SFAS 123(R). On May 5, 2008, the exercise price of this option was repriced from $0.64 per share to $0.31 per share, as discussed below in Archemix’s Compensation Discussion and Analysis.
(8)	As of December 31, 2007, the last day of NitroMed’s fiscal year, Mr. Scoon held options to purchase 90,000 shares of NitroMed common stock, of which 75,000 were vested. On May 25, 2007, Mr. Scoon was granted an option to purchase 15,000 shares of NitroMed common stock at an exercise price of $2.67 per share in accordance with NitroMed’s director compensation policy, the grant date fair value of which was $25,800, calculated in accordance with SFAS 123(R).
(9)	In addition to cash compensation earned and paid in fiscal year 2007, the amount listed under “Fees Earned or Paid in Cash” with respect to Mr. Scoon includes $8,000 earned in 2007 but paid in 2008.

Archemix’s Employment Agreement with Errol De Souza, Ph.D.

The terms of the compensation for Archemix’s President and Chief Executive Officer, Errol De Souza, Ph.D., are derived from an employment agreement entered into between Archemix and Dr. De Souza

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in March 2003, pursuant to which he commenced employment with Archemix in April 2003, and from annual performance reviews conducted by the Archemix board of directors. The agreement was amended in June 2008.

Dr. De Souza’s annual base salary is currently $458,650. Dr. De Souza’s base salary is annually reviewed for increases, but not decreases, by the board of directors. Pursuant to the agreement, Dr. De Souza has the opportunity to earn an annual performance bonus for each calendar year he is employed by Archemix of up to 50% of his base salary based on the achievement of criteria established by the compensation committee. The amount and components of any bonus award are determined in the sole discretion of the board, or its designee, and is based 100% on company-wide performance. For performance during fiscal year 2007, Dr. De Souza was awarded a bonus in 2008 in the form of a stock option to purchase 468,750 shares of common stock at an exercise price of $0.31 per share, which commenced vesting on January 1, 2008 and will vest in full on January 1, 2009. Prior to the amendment of Dr. De Souza’s employment agreement, his annual performance bonus target was up to 40% of his base salary. Dr. De Souza also received a sign-on bonus of $50,000 in connection with the commencement of his employment with Archemix.

Upon appointment as President and Chief Executive Officer, and as provided in the employment agreement, Dr. De Souza was granted a stock option to purchase 4,250,000 shares of Archemix common stock at an exercise price of $0.10 per share. The option vested as to 25% of the shares on April 1, 2004, the first anniversary of the date of grant, and as to an additional 6.25% of the shares quarterly thereafter and completed vesting on April 1, 2007. Dr. De Souza is also eligible to receive on an annual basis, and has received, additional grants of stock options, as determined in the sole discretion of the board of directors. As of December 1, 2008, Dr. De Souza held options to purchase 5,749,959 shares of Archemix common stock, 1,343,750 of which were unvested, but all of which are immediately exercisable for shares of restricted stock, subject to Archemix’s repurchase right that lapses based on the vesting schedule of the applicable option. Pursuant to the terms of Dr. De Souza’s employment agreement, if Dr. De Souza ceases to be an employee of Archemix for any reason other than a termination for cause (as defined in the employment agreement), each outstanding stock option issued to Dr. De Souza may be exercised within 36 months after the date he ceases employment, or within the originally prescribed term of the option, whichever is earlier, to the extent such option is exercisable on the date his employment ceases.

Pursuant to the terms of the employment agreement, Archemix also agreed to reimburse Dr. De Souza for up to a total of $220,000, on an after-tax basis, for his reasonable expenses incurred in connection with relocating to the Boston, Massachusetts area and Archemix reimburses Dr. De Souza for reasonable travel expenses and other disbursements incurred by Dr. De Souza for or on Archemix’s behalf in connection with the performance of his duties as Archemix’s President and Chief Executive Officer. In addition, Archemix pays or reimburses Dr. De Souza up to $10,000, on an after-tax basis, for financial planning services each year that he is employed with Archemix.

Prior to the amendment of Dr. De Souza’s employment agreement in 2008, the agreement had an original term that expired on April 1, 2008, provided that on such date and each anniversary thereafter, the term would be automatically extended for additional one-year periods unless either Dr. De Souza or Archemix provided advance written notice that the extension would not occur, and was subject to termination by either party under certain circumstances. Following the amendment of the employment agreement, Dr. De Souza’s employment with Archemix is on an at-will basis and may be terminated by Dr. De Souza or Archemix at any time.

As a condition of employment, Dr. De Souza has entered into a non-competition, confidentiality and inventions agreement pursuant to which he has agreed not to compete with Archemix for a period of 12 months after the termination of his employment.

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Severance and Change in Control Arrangements Contained in Dr. De Souza’s Employment Agreement

Termination Prior to a Change in Control

If, prior to a change in control (as defined in the employment agreement and set forth below), Dr. De Souza is terminated without cause (as defined in the employment agreement and set forth below) or Dr. De Souza terminates his employment for good reason (as defined in the employment agreement and set forth below), he is entitled to receive the following benefits and payments subject to his execution of a general release of all claims against Archemix:

•  Salary Continuation:  Continued payment of his base salary for a minimum of 12 months with a continuance for each month or partial month that he has not obtained full-time employment, up to an aggregate of 18 months, provided that if Dr. De Souza obtains full-time employment prior to the end of the 18 months with a salary that is less than his base salary at the time of termination with Archemix, then for each month or partial month through the 18^th month, Archemix will pay him the difference between his base salary and new salary.

•  Bonus:  (i) Payment of the full amount of Dr. De Souza’s target annual bonus for the calendar year in which the termination occurs, payable within 30 days after termination, (ii) payment of the full amount of Dr. De Souza’s target annual bonus for the calendar year in which the termination occurs, payable within 30 days after the 12 month anniversary of his termination, and (iii) if there is any salary continuation payments made after the first 12 months following termination, then Archemix will pay Dr. De Souza a prorated portion of this annual target bonus for the calendar year in which his termination occurs.

•  Benefit Continuation:  Continuation of group health insurance and payment of the premium in effect on the date of termination for the same period of time as the salary continuation payments are made.

•  Accelerated Vesting.  Any unvested portion of any stock options issued to Dr. De Souza will immediately vest with respect to such additional number of shares that would have vested over the 36 month period following his termination.

•  Accrued Obligations:  (i) Payment of any portion of base salary that has accrued but has not been paid prior to his termination, (ii) payment of the value of any accrued and unused vacation days, and (iii) payment for any reimbursable expenses incurred but not yet paid prior to his termination.

Termination Upon or Subsequent to a Change in Control

If, upon or subsequent to a change in control, Dr. De Souza is terminated without cause or he resigns with good reason, he is entitled to receive the following benefits and payments subject to his execution of a general release of all claims against Archemix:

•  Salary:  Payment of an amount equal to 18 months of his base salary.

•  Bonus:  (i) Payment of the full amount of Dr. De Souza’s target annual bonus for the calendar year in which the termination occurs, payable within 30 days after termination, and (ii) payment of 150% of the full amount of Dr. De Souza’s target annual bonus for the calendar year in which the termination occurs, payable within 30 days after the 18 month anniversary of his termination.

•  Benefit Continuation:  Continuation of group health insurance and payment of the premium in effect on the date of termination for 18 months.

•  Accelerated Vesting:  Any unvested portion of any stock option issued to Dr. De Souza will immediately vest.

•  Accrued Obligations:  (i) Payment of any portion of base salary that has accrued but has not been paid prior to his termination, (ii) payment of the value of any accrued and unused vacation days, and (iii) payment for any reimbursable expenses incurred but not yet paid prior to his termination.

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Termination in the Event of Death or Disability

In the event of Dr. De Souza’s termination due to his death or disability, Dr. De Souza, or his estate or representatives, is entitled to receive the Accrued Obligations set forth above, and any unvested portion of any stock options issued to Dr. De Souza will immediately vest with respect to such additional number of shares that would have vested over the 12 months following his termination.

Definitions

As defined in Dr. De Souza’s employment agreement, as amended:

“Cause” means any of the following:

a.	a continuing failure by Dr. De Souza to render services to Archemix in accordance with his assigned duties, other than failures resulting from Dr. De Souza’s disability;
b.	any act or omission by Dr. De Souza involving willful misconduct or gross negligence which results in material harm to Archemix;
c.	Dr. De Souza’s commission of any felony or any fraud, financial wrongdoing, willful disloyalty, deliberate dishonesty or breach of fiduciary duty in connection with the performance of Dr. De Souza’s obligations to Archemix and which materially and adversely affects Archemix’s business activities, reputation, or goodwill;

d.  Dr. De Souza’s deliberate disregard of one of Archemix’s rules or policies which materially and adversely affects Archemix’s business activities, reputation, or goodwill; or

e.  Dr. De Souza’s material breach of his employment agreement.

A termination with “Good Reason” means any termination of employment initiated by Dr. De Souza within 90 days following the occurrence, without Dr. De Souza’s prior written consent, of any of the following events, provided that Archemix will be given at least 30 days prior written notice of any such termination and will have 15 days after such notice to cure the occurrence:

a.	the appointment of a president or chief executive officer other than Dr. De Souza to serve in such position(s) during the term of the employment agreement without Dr. De Souza’s consent;
b.	any material reduction in Dr. De Souza’s responsibilities or authority, including, without limitation, a change in the lines of reporting such that Dr. De Souza no longer reports to the board of directors;
c.	a reduction in Dr. De Souza’s compensation except a reduction in connection with a reduction in compensation of Archemix’s other executives at the level of senior management or with Dr. De Souza’s consent;

d.  a material breach by Archemix of the employment agreement;

e.  any failure by Archemix to have the employment agreement explicitly assumed by a successor;

f.  any material reduction in Dr. De Souza’s welfare benefits in the aggregate, other than any across the board reduction imposed on substantially all other members of Archemix’s senior management; or

g.  any relocation of Dr. De Souza’s principal office location to a location more than 35 miles from the Boston metropolitan areas.

A “Change in Control” means an event or occurrence set forth in any one or more of the following in any one transaction or series of transactions occurring within a 12-month period:

a.  the acquisition by an individual, entity or group (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of Archemix if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) more than 50% of the combined voting power of the then-outstanding securities of Archemix

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entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from Archemix (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of Archemix, unless the Person exercising, converting or exchanging such security acquired such security directly from Archemix), (B) any acquisition by Archemix, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Archemix or any corporation controlled by Archemix, or (D) any acquisition of more than 50% but less than 80% of the capital stock of Archemix by one or more financial investors, such as venture capital or private equity firms; or

b.  the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving Archemix, or a sale or other disposition of assets of Archemix having a total gross fair market value equal to or more than 40% of the total gross fair market value of the assets of Archemix immediately before such sale or disposition (a “Business Combination”), unless, immediately following such Business Combination, the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding securities of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns Archemix or substantially all of Archemix’s assets either directly or through one or more subsidiaries).

In no event will any of the forgoing events or occurrences constitute a Change in Control under the employment agreement if it results from the acquisition by any one person, or more than one person acting as a group, owning more than 50% of the total fair market value or total voting power of Archemix’s stock, of additional stock of Archemix. In all cases, the determination of whether a Change in Control has occurred shall be interpreted in a manner consistent with the definition of a change in control under Section 409A of the Internal Revenue Code of 1986, as amended.

Payments and Benefits to Dr. De Souza in Connection with his Resignation as President and Chief Executive Officer of Archemix Upon Completion of the Merger

Upon completion of the merger, Dr. De Souza will resign as President and Chief Executive Officer of Archemix but will continue to serve as a member of the board of directors of the combined company. In connection with his resignation, Dr. De Souza will receive the payments and benefits set forth in his employment agreement with Archemix as if he were terminated without cause or resigned with good reason, as such events are defined in the employment agreement and summarized above and under the heading “Interests of Archemix’s Directors and Executive Officers in the Merger.”

In addition, NitroMed will grant Dr. De Souza options to purchase 1,789,797 shares of NitroMed common stock, which number will be adjusted upon application of the exchange ratio applicable to Archemix stock options being assumed by NitroMed in connection with the merger, following completion of the merger, as discussed above under the heading “Post-Closing Retention Options to Purchase NitroMed Common Stock to be Granted to Continuing Archemix Employees and Dr. De Souza.”

Compensation Committee Interlocks and Insider Participation

The combined company’s compensation committee will consist of     ,     , and     .     will be the chairman of the compensation committee. Each member of the compensation committee is an “outside” director as that term is defined in Section 162(m) of the Code, and a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act. None of the combined company’s executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers who will serve on the combined company’s board of directors or compensation committee following the merger.

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COMPENSATION OF ARCHEMIX’S EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis

The primary objectives of the compensation committee of the Archemix board of directors with respect to executive compensation are to attract and retain the best possible executive talent, to motivate its executive officers to enhance its growth and profitability and increase stockholder value and to reward superior performance and contributions to the achievement of corporate objectives. The focus is to tie short- and long-term cash and equity incentives to the achievement of measurable corporate and individual performance objectives, and to align executives’ incentives with stockholder value creation. To achieve these objectives, the compensation committee has developed and maintains a compensation plan that ties a substantial portion of executives’ overall compensation to Archemix’s research, clinical, regulatory and operational performance. Because Archemix believes that the performance of every employee is important to its success, Archemix is mindful of the effect its executive compensation and incentive program has on all of its employees.

Determining and Setting Executive Compensation

The compensation committee of the Archemix board of directors, pursuant to its charter, has the responsibility of formulating, evaluating and approving the compensation of Archemix’s directors and executive officers, and assisting the full board of directors in establishing and administering appropriate incentive compensation and equity-based plans. The compensation committee, with the input of management, develops Archemix’s compensation plans by utilizing publicly available compensation data and subscription compensation survey data for national and regional companies in the biotechnology industry, in particular data obtained from Radford Biotechnology Surveys, prepared by AON Consulting, Inc., which Archemix uses to benchmark base salaries. Archemix believes that these data provide Archemix with appropriate compensation benchmarks, because these companies are in Archemix’s industry and have similar organizational structures and stages of development, and accordingly tend to compete with Archemix for executives and other employees. For benchmarking executive compensation, Archemix typically reviews the compensation data it has collected from the surveys, as well as various subsets of these data, to compare elements of compensation based on certain characteristics of the company, such as number of employees and number of shares of stock outstanding.

Companies that Archemix has used in evaluating its executive compensation components for 2006 and 2007 include the following, each of which was included in a 2006 Radford Biotechnology Survey:

•  Affymax, Inc.

•  Amicus Therapeutics, Inc.

•  Infinity Pharmaceuticals, Inc.

•  Jazz Pharmaceuticals, Inc.

•  Novacea, Inc.

•  Pharmasset, Inc.

•  Replidyne, Inc.

•  Sirtris Pharmaceuticals, Inc.

•  Synta Pharmaceuticals Corp.

•  Targacept, Inc.

•  TorreyPines Therapeutics, Inc.

•  Trubion Pharmaceuticals, Inc.

In addition, Archemix’s compensation committee periodically engages third-party compensation consultants to analyze Archemix’s existing compensation policies and recommend changes to those policies based on

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current market data and trends in compensation in Archemix’s industry. For example, in 2006, the compensation committee engaged AON Consulting, Inc. to advise it on current market data and trends in compensation to evaluate the competitive nature of Archemix’s compensation to executive officers. Using these surveys and any information provided by compensation consultants, the compensation committee evaluates the competitive nature of Archemix’s various forms of compensation including salary and benefits as well as equity-based compensation relative to other biotechnology and pharmaceutical companies.

The compensation committee has approved a pay-for-performance compensation philosophy, which is intended to bring base salaries and total executive compensation in line with approximately the 50th percentile of the companies in Archemix’s industry with a similar number of employees. For this purpose, Archemix reviews compensation data for all comparable companies that are included in the Radford Biotechnology Surveys, not just the subset of specific companies identified in the list above.

Archemix has worked within the framework of this pay-for-performance philosophy to determine each component of an executive’s initial compensation package based on numerous factors, including:

•  the individual’s particular background and circumstances, including training and prior relevant work experience;

•  the individual’s role with Archemix and the compensation paid to similar persons in the companies represented in the compensation data that Archemix reviews;

•  the demand for people with the individual’s specific expertise and experience at the time of hire;

•  performance goals and other expectations for the position;

•  comparison to other executives within Archemix having similar levels of expertise and experience; and

•  uniqueness of industry skills.

To determine the initial compensation package for each employee, including Archemix’s executive officers, each individual is assigned to a pay grade, determined by comparing position-specific duties and responsibilities with the market pay data and Archemix’s internal organizational structure. Each pay grade has a salary range with corresponding long-term incentive award opportunities and a bonus target based on a percentage of the employee’s base salary. Archemix believes that this is the most transparent and flexible approach to achieve the objectives of its compensation program.

The terms of the compensation for Archemix’s President and Chief Executive Officer, Dr. De Souza, and Archemix’s Executive Vice President, Business Operations, Mr. Higgons, are derived from employment agreements between each of them and Archemix and from annual performance reviews conducted by the Archemix board of directors in the case of Dr. De Souza, and by Dr. De Souza and the compensation committee in the case of Mr. Higgons. Archemix does not have formal employment agreements with any of its other executive officers and each of these other executive officers is employed with Archemix on an at-will basis. However, certain elements of the executive officers’ compensation and other employment arrangements are derived from letter agreements that Archemix executed with each of them at the time their employment with Archemix commenced, in addition to annual performance reviews conducted by Dr. De Souza and the compensation committee. The letter agreements provide, among other things, the executive officer’s initial annual base salary, annual bonus target and initial stock option grant. Following the execution of these letter agreements, the compensation paid to each executive is subject to adjustment based on Archemix’s annual performance evaluation process. Annual base salary increases and annual bonus awards, if any, for Dr. De Souza are determined by the Archemix board of directors. Dr. De Souza recommends annual base salary increases and the amount of annual bonus awards, if any, for the other executive officers, which are reviewed and approved by the compensation committee and subject to final approval by the Archemix board of directors. In addition, in September, 2008, Archemix entered into change in control agreements with each of its officers, with the exception of Dr. De Souza.

Archemix’s annual performance evaluation process is described below. The details of the employment agreements with Dr. De Souza and Mr. Higgons, and the letter agreements with Archemix’s other executive

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officers are described in the narrative following the 2007 Grants of Plan-Based Awards Table, and the details of the change in control agreements are described below under “— Potential Payments Upon Termination or Change in Control.”

Establishment of Company and Individual Goals and Annual Performance Evaluations

The compensation committee has implemented an annual performance management program for Archemix’s executive officers and employees that commences with the establishment of corporate and individual goals for the applicable fiscal year and culminates with an assessment by management, the compensation committee and the full board of directors of the achievement of these goals and the approval of compensation awards and adjustments.

During the third quarter of each year, and coincident with the preparation of Archemix’s budget for the upcoming fiscal year, Archemix determines its corporate and individual goals for the upcoming fiscal year. Archemix’s corporate goals include the achievement of qualitative and quantitative operational and financial targets and pre-defined research and development milestones, including progress of its products in preclinical and clinical development and entering into new collaboration and strategic agreements. Each goal is weighted as to importance. The board of directors makes any modifications it believes are necessary or warranted and then approves the goals in December of each year. On a quarterly basis, members of management meet with the board of directors to update the board on the progress of achieving the established goals and to discuss the need for modifications, if any, to the previously established goals in order to account for any significant events or changes in corporate strategy that have occurred.

The following primary corporate, financial and operational goals for Archemix’s 2007 fiscal year, together with the weights associated with each, were approved by the board of directors:

•  initiate a Phase 2a clinical study with ARC1779 (30%);

•  continue development of early aptamer product candidates (25%);

•  sign new and strengthen existing collaborations (25%);

•  sign in-license deals to access scientific capabilities (10%); and

•  improve financial stability by increasing corporate cash balance (10%).

Each of Archemix’s executive officers proposes his individual goals to Archemix’s President and Chief Executive Officer, who reviews the proposals with the officer and establishes a recommended set of goals which is subject to final approval by the board of directors. The individual goals of Archemix’s executive officers are designed to support the goals of the company as a whole. The individual goals for Archemix’s executive officers are assigned weights and a proposed timeline is created for achieving each goal over the course of the year. Archemix’s executive officers are encouraged to meet with Archemix’s President and Chief Executive Officer on a quarterly basis to assess their progress on these goals.

The 2007 individual goals for Archemix’s named executive officers were as follows:

Errol De Souza, Ph.D., President and Chief Executive Officer — lead the executive team in all aspects of devising, planning and executing corporate, financial and strategic business plans and objectives and all research and development initiatives; interface with the board of directors and existing and potential stockholders; and further Archemix’s corporate growth and increase stockholder value.

Gregg Beloff, Vice President, Chief Financial Officer, Secretary and Treasurer — participate with Archemix’s President and Chief Executive Officer and the executive team in planning and executing corporate, financial and strategic business plans and objectives and all research and development initiatives; confirm with Archemix’s President and Chief Executive Officer and the executive team that Archemix’s financial needs are adequately met; provide adequate cost and budgetary controls and timely reporting to effectively manage Archemix’s finances; oversee facilities and administration functions; and participate in decision making with regard to completing corporate collaborations.

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Page Bouchard, D.V.M., Senior Vice President, Discovery and Preclinical Development — participate with Archemix’s President and Chief Executive Officer and the executive team in planning and executing corporate, financial and strategic business plans and objectives and all research and development initiatives; oversee all research activities related to the discovery and preclinical development of Archemix’s aptamer product candidates; confirm with Archemix’s President and Chief Executive Officer and the executive team that Archemix’s research goals are adequately met; and participate in decision making with regard to completing and managing corporate collaborations.

James Gilbert, M.D., Senior Vice President, Chief Medical Officer — participate with Archemix’s President and Chief Executive Officer and the executive team in planning and executing corporate, financial and strategic business plans and objectives and all clinical development activities including, but not limited to, the completion of a Phase 1 clinical trial and the initiation of a Phase 2a clinical trial for Archemix’s lead aptamer product candidate, ARC1779.

Duncan Higgons, Executive Vice President, Business Operations — participate with Archemix’s President and Chief Executive Officer and the executive team in planning and executing corporate, financial and strategic business plans and objectives and all research and development initiatives; confirm with Archemix’s President and Chief Executive Officer and the executive team that Archemix’s corporate development and partnership goals are adequately met; oversee business development, intellectual property, human resources and administration functions; and participate in decision making with regard to completing and managing corporate collaborations.

In December of each year, Archemix’s President and Chief Executive Officer evaluates each executive officer and then submits recommendations to the compensation committee for salary increases, bonuses, and stock option awards. In the case of Archemix’s President and Chief Executive Officer, his individual performance evaluation is conducted by the compensation committee. In January of each year, Archemix’s compensation committee evaluates the executive officers’ and Archemix’s overall corporate performance relative to the approved goals and determines the percentage of company goals achieved. Compensation granted to Archemix’s executive officers, including its President and Chief Executive Officer, is tied to the achievement of the corporate and individual goals. For 2007, the compensation committee determined to reward the achievement of such goals primarily through the payment of cash bonuses, with the exception of Dr. De Souza’s bonus, which was in the form of a stock option, as described in more detail below. In determining the amounts of bonus awards for the named executive officers, the compensation committee assigns weights to the achievement of corporate and individual goals. Annual bonuses, as well as base salary increases and annual stock option awards, are granted within the discretion of the compensation committee and, to the extent granted, are implemented during the first calendar quarter of the year.

Based on its annual review, the compensation committee establishes pools from which compensation awards and adjustments may be made.

In setting salaries for fiscal year 2007, in January 2007 the compensation committee considered, among others, the following events, which the board of directors determined exceeded the targets established at the beginning of 2006: the filing of an IND and commencement of a Phase 1 clinical trial for Archemix’s lead aptamer product candidate, ARC1779, and the execution of licensing and collaboration agreements with Elan, Nuvelo, Pfizer, and Merck Serono.

Role of Executive Officers in Establishing Goals for Compensation

Archemix’s executive officers, including its President and Chief Executive Officer, collaborate on preparing the company’s goals each year, and propose their own individual goals and relative weights that are designed to support the achievement of Archemix’s corporate goals. Archemix’s President and Chief Executive Officer evaluates the achievement of Archemix’s executive officers’ individual goals and presents his assessment for review and approval by the compensation committee. The compensation committee ultimately determines the extent to which these goals have been achieved and to what extent any compensation awards or adjustments will be made to the compensation of Archemix’s executive officers. Similarly, Archemix’s President and Chief Executive Officer has an integral role in establishing his individual goals because they are

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inherently tied to the company-wide goals, which he participates in preparing. It is the board of directors, however, upon the recommendations of the compensation committee, that ultimately determines the extent to which these goals are achieved and any compensation awards or adjustments for Archemix’s President and Chief Executive Officer.

Compensation Components

For fiscal year 2007, the compensation provided to Archemix’s named executive officers consisted principally of base salary, annual cash incentive compensation, long-term compensation in the form of stock options and, in the case of Archemix’s President and Chief Executive Officer and Executive Vice President, Business Operations, severance and termination protection.

Base Salary

Base salaries for Archemix’s executive officers are established based on the scope of their responsibilities and their prior relevant background, training, and experience, taking into account competitive market compensation paid by the companies represented in the compensation data Archemix reviews for similar positions and the overall market demand for similar executives at the time of hire. Archemix believes that executive base salaries should generally target the 50th percentile of the range of salaries for executives in similar positions and with similar responsibilities in the biotechnology companies of similar size to Archemix represented in the compensation data it reviews. An executive officer’s base salary is also evaluated together with other components of the executive’s compensation to ensure that the executive’s total compensation is in line with Archemix’s overall compensation philosophy.

Base salaries are reviewed annually as part of Archemix’s performance management program and may be increased for merit reasons, based on the executive officer’s success in meeting or exceeding individual performance goals and an assessment of whether significant corporate goals were achieved. Archemix also assesses whether there are any significant differences in how a person is compensated compared to industry benchmarks by utilizing survey data from Radford to benchmark the biotechnology industry. If through this assessment Archemix determines that an employee’s compensation is below the benchmarks, a market adjustment may be recommended. Additionally, Archemix reviews base salaries and makes adjustments as warranted for changes in the scope or breadth of an executive officer’s role or responsibilities and any internal inequities identified through the use of Archemix’s benchmarking review.

On January 25, 2007, the compensation committee approved annual base salary increases for 2007 after considering the factors discussed above. These base salary increases for Archemix’s named executive officers are set forth below.

	2007 Base		2006 Base
	Salary		Salary		Increase
Name	($)		($)		(%)
Errol De Souza, Ph.D.		441,000		420,000		5.0
President and Chief Executive Officer
Gregg Beloff		245,000		234,400		4.5
Vice President, Chief Financial Officer, Secretary and Treasurer
Page Bouchard, D.V.M.		267,000		254,000		5.1
Senior Vice President, Discovery and Preclinical Development
James Gilbert, M.D.		300,000		300,000		—	(1)
Senior Vice President, Chief Medical Officer
Duncan Higgons		300,000		285,000		5.3
Executive Vice President, Business Operations

(1) Dr. Gilbert was not eligible for a base salary increase in 2007 because he joined Archemix in September 2006.

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Annual Bonus

The compensation committee designs the annual incentive component of Archemix’s compensation program. Archemix provides this opportunity as a way to attract and retain highly skilled and experienced executive officers and to motivate them to achieve annual corporate and individual goals. Archemix’s practice has been to provide all employees with the opportunity to earn an annual bonus up to a certain percentage of their annual base salaries, which may be comprised of cash, stock options or a combination of cash and stock options. A significant element of the cash compensation of Archemix’s executive officers is an annual performance-based cash bonus. An executive’s target bonus is generally set as a percentage of base salary to reward strong performance and retain employees in a competitive labor market. As described in more detail above, bonuses are based on the achievement of significant company goals, including research, development, financial and operational milestones, as well as the achievement of individual goals.

Archemix’s executives currently have bonus targets ranging from 23% to 27% of their base salaries, with the exception of Archemix’s President and Chief Executive Officer who currently has a target bonus percentage of 50% of his base salary. In determining bonus awards for each of Archemix’s executive officers, with the exception of Archemix’s President and Chief Executive Officer, the compensation committee weighs the achievement of company goals and the achievement of individual goals. The level of bonus compensation typically increases in relation to an executive officer’s responsibilities and ability to meet individual and corporate goals. For a Vice President, 60% of the officer’s total bonus is correlated directly to the level of achievement of Archemix’s corporate goals while the remaining 40% is correlated to the level of achievement of the officer’s individual goals. For a Senior Vice President and an Executive Vice President, 75% of the officer’s total bonus is correlated directly to the level of achievement of Archemix’s corporate goals while the remaining 25% is correlated to the level of achievement of the officer’s individual goals. The bonus awarded to Archemix’s President and Chief Executive Officer is 100% correlated to the level of achievement of Archemix’s corporate goals. The compensation committee believes that making a significant portion of an executive officer’s bonus contingent on corporate performance more closely aligns the executive officer’s interests with those of Archemix’s stockholders. However, the award of any bonus is contingent on the compensation committee’s determination that at least 80% of Archemix’s overall corporate goals have been achieved. The compensation committee may, in its discretion, make exceptions to the 80% minimum threshold.

The target percentages are based on competitive practices for each comparable position in the survey data reviewed. This practice is designed to enable Archemix to attract senior level employees and add an additional compensation opportunity in the form of variable pay. As part of the annual review process, performance of each employee is evaluated against the goals that were established at the beginning of the year. A determination is made as to the percentage of the maximum target bonus to be awarded. Bonus awards for these employees are determined by the compensation committee based on overall corporate performance together with a subjective assessment by their manager of each employee’s achievement of the previously established performance goals which relate to the employee’s area of responsibility.

Annual Bonus Awards Earned in 2007

The annual bonus awards earned by each of Archemix’s named executive officers for performance during 2007 were determined in January 2008 by the compensation committee after examining Archemix’s operating and financial results and evaluating the performance of each executive officer against the corporate goals and each executive officer’s individual goals. For 2007, the compensation committee determined that Archemix achieved in excess of 100% of its corporate goals. In addition, the compensation committee determined that Archemix’s named executive officers also achieved in excess of 100% of their individual goals.

Based on the achievement of these goals, the compensation committee determined to award Mr. Beloff, Dr. Bouchard, Dr. Gilbert and Mr. Higgons cash bonuses in the amounts of $64,250, $80,000, $93,000 and $93,000, respectively, for performance during fiscal year 2007. Dr. De Souza’s bonus was in the form of a stock option to purchase 468,750 shares of common stock at an exercise price of $0.31 per share, which commenced vesting on January 1, 2008 and will fully vest on January 1, 2009.

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Long-Term Incentives

Archemix believes that long-term performance is achieved through an ownership culture that encourages long-term participation by its executive officers in equity-based awards, which it provides in the form of stock options. A stock option becomes valuable only if the value of Archemix’s common stock increases above the option exercise price and the holder of the option remains employed during the period required for the option to “vest”, thus providing an incentive for an option holder to remain employed by Archemix. In addition, stock options link a portion of an employee’s compensation to stockholders’ interests by providing an incentive to make decisions designed to increase the value of Archemix stock. The Archemix 2001 Stock Plan allows the grant to executive officers of stock options, restricted stock, and other equity-based awards.

The compensation committee grants stock options primarily to reward prior performance but also to retain executive officers and provide incentives for future exceptional performance. The size of the stock option grant increases as the rank of the executive officer increases. For Archemix’s President and Chief Executive Officer, the stock option grant is the largest element of the total compensation package. Archemix has not adopted stock ownership guidelines. In determining the amount, if any, of stock options to be granted to executive officers, the compensation committee considers numerous factors, including:

•  Archemix’s financial and operating performance during the relevant period;

•  achievement of non-financial goals;

•  the executive officer’s contribution to Archemix’s success and anticipated future contributions;

•  the level of competition for executives with comparable skills and experience;

•  a review of compensation for comparable positions with the peer companies included in the Radford survey data;

•  the total number of stock options granted to an executive over the course of his career, together with the retentive effect of additional stock option grants;

•  the executive officer’s total cash compensation; and

•  periodic reviews of the equity holdings of each of Archemix’s current executive officers.

Archemix typically makes an initial award of stock options upon the commencement of employment, as well as part of its annual bonus program and throughout the year in connection with promotions or for special recognition, as further discussed below. All stock options granted to Archemix’s executive officers are immediately exercisable for shares of restricted common stock, which are subject to Archemix’s repurchase right that lapses on the same schedule as the vesting schedule of the applicable stock option.

Initial Stock Option Awards

Archemix typically makes an initial award of stock options to new executive officers in connection with the commencement of their employment. These grants generally have an exercise price equal to the fair market value of Archemix’s common stock on the grant date and a vesting schedule of 25% on the first anniversary of the date of hire and quarterly thereafter for the next three years. The initial stock option awards are intended to provide the executive with incentive to build value in the organization over an extended period of time and to maintain competitive levels of total compensation. The size of the initial stock option award is determined based on numerous factors, including the executive’s skills and experience, the executive’s responsibilities with Archemix, internal equity and an analysis of the practices of national and regional companies in the biopharmaceutical industry similar in size to Archemix, as listed above. Archemix’s President and Chief Executive Officer is currently authorized by the compensation committee to determine the size of initial stock option grants, subject to the conditions that no option granted pursuant to this authority may be for more than 150,000 shares in any one calendar year and that options for no more than an aggregate of 500,000 shares may be granted within any fiscal quarter. Option grants beyond these parameters require board or compensation committee approval. In addition, only Archemix’s compensation committee, and not its

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President and Chief Executive Officer, may award initial stock option grants to any executive with a title of Vice President or higher.

Stock Option Grants as a Component of Annual Bonus or Merit-Based Bonus

Archemix has also used stock option awards as a component of its annual bonus program. The compensation committee believes that stock options provide management with a strong link to long-term corporate performance and the creation of stockholder value. Prior to fiscal year 2006, Archemix’s bonus awards were typically comprised of approximately 50% cash and 50% stock options. Bonus awards for 2007 performance were comprised solely of cash to remain competitive with other biotechnology and pharmaceutical companies, with the exception of Dr. De Souza’s bonus, which was in the form of a stock option.

In addition, if an employee receives a promotion during the year or has performed beyond expectations during a particular year, Archemix’s President and Chief Executive Officer has the authority to grant stock option awards in connection with the promotion or as special recognition within certain parameters, beyond which compensation committee or board approval is required. Only Archemix’s compensation committee, and not its President and Chief Executive Officer, may award promotion or special recognition option grants to any executive with a title of Vice President or higher. Generally, these promotion grants begin to vest on the date Archemix’s President and Chief Executive Officer, or in the instances requiring compensation committee or board approval, such body approves the grant.

Option Repricing

Effective May 5, 2008, the Archemix board of directors approved the repricing of all outstanding options granted on each of July 23, 2007 and September 19, 2007 under Archemix’s 2001 Stock Plan at an exercise price of $0.64 per share, which was the fair value of Archemix’s common stock on such date, to $0.31 per share, including options held by certain of Archemix’s named executive officers and a member of the board of directors. See “— 2007 Grants of Plan-Based Awards — Fiscal Year 2007 Option Awards to Named Executive Officers” and “Director Compensation” below. An aggregate of 2,179,400 options were repriced held by an aggregate of 36 optionees. In deciding to approve this repricing, the Archemix board of directors considered the fact that Archemix issued the options granted on each of July 23, 2007 and September 19, 2007 (i) to provide its employees an opportunity to acquire or increase an equity interest in the company, thereby creating a stronger incentive to expend maximum effort for Archemix’s growth and success and (ii) to encourage Archemix’s employees to continue their service to the company. Because the fair value of Archemix’s common stock, as determined by the board of directors, declined following the withdrawal of Archemix’s initial public offering from a price of $0.64 per share to $0.31 per share, the impact on these options as a motivational tool and as a reward to the recipients was significantly eroded. The Archemix board of directors believed that the repricing would help retain and motivate those recipients who are in a position to contribute to the progress and success of Archemix.

The Archemix board of directors believed these options were unlikely to be exercised in the foreseeable future because of the disparity that existed at the time of the repricing between the exercise price of the repriced options and the fair value of Archemix’s common stock at such time. By approving a one-time repricing and creating options with an exercise price equal to the fair value of Archemix’s common stock on the repricing date, the Archemix board of directors intended to provide these option holders with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives, and thereby more effectively promote stockholder value.

Other Compensation

Archemix maintains broad-based benefits and perquisites that are provided to all employees, including health insurance, life and disability insurance, dental insurance, and a 401(k) plan. In addition, Archemix pays or reimburses its President and Chief Executive Officer for up to $10,000, on an after-tax basis, for financial planning services each year that he is employed with Archemix. In particular circumstances, Archemix also utilizes cash signing bonuses when certain executives and senior non-executives join Archemix. For example,

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Archemix paid Dr. De Souza a commencement bonus of $50,000 when he joined Archemix as President and Chief Executive Officer in 2003, and Archemix paid Dr. Gilbert a commencement bonus of $60,000 when he joined Archemix in 2006. Whether a signing bonus is paid and the amount thereof is determined on a case-by-case basis under the specific hiring circumstances. The bonuses paid to Drs. De Souza and Gilbert were approved by the Archemix board of directors and considered reasonable forms of compensation when considering the high caliber of service the company was obtaining in hiring these two executives. In addition, Archemix may assist with certain expenses associated with an executive joining and maintaining their employment with Archemix. For example, Archemix may, if approved by the compensation committee, reimburse its executive officers for travel expenses incurred in connection with conducting business on Archemix’s behalf and relocation expense.

Archemix believes that these forms of compensation create additional incentives for an executive to join Archemix in a position where there is high market demand.

Termination Based Compensation as of December 31, 2007

Errol De Souza, Ph.D., President and Chief Executive Officer

Pursuant to the terms of Archemix’s employment agreement with Dr. De Souza in effect as of December 31, 2007, he was entitled to 12 months’ severance at a rate equal to his then-current base salary, a pro-rated portion of his annual bonus target, and continuation of his health insurance coverage for a period of 12 months in the event that his employment is terminated under the circumstances discussed below under “— Potential Payments Upon Termination or Change in Control.” The board of directors approved this severance package as both reasonable and generally in line with severance packages negotiated with chief executive officers of similarly situated companies based on the caliber of service and experience Dr. De Souza brings to the company and the competitiveness Archemix faced in filling this position.

Duncan Higgons, Executive Vice President, Business Operations

Pursuant to the terms of Archemix’s employment agreement with Mr. Higgons, he is entitled to nine months’ severance at a rate equal to his then-current base salary, and a pro-rated portion of his annual bonus target in the event that his employment is terminated without cause (as defined in the agreement) as discussed above under “Potential Payments Upon Termination or Change in Control with Respect to Executive Officers of Archemix who will Become Executive Officers of the Combined Company.” In addition, the vesting of the stock option awarded to Mr. Higgons at the time he commenced employment with Archemix will continue for the nine-month severance period. The board of directors approved this severance package based on the caliber of service Mr. Higgons brings to the company and the competitiveness Archemix faced in filling this position.

Archemix’s Other Named Executive Officers

As of December 31, 2007, none of Archemix’s other executive officers had any severance or change in control arrangements with Archemix.

Termination Based Compensation Arrangements Entered into in 2008

In 2008, the Archemix board of directors determined that the retention of the Archemix executive team over the next several years is important to the company’s success and to maintain and create stockholder value, and that severance and change in control arrangements are significant incentives in retaining the Archemix executive team. In addition, the Archemix board of directors recognizes that executives, especially highly ranked executives, often face challenges securing new employment following termination. Based on these determinations, the Archemix board of directors authorized the compensation committee to negotiate and execute an amendment to Dr. De Souza’s employment agreement, which, among other things, expanded his existing termination benefits and was entered into on June 30, 2008, and change in control agreements with each of Archemix’s other officers, which were entered into in September 2008.

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The specific terms of the arrangements entered into with Dr. De Souza in 2008 are described above under “Director Compensation with Respect to the Combined Company.” The terms of the change in control agreements with Archemix’s executive officers are discussed above under “Potential Payments Upon Termination or Change in Control with Respect to Executive Officers of Archemix who will Become Executive Officers of the Combined Company.”

Relationship of Elements of Compensation

Archemix’s compensation structure is primarily comprised of base salary, annual performance bonus and stock options. In setting executive compensation, the compensation committee considers the aggregate compensation payable to an executive officer and the form of the compensation. The compensation committee seeks to achieve an appropriate balance between immediate cash rewards and long-term financial incentives for the achievement of both annual and long-term financial and non-financial objectives.

The compensation committee currently utilizes stock options as a substantial component of compensation because Archemix currently has no earnings and expects this to be the case for the foreseeable future. Archemix’s mix of cash and non-cash compensation balances Archemix’s need to limit cash expenditures with the expectations of those individuals that Archemix hopes to recruit and retain as employees.

The compensation committee manages the expected impact of salary increases and performance bonuses by requiring that the size of any salary increases and bonuses be tied to the attainment of corporate and individual goals. For example, the size of each employee’s bonus is determined not only by individual performance, but also by whether Archemix has met its corporate goals.

The compensation committee views the award of stock options as a primary long-term retention benefit. The compensation committee has made the award of stock options a significant component of total compensation and also ties the earning of these awards to long-term vesting schedules, generally four years. If an employee leaves Archemix before the completion of the vesting period, then that employee would not receive any benefit from the non-vested portion of his award. Archemix believes that this feature makes it more attractive to remain as an Archemix employee and these arrangements do not require substantial cash payments by Archemix.

The compensation committee reviews from time to time the mix of the compensation elements for executive officers against comparable companies in Archemix’s industry and geographic location. The size and mix of each element in a compensation package is based on the impact of the position on the company, market practice and overall corporate and individual performance relative to stated corporate goals. The level of incentive compensation typically increases in relation to an executive officer’s responsibilities and ability to meet individual and corporate goals. The compensation committee believes that making a significant portion of an executive officer’s compensation contingent on corporate performance more closely aligns the executive officer’s interests with those of Archemix’s stockholders.

The compensation committee may decide, as appropriate, to modify the mix of base salary, annual and long-term incentives to best fit an executive officer’s specific circumstances or if required by competitive market conditions for attracting and retaining skilled personnel. For example, the compensation committee may make the decision to award more cash and not award a stock option. The compensation committee may also decide to award additional stock options to an executive officer if the total number of stock option grants received during an individual’s employment with Archemix does not adequately reflect the executive’s current position. Archemix believes that this discretion and flexibility allows the compensation committee to better achieve Archemix’s compensation objectives.

Conclusion

Archemix’s compensation policies are designed and are continually being developed to retain and motivate its executive officers and to reward them for outstanding individual and corporate performance.

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Summary Compensation Table

The following table shows the compensation paid or accrued during the fiscal years ended December 31, 2007 and 2006, to Archemix’s (1) President and Chief Executive Officer, (2) Chief Financial Officer and (3) three most highly compensated executive officers, other than Archemix’s President and Chief Executive Officer and Chief Financial Officer. With the exception of Dr. De Souza, these individuals are expected to serve the combined company in the same capacities after the closing of the merger.

Name and Principal			Salary		Bonus			Option Awards		All Other
Position	Year		($)		($)			($)(1)		Compensation ($)			Total ($)
Errol De Souza, Ph.D.		2007		442,418					169,356		14,997	(3)		626,771
President and Chief Executive Officer		2006		421,173		196,560	(2)(4)		79,732		17,200	(3)		714,665
Gregg Beloff		2007		246,029		64,250	(5)		27,851		—			338,130
Vice President, Chief Financial Officer, Secretary and Treasurer		2006		235,237		60,274	(4)		7,963		—			303,474
Page Bouchard, D.V.M		2007		269,339		80,000	(5)		25,899		—			375,238
Senior Vice President, Discovery and Preclinical Development		2006		255,641		79,038	(4)		9,991		—			344,670
James Gilbert, M.D.(6)		2007		301,418		93,000	(5)		54,463		—			448,881
Senior Vice President, Chief Medical Officer		2006		80,535		85,065	(7)		566		—			166,166
Duncan Higgons(8)		2007		301,418		93,000	(5)		47,749		—			442,167
Executive Vice President, Business Operations		2006		251,363		83,265	(4)		17,739		—			352,367

(1)	Represents compensation expense in 2007 and 2006, respectively, calculated in accordance with SFAS 123(R). See Note 8 to Archemix’s audited financial statements for the fiscal year ended December 31, 2007, included elsewhere in this joint proxy statement/prospectus for details as to the assumptions used to calculate the fair value of the option awards. Archemix’s executive officers will not realize the value of these awards in cash until these awards are exercised and the underlying shares are subsequently sold. See also Archemix’s discussion of stock-based compensation under “Archemix’s Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates.”
(2)	In lieu of a cash bonus, on May 5, 2008, Dr. De Souza was granted a bonus for performance during fiscal year 2007 in the form of a stock option to purchase 468,750 shares of common stock at an exercise price of $0.31 per share, which commenced vesting on January 1, 2008 and will vest in full on January 1, 2009.
(3)	Consists of $10,000 reimbursed to Dr. De Souza in each of fiscal year 2007 and 2006 for his procurement of financial planning services and $4,997 in fiscal year 2007, and $7,200 in fiscal year 2006 reimbursed to Dr. De Souza as a tax gross-up associated with the reimbursement for the financial planning services. Archemix has agreed to pay or reimburse Dr. De Souza for up to $10,000, on an after-tax basis, for financial planning services each year that he is employed with Archemix.
(4)	Represents a cash bonus for performance during the fiscal year ended December 31, 2006, which was paid in 2007.
(5)	Represents a cash bonus for performance during the fiscal year ended December 31, 2007, which was paid in 2008.
(6)	Dr. Gilbert commenced employment with Archemix in September 2006.
(7)	Consists of a $25,065 pro-rated cash bonus for performance during the fiscal year ended December 31, 2006, which was paid in 2007, and a $60,000 sign-on bonus.
(8)	Mr. Higgons commenced employment with Archemix in February 2006.

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2007 Grants of Plan-Based Awards

The following table shows information regarding grants of equity awards during the fiscal year ended December 31, 2007, to Archemix’s named executive officers. The equity awards were issued under Archemix’s 2001 Stock Plan.

					All Other Option
					Awards: Number of
					Securities					Grant Date Fair
					Underlying		Exercise or Base			Value of Option
	Grant		Approval		Options		Price of Option			Awards
Name	Date		Date		(#)		Awards ($/Sh)			($)(1)
Errol De Souza, Ph.D.		7/23/07		6/7/07		1,000,000		0.64	(2)		665,483
President and Chief Executive Officer
Gregg Beloff		3/8/07		3/8/07		250,000		0.22			105,193
Vice President, Chief Financial Officer, Secretary and Treasurer
Page Bouchard, D.V.M.		3/8/07		3/8/07		200,000		0.22			84,154
Senior Vice President, Discovery and Preclinical Development
James Gilbert, M.D.		7/23/07		6/7/07		200,000		0.64	(2)		133,097
Senior Vice President, Chief Medical Officer
Duncan Higgons		7/23/07		6/7/07		300,000		0.64	(2)		199,645
Executive Vice President, Business Operations

(1)

See Note 8 to Archemix’s audited financial statements for the fiscal year ended December 31, 2007, included elsewhere in this joint proxy statement/prospectus for details as to the assumptions used to calculate the fair value of the option awards. Archemix’s executive officers will not realize the value of these awards in cash until these awards are exercised and the underlying shares are subsequently sold. See also Archemix’s discussion of stock-based compensation under “Archemix’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.”

(2)

These options were repriced effective May 5, 2008 to an exercise price of $0.31 per share.

Employment Agreement with Dr. De Souza

See the disclosure set forth above under the heading “Director Compensation with Respect to the Combined Company” for a discussion of Archemix’s employment agreement with Dr. De Souza.

Employment Agreement with Mr. Higgons

See the disclosure set forth above under the heading “Executive Compensation and Other Information with Respect to the Combined Company” for a discussion of Archemix’s employment agreement with Mr. Higgons.

Offer Letters with Archemix’s Other Named Executive Officers

See the disclosure set forth above under the heading “Executive Compensation and Other Information with Respect to the Combined Company” for a discussion of Archemix’s offer letters with Mr. Beloff, Dr. Bouchard, and Dr. Gilbert.

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Fiscal Year 2007 Option Awards to Named Executive Officers

Performance and Retention Grants

See the disclosure set forth above under the heading “Executive Compensation and Other Information with Respect to the Combined Company” for a discussion of the options awarded to Mr. Beloff, Dr. Bouchard, Dr. Gilbert, and Mr. Higgons during 2007.

On July 23, 2007, the Archemix board of directors granted Dr. De Souza an option to purchase 1,000,000 shares of common stock at an exercise price of $0.64 per share, representing the fair value on the date of grant, which was repriced effective May 5, 2008 to $0.31 per share, as discussed above in the Compensation Discussion and Analysis. The board of directors believed that this grant was appropriate to maintain the competitiveness of Dr. De Souza’s total compensation package. As a result of the full vesting in April 2007 of Dr. De Souza’s hiring grant of 4,250,000 shares, annual vesting of that grant ceased to add value to Dr. De Souza’s total compensation. To replace this value and maintain the competitiveness of his compensation, and as an incentive for ongoing contributions to the company, the board of directors made this option grant. This option vested as to 25% of the shares on June 7, 2008, and vests as to an additional 6.25% quarterly thereafter, and is immediately exercisable for shares of restricted stock, subject to Archemix’s repurchase right that lapses based on the same vesting schedule as the option.

Amendment to Dr. De Souza Grant

In August 2005, the Archemix board of directors granted Dr. De Souza an option to purchase 450,000 shares of common stock, the vesting of which would have commenced upon the completion of Archemix’s initial public offering and was scheduled to vest quarterly thereafter over 18 months from the completion of the initial public offering. On June 7, 2007, the board of directors approved an amendment to the vesting schedule of Dr. De Souza’s August 2005 stock option to remove the contingency of an initial public offering and provide that the option will vest quarterly as to 12.5% of the shares, with the first tranche vesting on September 7, 2007. The board of directors took this action because at the time the vesting schedule was amended, Archemix’s initial public offering was deemed to be imminent and, therefore, the board of directors concluded this contingency was no longer necessary.

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Outstanding Equity Awards at Fiscal 2007 Year-End

The following table shows outstanding equity awards as of December 31, 2007, the last day of Archemix’s fiscal year, held by each of Archemix’s named executive officers.

												Stock Awards
															Market
	Option Awards														Value of
	Number											Number of			Shares
	of			Number of								Shares or			or Units
	Securities			Securities								Units of			of Stock
	Underlying			Underlying								Stock			That
	Unexercised			Unexercised			Option					That Have			Have
	Options			Options			Exercise			Option		Not			Not
	(#)			(#)			Price			Expiration		Vested			Vested
Name	Exercisable			Unexercisable(1)			($)			Date		(#)			($)(2)
Errol De Souza, Ph.D.		3,265,625	(3)		—			0.10			4/1/13		—			—
President and Chief Executive Officer		192,000	(4)		—			0.10			1/20/15		—			—
		206,250			93,750	(5)		0.10			1/20/15		—			—
		112,500			337,500	(6)		0.10			8/2/15		—			—
		73,584	(7)		—			0.10			1/23/16		—			—
		—			1,000,000	(8)		0.64	(9)		7/23/17		—			—
Gregg Beloff		350,000	(10)		—			0.10			12/15/13		—			—
Vice President, Chief Financial		31,443	(4)		—			0.10			1/20/15		—			—
Officer, Secretary and Treasurer		34,375			15,625	(11)		0.10			1/20/15		—			—
		21,250	(7)		—			0.10			1/23/16		—			—
		—			250,000	(12)		0.22			3/8/17		—			—
Page Bouchard, D.V.M.		300,000			100,000	(13)		0.10			11/1/14		—			—
Senior Vice President, Discovery		35,000	(7)		—			0.10			1/23/16		—			—
and Preclinical Development		8,750			11,250	(14)		0.10			1/23/16		—			—
		37,500			62,500	(15)		0.10			6/2/16		—			—
		—			200,000	(11)		0.22			3/8/17		—			—
James Gilbert, M.D.		125,000			275,000	(16)		0.10			11/29/16		—			—
Senior Vice President, Chief Medical Officer		—			200,000	(8)		0.64	(9)		7/23/17		—			—
Duncan Higgons		—			—			—			—		675,000	(17)		330,750
Executive Vice President, Business Operations		—			300,000	(8)		0.64	(9)		7/23/17		—			—

(1)	All stock options granted to Archemix’s executive officers are immediately exercisable for shares of restricted common stock, which are subject to Archemix’s repurchase right that lapses on the same schedule as the vesting schedule of the applicable stock option.
(2)	The market value of the stock awards is determined by multiplying the number of shares times $0.49, the fair value of Archemix common stock on December 31, 2007.
(3)	Represents the unexercised portion of an option to purchase 4,250,000 shares of common stock, which vested as to 25% of the shares on April 1, 2004 and as to an additional 6.25% of the shares quarterly thereafter, and is currently fully vested.
(4)	The option vested in full on January 20, 2006.
(5)	Represents the unvested portion of an option to purchase 300,000 shares of common stock, which vested as to 25% of the shares on January 20, 2006 and vests as to an additional 6.25% of the shares quarterly thereafter.
(6)	Represents an option to purchase 450,000 shares of common stock, the vesting of which, as of December 31, 2006, commenced upon the completion of Archemix’s initial public offering and was scheduled to vest quarterly thereafter over 18 months from the completion of the initial public offering. In June 2007, the Archemix board of directors approved an amendment to the vesting schedule of this option that removed the contingency of an initial public offering and provides that the option will vest quarterly as to 12.5% of the shares, with the first tranche having vested on September 7, 2007.
(7)	The option vested in full on January 23, 2007.

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(8)	The option vests as to 25% of the shares on June 7, 2008 and vests as to an additional 6.25% quarterly thereafter.
(9)	The option was repriced effective May 5, 2008 to $0.31 per share.

(10)	The option vested as to 25% of the shares on December 15, 2004 and as to an additional 6.25% quarterly thereafter, and is currently fully vested.
(11)	Represents the unvested portion of an option to purchase 50,000 shares of common stock, which vested as to 25% of the shares on January 20, 2006 and vests as to an additional 6.25% quarterly thereafter.
(12)	The option vests as to 25% of the shares on March 8, 2008 and vests as to an additional 6.25% quarterly thereafter.
(13)	Represents the unvested portion of an option to purchase 400,000 shares of common stock, which vested as to 25% of the shares on November 1, 2005 and vests as to an additional 6.25% quarterly thereafter.
(14)	Represents the unvested portion of an option to purchase 20,000 shares of common stock, which vested as to 25% of the shares on January 23, 2007 and vests as to an additional 6.25% quarterly thereafter.
(15)	Represents the unvested portion of an option to purchase 100,000 shares of common stock, which vested as to 25% of the shares on June 2, 2007 and vests as to an additional 6.25% quarterly thereafter.
(16)	Represents the unvested portion of an option to purchase 400,000 shares of common stock, which vested as to 25% of the shares on September 25, 2007 and vests as to an additional 6.25% quarterly thereafter.
(17)	Represents the unvested portion of 1,200,000 shares of restricted stock subject to Archemix’s repurchase right that lapsed as to 25% of the 1,200,000 shares on February 1, 2007 and lapses as to an additional 6.25% quarterly thereafter.

2007 Option Exercises and Stock Vested

The following table shows information regarding the vesting of stock awards held by each of Archemix’s named executive officers during the fiscal year ended December 31, 2007. There were no options exercised by Archemix’s named executive officers during the fiscal year ended December 31, 2007.

	Stock Awards
	Number
	of Shares
	Acquired		Value Realized
	on Vesting		on Vesting
Name	(#)		($)
Errol De Souza, Ph.D.		—		—
President and Chief Executive Officer
Gregg Beloff		—		—
Vice President, Chief Financial Officer, Secretary and Treasurer
Page Bouchard, D.V.M.		—		—
Senior Vice President, Discovery and Preclinical Development
James Gilbert, M.D.		—		—
Senior Vice President, Chief Medical Officer
Duncan Higgons		525,000		157,500	(1)
Executive Vice President, Business Operations

(1) All shares were acquired at a purchase price of $0.10 per share. The value realized upon vesting consists of $36,000 upon the vesting of 300,000 shares on February 1, 2007 at a fair value of $0.22 per share, $40,500 upon the vesting of 75,000 shares on May 1, 2007 at a fair value of $0.64 per share, $40,500 upon the vesting of 75,000 shares on August 1, 2007 at a fair value of $0.64 per share, and $40,500 upon the vesting of 75,000 shares on November 1, 2007 at a fair value of $0.64 per share.

Pension Benefits

Archemix does not have any qualified or non-qualified defined benefit plans.

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Nonqualified Deferred Compensation

Archemix does not have any non-qualified defined contribution plans or other deferred compensation plans.

Potential Payments Upon Termination or Change in Control

Termination of Employment and Change in Control Arrangements as of December 31, 2007

As of December 31, 2007, the terms of Archemix’s employment agreements with its President and Chief Executive Officer and its Executive Vice President, Business Operations obligated Archemix to make certain payments and provide certain benefits to these officers in the event of a change in control or termination in the case of Dr. De Souza, or in the event of a termination in the case of Mr. Higgons. The following information and table summarizes the potential payments to Dr. De Souza assuming that one of the following described events occurred on December 31, 2007, the last business day of Archemix’s fiscal year. For a discussion of Mr. Higgons’ severance arrangements in effect as of December 31, 2007, see the disclosure provided above the heading “Potential Payments Upon Termination or Change in Control with Respect to Executive Officers of Archemix who will Become Executive Officers of the Combined Company.”

As of December 31, 2007, none of Archemix’s other executive officers had any severance or change in control arrangements with Archemix.

Dr. De Souza, President and Chief Executive Officer

Termination Provisions of Archemix’s Employment Agreement with Dr. De Souza as of December 31, 2007

As of December 31, 2007, Archemix had the right to terminate its employment agreement with Dr. De Souza for cause, without cause, or by providing written notice to Dr. De Souza following Dr. De Souza’s failure due to illness, accident or any other physical or mental incapacity to perform the essential functions of his position for 90 consecutive days or an aggregate of 120 days within any period of 365 consecutive days during the term of the employment agreement, which is referred to herein as a disability termination.

Dr. De Souza had the right to terminate the employment agreement with good reason, or without good reason.

The terms “Cause” and “Good Reason” are defined in the employment agreement and are set forth in the discussion of the employment agreement above under the heading “Director Compensation with Respect to the Combined Company.”

Either Archemix or Dr. De Souza could initiate a termination for any of the above reasons by providing the other party with written notice. The effective date of any termination would be deemed the later of the date on which the termination notice is given and the date specified as the effective date in the termination notice; provided, that in the event of a disability termination, the termination date would be 30 days after receipt by Dr. De Souza or Archemix of the termination notice stating that the termination is a disability termination.

The employment agreement provided for termination immediately upon the death of Dr. De Souza.

Potential Payments to Dr. De Souza in the Event of Termination or a Change in Control as of December 31, 2007

Termination Prior to a Change in Control

Prior to a change in control, if Dr. De Souza’s employment was terminated by Archemix without cause or by Dr. De Souza with good reason, Dr. De Souza was entitled to receive severance pay in an amount equal to 12 months of his base salary, contingent upon Dr. De Souza executing a general release of all claims against Archemix and its officers, directors, employees and affiliates, and a pro-rated amount of his annual target bonus with respect to the year in which the termination occurred. These payments would be paid to Dr. De Souza in cash in a lump sum within 30 days of the termination of employment. In addition, Archemix would

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continue to provide Dr. De Souza with group health insurance and pay the premium, as in effect on the date of his termination, for a period of 12 months following his termination.

Termination Upon or Subsequent to a Change in Control

Upon or subsequent to a change in control, if Dr. De Souza’s employment was terminated by Archemix without cause or by Dr. De Souza with good reason, Dr. De Souza was entitled to the same payments set for above under “Termination Prior to a Change in Control.” Payment of these benefits was subject to Dr. De Souza’s execution of a general release of all claims against Archemix and its officers, directors, employees and affiliates.

Termination in the Event of Death or Disability

In the event of Dr. De Souza’s termination due to his death or disability, Dr. De Souza, or his estate or representatives, was entitled to receive a pro-rated amount of his target annual bonus with respect to the year in which the termination occurred. Payment of these benefits was subject to Dr. De Souza, or his representatives, executing a general release of all claims against Archemix and its officers, directors, employees and affiliates.

Payments to Dr. De Souza in the Event Termination Occurred on December 31, 2007

The following table summarizes the potential payments to Dr. De Souza assuming one of the events described above occurred on December 31, 2007, the last business day of Archemix’s fiscal year.

			Termination Without
	Termination Without		Cause or With Good
	Cause or With Good		Reason Upon or		Termination in the
Benefits Upon	Reason Prior to a		Subsequent to a		Event of Death or
Termination	Change in Control		Change in Control		Disability
Base salary	$	441,000	$	441,000	$	—
Bonus		176,400		176,400		176,400
Continuation of health insurance		11,506		11,506		—
Total	$	628,906	$	628,906	$	176,400

Termination of Employment and Change in Control Arrangements Entered into in 2008

Dr. De Souza, President and Chief Executive Officer

On June 30, 2008, Dr. De Souza’s employment agreement with Archemix was amended to, among other things, modify certain terms of his severance and change in control arrangements with Archemix. For a discussion of these severance and change in control arrangements, and the payments Dr. De Souza will receive in connection with his resignation upon completion of the merger, see the disclosure provided above under the headings “Interests of Archemix’s Directors and Executive Officers in the Merger,” and “Director Compensation with Respect to the Combined Company.”

Archemix’s Other Named Executive Officers

On September 30, 2008, Archemix entered into change in control agreements with each of its executive officers, with the exception of Dr. De Souza. For a discussion of the terms of these agreements, see the disclosure provided above under the heading “Potential Payments Upon Termination or Change in Control with Respect to Executive Officers of Archemix who will Become Executive Officers of the Combined Company.”

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Director Compensation

2007 Director Compensation Table

The following table sets forth a summary of the compensation earned by Archemix’s directors, other than Dr. De Souza during the fiscal year ended December 31, 2007. Mr. Best, Mr. Mulloy, and Dr. Stein will resign immediately prior to completion of the merger. Drs. Barrett, Barkas, Maraganore, and Ross will serve as members of the combined company’s board of directors.

	Option
	Awards			Total
Name	($)(1)			($)
Peter Barrett, Ph.D.(2)		—			—
Alex Barkas, Ph.D.(2)		—			—
Lawrence Best(3)		12,116	(4)		12,116
John Maraganore, Ph.D.(5)		9,704	(4)		9,704
Corey Mulloy(2)		—			—
Michael Ross, Ph.D.(2)		—			—
Robert Stein, M.D., Ph.D.(6)		10,306			10,306

(1)	See Note 8 to Archemix’s audited financial statements for the fiscal year ended December 31, 2007, included elsewhere in this joint proxy statement/prospectus for details as to the assumptions used to calculate the fair value of the option awards. Archemix’s directors will not realize the value of these awards in cash until these awards are exercised and the underlying shares are subsequently sold. See also Archemix’s discussion of stock-based compensation under “Archemix’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.”
(2)	To date, Archemix has not compensated the members of its board of directors who are appointed by its preferred stockholders.
(3)	As of December 31, 2007, the last day of Archemix’s fiscal year, Mr. Best held options to purchase 154,000 shares of common stock, of which 96,000 were vested and 58,000 were unvested but immediately exercisable for shares of restricted stock which are subject to Archemix’s repurchase right that lapses in accordance with the vesting schedule of the applicable option grant. On March 2, 2007, Mr. Best was granted options to purchase 20,000 shares and 8,000 shares of common stock in accordance with Archemix’s director compensation policy, the grant date fair values of which were $8,415 and $3,366, respectively, calculated in accordance with SFAS 123(R).
(4)	Represents compensation expense in 2007, calculated in accordance with SFAS 123(R).
(5)	As of December 31, 2007, the last day of Archemix’s fiscal year, Dr. Maraganore held options to purchase 110,000 shares of common stock, of which 30,000 were vested and 80,000 were unvested but immediately exercisable for shares of restricted stock which are subject to Archemix’s repurchase right that lapses in accordance with the vesting schedule of the applicable option grant. On July 23, 2007, Dr. Maraganore was granted an option to purchase 20,000 shares of common stock in accordance with Archemix’s director compensation policy, the grant date fair value of which was $13,310, calculated in accordance with SFAS 123(R). On May 5, 2008, the exercise price of this option was repriced from $0.64 per share to $0.31 per share, as discussed above in the Compensation Discussion and Analysis.
(6)	Dr. Stein was elected to the Archemix board of directors on March 8, 2007. As of December 31, 2007, the last day of Archemix’s fiscal year, Dr. Stein held an option to purchase 90,000 shares of common stock, none of which were vested but all of which are immediately exercisable for shares of restricted stock which are subject to Archemix’s repurchase right that lapses in accordance with the vesting schedule of the option grant. On March 8, 2007, Dr. Stein was granted an option to purchase 90,000 shares of common stock in accordance with Archemix’s director compensation policy, the grant date fair value of which was $37,869, calculated in accordance with SFAS 123(R).

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Director Compensation Policy

In March 2005, the Archemix board of directors adopted its director compensation policy, pursuant to which Archemix compensates its non-employee directors who are not appointed by Archemix’s preferred stockholders, Mr. Best, Dr. Maraganore and Dr. Stein, for service on the board of directors as follows:

•  Effective on the date of appointment, each director receives a non-qualified stock option to purchase 90,000 shares of common stock. These options are for a period of ten years, and are exercisable for up to 33% percent of the shares on the first anniversary of the vesting commencement date, which is the effective date of the director’s appointment to the board, and for an additional 33% percent of the shares each year thereafter, ending three years after the vesting commencement date.

•  Upon the first anniversary of election to the board, and each such anniversary thereafter, each director receives an option to purchase 20,000 shares of common stock; provided that such director attended a minimum of 75% of the board meetings held in the applicable calendar year. These options are for a period of ten years, and are exercisable for up to 100% of the shares on the first anniversary of the vesting commencement date.

•  The chairperson of the nominating and governance committee or the compensation committee upon election as chairperson receives an additional option to purchase 4,000 shares of common stock. In addition, upon each anniversary of the election as chairperson, such director will receive an option to purchase 4,000 shares of common stock; provided that the chairperson attended a minimum of 75% of the respective committee meetings held in the applicable calendar year. These options are for a period of ten years, and are exercisable for up to 100% of the shares on the first anniversary of the vesting commencement date, which is the date of appointment as chairperson, and each anniversary of such date thereafter.

•  The chairperson of the audit committee upon election as chairperson receives an additional option to purchase 8,000 shares of common stock. In addition, upon each anniversary of the election as chairperson, such director will receive an option to purchase 8,000 shares of common stock; provided that the chairperson attended a minimum of 75% of the audit committee meetings held in the applicable calendar year. These options are for a period of ten years, and are exercisable for up to 100% of the shares offered on the first anniversary of the vesting commencement date, which is the date of appointment as chairperson, and each anniversary of such date thereafter.

All stock options granted to the members of the Archemix board of directors are immediately exercisable for shares of restricted common stock, subject to Archemix’s repurchase right that lapses based on the same vesting schedule as the applicable option.

Pursuant to the terms of the option agreements governing the grants to members of the Archemix board of directors, in the event a director resigns from the board, the vesting of any options granted for service on the board or a committee ceases as of such date, and such director has a period of up to three years from the date of resignation to exercise any option granted as compensation for service on the board of directors to the extent vested on the date of resignation.

Each member of the board is also entitled to receive reimbursement of all reasonable travel and entertainment expenses incurred in connection with attending meetings of the Archemix board of directors and its committees.

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COMPENSATION OF NITROMED’S EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis

This compensation discussion describes the material elements of compensation awarded to, earned by, or paid to NitroMed’s executive officers. In addition, this section discusses the principles underlying NitroMed’s executive compensation policies and decisions and the factors relevant to an analysis of these policies and decisions.

NitroMed’s compensation committee of NitroMed’s board of directors oversees the executive compensation program. In this role, NitroMed’s compensation committee reviews and approves all compensation decisions relating to NitroMed’s named executive officers on at least an annual basis.

NitroMed’s Executive Officers

NitroMed’s only current executive officer is Kenneth Bate, the president and chief executive officer and interim chief financial officer, who is a named executive officer for purposes of the executive compensation disclosure rules of the SEC.

In the executive compensation tables below, pursuant to the requirements of the executive compensation disclosure rules, NitroMed also includes information with respect to the following former executive officers of NitroMed: Argeris Karabelas, Ph.D., former interim president and chief executive officer; James Ham, III, former vice president, chief financial officer, secretary and treasurer; Gerald Bruce, former senior vice president, commercial operations; Jane Kramer, former vice president, corporate affairs; L. Gordon Letts, Ph.D., former senior vice president, research and development and chief scientific officer; and Manuel Worcel, M.D., former chief medical officer.

Philosophy, Objectives and Process

The primary objectives of NitroMed’s compensation committee with respect to executive compensation are to:

•  attract, motivate and retain the best possible executive talent;

•  ensure executive compensation is tied to NitroMed’s corporate strategies and the achievement of NitroMed’s business objectives;

•  promote the achievement of key strategic and financial performance measures by linking short- and long-term cash and equity incentives to the achievement of measurable corporate and individual performance goals; and

•  align executives’ incentives with the creation of stockholder value.

In order to achieve these objectives, NitroMed’s compensation committee evaluates NitroMed’s executive compensation program with the goal of setting compensation at levels the committee believes are competitive with those of other companies of similar size and stage of development in NitroMed’s industry and geographic area that compete with NitroMed for executive talent. In addition, NitroMed’s executive compensation program ties a substantial portion of each executive’s overall compensation to key strategic, financial and operational goals such as clinical trial progress, implementation of appropriate financing strategies, establishment of key strategic business relationships and growth of NitroMed’s customer base. NitroMed also provides a portion of executive compensation in the form of equity incentive awards of NitroMed common stock that vest over time, which NitroMed believes helps to retain executives and aligns their interests with those of NitroMed stockholders by allowing those executives to participate in NitroMed’s longer-term success, as reflected in stock price appreciation.

NitroMed competes with many other companies for executive personnel. Accordingly, NitroMed’s compensation committee generally targets overall compensation for executives near the median of compensation paid to similarly situated executives. Variations to this general target may occur as dictated by the

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experience level of the individual executive as well as by market forces. NitroMed does not believe that it is appropriate to establish compensation levels primarily based on benchmarking. However, NitroMed recognizes that information regarding pay practices at other companies is useful both to ensure that NitroMed’s compensation practices are competitive in the marketplace and to assess the reasonableness of NitroMed’s compensation programs. In making compensation decisions, NitroMed’s compensation committee relies upon data provided by third party sources, including the Radford Biotechnology Surveys. The third-party data on which NitroMed relies compares companies of comparable size, market capitalization, stage of development and geographic presence. Although NitroMed’s compensation committee reviews the total compensation paid to each of NitroMed’s executive officers, NitroMed views each compensation element to be distinct.

Elements of Compensation

The primary elements of NitroMed’s executive compensation program are:

•  base salary;

•  annual cash incentive awards;

•  equity awards;

•  employee benefits, including retirement plans and health, dental and life insurance; and

•  severance and change in control benefits.

NitroMed has no policy, formal or informal, regarding the allocation of compensation between long-term and short-term or between cash and non-cash. NitroMed’s compensation committee reviews information compiled from independent third-party sources and determines subjectively what the appropriate mix of compensation components should be.

Base Salary

Base salaries for NitroMed’s executive officers are established based on the scope of the executive’s responsibilities and his or her prior relevant training, skills, knowledge and experience. In addition, NitroMed’s compensation committee considers salary data provided by third-party sources, as described above. NitroMed believes that executives’ base salaries should generally target the median range of salaries for executives with similar responsibilities in companies of comparable size and scope to NitroMed. NitroMed’s compensation committee also evaluates each executive’s base salary in reference to the other components of the executive’s compensation to ensure that the executive’s total compensation is in line with NitroMed’s overall compensation philosophy.

Initially, NitroMed’s executives’ base salaries are generally set pursuant to the terms of an employment offer letter agreement that NitroMed enters into with each executive officer. NitroMed’s compensation committee then reviews the base salaries of executives on at least an annual basis. If necessary, base salaries are adjusted by NitroMed’s compensation committee from time to time in order to reflect the promotion of an executive officer or to realign salaries with market levels, after taking into account such factors as individual performance, scope of responsibility and experience. In addition, base salaries for all employees, including NitroMed’s executive officers, are reviewed with respect to overall company performance. In January 2007, the independent members of NitroMed’s board of directors approved an overall merit increase for all employees, including NitroMed’s executive officers, in the amount of 4% over 2006 salary levels. The independent members of NitroMed’s board took this action, as they have similarly done in recent years, to account for increases in inflation and cost of living.

In January 2007, Dr. Karabelas relinquished his responsibilities as interim president and chief executive officer and Kenneth M. Bate was appointed as NitroMed’s president and chief executive officer and elected a director. Upon his appointment as president and chief executive officer, Mr. Bate relinquished his responsibilities as NitroMed’s chief financial officer, chief operating officer, treasurer and secretary. Also in January 2007, James Ham, III, NitroMed’s then-vice president of finance, was appointed as NitroMed’s vice president, chief financial officer, treasurer and secretary. In recommending the base salary levels for Mr. Bate and

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Mr. Ham in their new positions, NitroMed’s compensation committee reviewed the salaries earned by executives in other companies in a comparable position to NitroMed’s. NitroMed’s compensation committee also analyzed each executive’s base salary in reference to performance, scope of responsibility and experience.

Annual Cash Incentive Awards

NitroMed’s executive officers are generally each eligible to receive an annual cash incentive award. These discretionary annual cash incentive awards are intended to provide incentives and to compensate executives for the achievement of both individual performance objectives and company-wide strategic, operational and financial goals. The target amounts of these annual cash incentive awards are calculated as a percentage of the applicable executive’s base salary, with higher ranked executives typically compensated at a higher target percentage of base salary.

NitroMed’s compensation committee works with the chief executive officer to develop corporate and individual goals that the committee believes can reasonably be achieved by each executive over the next year. NitroMed’s compensation committee reviews the company-wide goals and individual performance goals for each executive, the weighting of various goals for each executive and determines the formula used in determining potential bonus amounts based upon the achievement of those goals.

Individual performance objectives are based upon the particular area of expertise of the executive and the executive’s performance in attaining those objectives. In 2007, NitroMed’s corporate goals included objectives with respect to sales of NitroMed’s commercial product, BiDil^® (isosorbide dinitrate/hydralazine hydrochloride); improving preferred coverage of BiDil through managed care plans; management of operating expenses; achievement of a financing transaction; and continued development of an extended release version of BiDil, known as BiDil XR^tm.

In determining its recommendation for fiscal 2007 discretionary cash incentive awards, NitroMed’s compensation committee reviewed the goals established at the beginning of 2007 and assessed the level to which each goal had been achieved. The committee also reviewed the relative weight that had been attributed to each goal. In addition, the committee reviewed and assessed NitroMed’s strategic position at the end of 2007. After discussing and analyzing the results of NitroMed’s efforts in 2007, NitroMed’s compensation committee determined to pay all non-sales employees, including NitroMed’s executive officers, annual cash incentive awards at 75% of target level.

The target award for each named executive officer as a percentage of base salary and the amounts earned for fiscal 2007 are as set forth below.

	Cash Incentives
	Award as a
	Target			Cash Incentive Award
	Percentage of			Amount Paid for 2007
Name	Base Salary			Service
Kenneth Bate		50	%	$	144,375
James Ham, III		35	%		63,656
Gerald Bruce		50	%		90,000
Jane Kramer		35	%		58,094

Dr. Letts and Dr. Worcel, as part-time employees and pursuant to their May 2007 transition agreement and March 2007 employment offer letter, respectively, were not eligible to receive an annual cash incentive award for service in 2007. In addition, Dr. Karabelas relinquished his responsibilities as interim president and chief executive officer in January 2007, and therefore was ineligible to receive a cash incentive award. Pursuant to his employment offer letter, Mr. Bruce is entitled to receive a guaranteed annual cash incentive award in the amount of $90,000 for the years 2006, 2007 and 2008.

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Equity Awards

NitroMed’s equity incentive program is the primary vehicle NitroMed utilizes to create long-term incentives for executive officers. NitroMed believes that equity grants provide executives with a direct, tangible link to NitroMed’s long-term performance and success. The vesting schedules for NitroMed’s equity awards complement NitroMed’s executive retention objectives by providing an incentive for executive officers to remain in NitroMed’s employ for the duration of the vesting period. In addition, equity awards further align the interests of NitroMed’s executive officers and NitroMed’s stockholders. In determining the size of equity awards to NitroMed’s executive officers, NitroMed’s compensation committee considers third-party data related to executives in comparable positions, the executive’s individual performance, the number of equity awards previously granted to the executive, NitroMed’s performance and the recommendations of NitroMed’s management.

NitroMed’s compensation committee generally makes an initial equity award to new executives upon their hiring and then makes annual equity awards as part of NitroMed’s overall compensation program. These annual equity awards are typically granted to executives in conjunction with the review of the executive’s individual performance and the achievement of company-wide objectives, which generally takes place at a meeting of NitroMed’s compensation committee held in the first quarter of each year. Additional equity awards may be made at meetings of NitroMed’s compensation committee throughout the year in connection with an executive’s promotion or if NitroMed’s compensation committee determines that it is in NitroMed’s best interests to make an additional award to an individual or group of executive officers. All equity awards to executive officers are approved by either NitroMed’s compensation committee or a majority of NitroMed’s independent directors. Compensation committee meetings at which equity awards are made are scheduled without regard to anticipated earnings or other major announcements. NitroMed’s compensation committee reviews all components of an executive’s compensation when determining annual equity awards to ensure that an executive’s total compensation conforms to NitroMed’s overall philosophy and objectives. NitroMed does not have any equity ownership guidelines for executive officers.

Stock Option Awards.  NitroMed’s equity awards have typically taken the form of grants of options to purchase shares of NitroMed common stock. NitroMed’s compensation committee sets the exercise price of all stock options to equal the closing price of NitroMed common stock as reported on The NASDAQ Global Market on the date of grant of the stock option. Typically, the options to purchase shares of NitroMed common stock that NitroMed’s compensation committee grants to executive officers vest in annual increments of 25% per year over the first four years of a ten-year option term. Vesting and exercise rights generally cease 90 days after the termination of an executive officer’s employment, except in the case of death or disability. Prior to the exercise of an option, the holder of the option has no rights as a stockholder with respect to the shares of common stock subject to the option, including voting rights and the right to receive dividends or dividend equivalents.

In January 2007, in connection with the cessation of Dr. Karabelas’ employment as NitroMed’s interim chief executive officer and president, the independent members of NitroMed’s board of directors modified the terms of certain option grants previously made to Dr. Karabelas in order to extend the exercise term of the vested portion of the options from three months following the cessation of Dr. Karabelas’ employment to five years following the cessation of employment. The independent directors took this action in recognition of Dr. Karabelas’ past service and contributions to NitroMed.

In May 2007, NitroMed entered into a transition agreement with Dr. Letts, pursuant to which he relinquished his responsibilities as NitroMed’s senior vice president, research and development and chief scientific officer and became NitroMed’s scientific and technology advisor. In conjunction with the execution of the transition agreement, NitroMed’s compensation committee modified each of Dr. Letts’ outstanding option agreements to extend the period of exercisability of the vested portion of the options to two years following the end of the term of the transition agreement in May 2008. In addition, in the event of an early termination of the transition agreement by NitroMed, any of Dr. Letts’ options that would have vested during the part-time period but for the early termination of the part-time period will vest immediately as of the date

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of the early termination. NitroMed’s compensation committee took this action in recognition of Dr. Letts’ past service and contributions to NitroMed.

In January 2008, in connection with Manuel Worcel’s relinquishment of his responsibilities as chief medical officer, NitroMed’s compensation committee modified the terms of certain option grants previously made to Dr. Worcel in order to extend the term of exercisability of the vested portion of the options from three months following the cessation of Dr. Worcel’s employment to six months following the cessation of employment. NitroMed’s compensation committee took this action in recognition of Dr. Worcel’s past service and contributions to NitroMed.

Restricted Stock Awards.  In March and April 2007, NitroMed’s compensation committee granted awards of restricted common stock to key employees and executive officers. These restricted stock awards are intended to help retain employees, including executive officers, by providing an opportunity for substantial capital appreciation and more predictable long-term incentive value.

Pursuant to the terms and conditions of each restricted stock award, the restricted shares vest on the following schedule: 25% of the restricted shares vested on the date that was six months after the grant date; 25% of the restricted shares vested on the first anniversary of the grant date; and 50% of the restricted shares vest on the second anniversary of the grant date. Upon a change in control of NitroMed or upon the termination of the officer’s employment without cause, all unvested restricted shares shall immediately vest in full. In the event that the executive officer ceases to be employed by NitroMed for any reason or no reason, except as described in the preceding sentence, all of the restricted shares that are unvested at the time of the termination of employment will be immediately and automatically forfeited to NitroMed, without the payment of any consideration to the executive officer.

Benefits and Other Compensation

NitroMed maintains broad-based benefits that are provided to all employees, including health insurance, life and disability insurance, dental insurance and participation in a 401(k) plan. Executives are eligible to participate in all of NitroMed’s employee benefit plans, in each case on the same basis as other employees. With respect to NitroMed’s 401(k) plan, NitroMed matches employee contributions with shares of NitroMed common stock, subject to certain limitations and vesting rules.

Pursuant to the terms of their offer letter agreements, during 2007 NitroMed reimbursed certain executive officers for expenses related to relocation to the Boston area, including for such items as moving household contents, buying and selling commissions and temporary housing. In addition, NitroMed provided certain executives with cost of living payments that were designed to assist those executives in their transition to the Boston area.

NitroMed also utilizes cash signing bonuses when certain executives and senior non-executives join NitroMed. Whether a signing bonus is paid and the amount thereof is determined on a case-by-case basis under the specific hiring circumstances. For example, NitroMed will consider paying signing bonuses to compensate for amounts forfeited by an executive upon terminating prior employment and/or to create additional incentive for an executive to join NitroMed.

From time to time, NitroMed also utilizes cash bonuses designed to retain key executives and employees. In January 2008, in conjunction with the implementation of a restructuring plan that includes the discontinuation of active promotional activities for BiDil and reductions in employee headcount, NitroMed entered into retention agreements with Mr. Bate and Mr. Ham and NitroMed entered into a retention and separation agreement with Ms. Kramer, which are described below under the heading “Retention Agreements.”

Severance and Change in Control Benefits

NitroMed has entered into change in control agreements with NitroMed’s executive officers. In addition, NitroMed has established an executive severance benefit plan in which NitroMed’s executive officers participate. The terms of the executive severance benefit plan provide that officers must relinquish any severance benefits they would receive pursuant to their respective employment offer letters in order to

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participate in the plan. Pursuant to these arrangements, NitroMed’s executive officers are entitled to specified benefits in the event of a termination of their employment under specified circumstances, including termination following a change in control of NitroMed. NitroMed has provided more detailed information regarding these benefits, as well as estimates of their value under various circumstances, below under the heading, “Potential Payments Upon Termination or Change in Control”.

In connection with Mr. Bruce’s cessation of employment in March 2008, Mr. Bruce will receive an aggregate amount of $447,261, representing salary and benefit continuation for a period of twelve months pursuant to NitroMed’s executive severance benefit plan, as well as bonus, housing allowance and cost of living payments pursuant to his separation agreement. In connection with Ms. Kramer’s cessation of employment in April 2008, Ms. Kramer will receive an aggregate amount of up to $235,998, representing salary and benefit continuation for a period of up to twelve months pursuant to NitroMed’s executive severance benefit plan.

NitroMed has reviewed the practices of comparable companies, and believes that NitroMed’s severance and change in control benefits are generally in line with severance benefits provided to executives in comparable circumstances. NitroMed’s change in control agreements, which address what benefits an executive would receive in the event that his or her employment were terminated as a result of a change in control of NitroMed, are structured on a “double trigger” basis. The “double trigger” structure means that a change in control of the company does not itself trigger the benefits offered under the agreement; rather, benefits are only paid if the executive’s employment is terminated during a specified period after the change in control. NitroMed believes that a “double trigger” benefit maximizes shareholder value by preventing an unintended windfall to executives in the event of a “friendly” change in control, while also providing NitroMed’s executives with appropriate incentives to cooperate in negotiating any potential change in control transaction which they believe may result in the termination of their employment.

Retention Agreements

In January 2008, NitroMed announced the implementation of a restructuring plan that includes the discontinuation of active promotional activities for BiDil and substantial reductions in employee headcount. In conjunction with this restructuring action, in January 2008 NitroMed entered into retention agreements with certain of NitroMed’s named executive officers in order to provide an additional financial incentive for those officers to remain with NitroMed during a challenging period of time for the company. Pursuant to the terms of the retention and separation agreement that NitroMed entered into with Ms. Kramer, Ms. Kramer earned a retention payment in the amount of $48,910 upon her separation of employment in April 2008. For a discussion of the terms of these retention agreements, see “Potential Payments Upon Termination or Change in Control” below.

Tax Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction for compensation in excess of $1.0 million paid to NitroMed’s chief executive officer and NitroMed’s four other most highly paid executive officers. Qualifying performance-based compensation is not subject to the deduction limitation if specified requirements are met. NitroMed periodically reviews the potential consequences of Section 162(m) and NitroMed generally intends to structure the performance-based portion of executive compensation, where feasible, to comply with exemptions in Section 162(m) so that the compensation remains tax deductible to NitroMed. However, NitroMed’s compensation committee may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

Effective January 1, 2006, NitroMed has accounted for share-based payments in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123(R), or SFAS 123R. To date, the adoption of SFAS 123R has not had a material impact on NitroMed’s executive compensation policies and practices.

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Summary Compensation Table

The table below sets forth the total compensation paid or accrued for the fiscal years ended December 31, 2007 and 2006 to (i) all individuals serving as NitroMed’s principal executive officer during fiscal year 2007, (ii) all individuals serving as NitroMed’s principal financial officer during fiscal year 2007, (iii) each of NitroMed’s three most highly compensated other executive officers who were serving as executive officers on December 31, 2007 and (iv) one additional person for whom disclosure would have been required pursuant to the proxy rules but for the fact that the individual was not serving as an executive officer on December 31, 2007, provided that in the case of (iii) and (iv) each person’s total annual compensation exceeded $100,000 for the year ended December 31, 2007. NitroMed refers to these officers collectively as NitroMed’s named executive officers.

											Non-Equity
							Stock		Option		Incentive Plan		All Other
					Bonus		Awards		Awards		Compensation		Compensation
Name and Principal Position	Year		Salary ($)		($)		($)(1)		($)(2)		($)(3)		($)		Total ($)
Kenneth Bate(4)		2007		381,958		—		—		898,308		144,375		23,683		1,448,324
President and Chief Executive Officer and Interim Chief Financial Officer		2006		236,539		50,000		—		747,518		90,000		1,021		1,125,078
Argeris Karabelas, Ph.D.(5)		2007		—		—		—		539,976		—		34,000		573,976
Former Interim President and Chief Executive Officer		2006		—		—		—		1,528,124		—		81,000		1,609,124
James Ham, III(6)		2007		241,713		—		69,611		316,295		63,656		19,415		710,690
Former Vice President, Chief Financial Officer, Treasurer and Secretary		2006		206,816		—		—		378,253		32,250		16,481		633,800
Gerald Bruce(7)		2007		239,533		—		78,999		184,043		90,000		127,488		720,063
Former Senior Vice President, Commercial Operations		2006		199,269		45,000		—		275,028		90,000		83,220		692,517
Jane Kramer(8)		2007		221,312		—		63,529		248,653		58,094		22,884		614,472
Former Vice President, Corporate Affairs		2006		212,800		—		—		331,060		44,688		93,961		682,509
L. Gordon Letts, Ph.D.(9)		2007		292,754		11,250		—		823,938		—		23,970		1,151,912
Former Senior Vice President, Research and Development and Chief Scientific Officer		2006		270,217		25,000		—		826,318		56,746		23,998		1,202,279
Manuel Worcel, M.D.(10)		2007		277,401		—		—		491,230		—		17,386		786,017
Former Chief Medical Officer		2006		206,744		—		—		624,039		—		16,720		847,503

(1)	The fair value amount for grants of restricted common stock has been determined applying the principles outlined in SFAS 123R.
(2)	The fair value amount for options has been determined using the Black-Scholes option pricing model and applying the principles outlined in SFAS 123R.
(3)	The amounts listed in 2007 reflect cash incentive awards paid in fiscal year 2008 with respect to performance measures achieved in fiscal year 2007. The amounts listed in 2006 reflect cash incentive awards paid in fiscal year 2007 with respect to performance measures achieved in fiscal year 2006.
(4)	The amount listed under “All Other Compensation” in 2007 includes $15,706 related to health and dental benefits, $2,191 related to premiums on group life insurance and $5,786 related to 401(k) plan matching contributions. The amount listed under “Bonus” in 2006 reflects a sign-on bonus paid to Mr. Bate pursuant to his March 2006 employment offer letter. The amount listed under “All Other Compensation” in 2006 represents the payment of premiums with respect to group life insurance.
(5)	Dr. Karabelas was appointed NitroMed’s interim president and chief executive officer in March 2006 and relinquished his responsibilities in January 2007. The amount listed under “All Other Compensation” in

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	2007 includes $34,000 paid with respect to service on NitroMed’s board of directors. The amount listed under “All Other Compensation” in 2006 includes $40,000 paid with respect to cost of living expenses and $41,000 paid with respect to service on NitroMed’s board of directors. Additional information regarding compensation earned by Dr. Karabelas for his service on NitroMed’s board is included under the headings “Compensation of Directors” and “Director Compensation Table” below.
(6)	Mr. Ham relinquished his responsibilities as NitroMed’s vice president, chief financial officer, treasurer and secretary in April 2008. Mr. Ham was appointed NitroMed’s vice president, chief financial officer, treasurer and secretary in January 2007, having previously served as NitroMed’s vice president, finance since September 2004. The amount listed under “All Other Compensation” in 2007 includes $15,429 related to health and dental benefits, $2,167 related to premiums on group life insurance and $1,819 related to 401(k) plan matching contributions. The amount listed under “All Other Compensation” in 2006 includes $14,566 related to health and dental benefits and $1,915 related to premiums on group life insurance.
(7)	Mr. Bruce relinquished his responsibilities as NitroMed’s senior vice president, commercial operations in March 2008. The amount listed under “All Other Compensation” in 2007 includes $15,429 related to health and dental benefits, $2,158 related to premiums on group life insurance, $5,410 related to 401(k) plan matching contributions, $30,000 paid as a cost of living adjustment benefit and $74,491 related to housing reimbursement, including payment for state and federal taxes. The amount listed under “Bonus” in 2006 reflects a sign-on bonus paid to Mr. Bruce pursuant to his January 2006 employment offer letter. The amount listed under “All Other Compensation” in 2006 includes $15,175 related to health and dental benefits, $27,500 paid as a cost of living adjustment benefit and $40,545 related to temporary housing reimbursement, including payment for state and federal taxes.
(8)	Ms. Kramer relinquished her responsibilities as NitroMed’s vice president, corporate affairs in April 2008. The amount listed under “All Other Compensation” in 2007 includes $14,135 related to health and dental benefits, $2,098 related to premiums on group life insurance and $6,651 related to 401(k) plan matching contributions. The amount listed under “All Other Compensation” in 2006 includes $14,566 related to health and dental benefits, $449 related to premiums on group life insurance, $8,854 related to 401(k) plan matching contributions and $70,092 paid with respect to reimbursement of relocation expenses, including payment for state and federal taxes.
(9)	NitroMed entered into a transition agreement with Dr. Letts in May 2007, pursuant to which Dr. Letts relinquished his responsibilities as NitroMed’s senior vice president, research and development and chief scientific officer in May 2007 and became NitroMed’s scientific and technology advisor. The amount listed under “Bonus” in 2007 reflects an achievement bonus paid to Dr. Letts in connection with the licensing of certain non-strategic intellectual property rights, pursuant to the terms of his May 2007 transition agreement. The amount listed under “All Other Compensation” in 2007 includes $15,429 related to health and dental benefits, $2,191 related to premiums on group life insurance and $6,350 related to 401(k) plan matching contributions. The amount listed under “Bonus” in 2006 reflects a retention bonus paid to Dr. Letts in March 2006. The amount listed under “All Other Compensation” in 2006 includes $14,566 related to health and dental benefits, $1,132 related to premiums on group life insurance and $8,300 related to 401(k) plan matching contributions.

(10) Dr. Worcel served as NitroMed’s chief medical officer from March 2007 to January 2008 and as NitroMed’s medical and scientific advisor from January 2006 to March 2007. Dr. Worcel previously served as NitroMed’s chief medical officer from August 2003 to January 2006. The amount listed under “All Other Compensation” in 2007 includes $15,429 related to health and dental benefits and $1,957 related to premiums on group life insurance. The amount listed under “All Other Compensation” in 2006 includes $14,566 related to health and dental benefits and $2,154 related to premiums on group life insurance.

Employment Agreement with Kenneth Bate

For a discussion of employment, severance, change of control and retention agreements by and between NitroMed and Mr. Bate, see the disclosure set forth above under “NitroMed Employment Agreement with

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Kenneth Bate” and “Potential Payments Upon Termination or Change in Control with respect to Kenneth Bate”.

Agreements with Former Officers

Argeris Karabelas, Ph.D.  In January 2007, Dr. Karabelas relinquished his responsibilities as NitroMed’s interim president and chief executive officer. In March 2006, NitroMed entered into an employment offer letter with Dr. Karabelas, which terminated in connection with the relinquishment of his responsibilities. The offer letter specified an initial annual base salary of $361,000, subject to adjustments. In addition, the offer letter provided that, should NitroMed’s compensation committee approve an annual bonus for fiscal year 2006, Dr. Karabelas would be eligible for a discretionary award of up to 50% of his annualized base salary. Pursuant to the terms of the offer letter, NitroMed’s independent directors granted Dr. Karabelas an option to purchase 225,000 shares of NitroMed’s common stock pursuant to the terms of NitroMed’s 2003 stock incentive plan. The option vested in 12 equal monthly installments beginning on the first month anniversary of the grant date, subject to Dr. Karabelas’ continued employment, with an exercise price equal to $7.83 per share. The terms of the offer letter provided that all unvested shares would vest and become immediately exercisable in full in the event of a change of control of NitroMed. In May 2006, in consideration for Dr. Karabelas’ agreement to forego the salary and bonus to which he otherwise would have been entitled pursuant to his employment offer letter, NitroMed’s independent directors granted Dr. Karabelas an option to purchase 200,000 shares of NitroMed’s common stock at an exercise price equal to $4.12 per share. This option vested and became exercisable immediately upon grant. In connection with Dr. Karabelas’ relinquishment of his responsibilities in January 2007, the independent members of NitroMed’s board modified the terms of the option grants made to Dr. Karabelas in March and May 2006 in order to extend the term of exercisability of the vested portion of the options from three months following the cessation of Dr. Karabelas’ employment to five years following the cessation of employment.

James Ham, III.  In September 2004, Mr. Ham became NitroMed’s vice president of finance. In January 2007, Mr. Ham was appointed NitroMed’s vice president, chief financial officer, treasurer and secretary. In conjunction with this appointment, NitroMed’s independent directors established Mr. Ham’s 2007 salary at $242,500. In addition, NitroMed’s compensation committee subsequently set Mr. Ham’s discretionary cash incentive award target at 35% of his annualized base salary, and granted Mr. Ham an option to purchase 25,000 shares of NitroMed’s common stock at an exercise price equal to $3.22 per share, which vests and becomes exercisable over four years in equal annual installments, subject to Mr. Ham’s continued employment. Mr. Ham ceased to serve as NitroMed’s vice president, chief financial officer, treasurer and secretary on April 11, 2008.

Gerald Bruce.  In January 2006, NitroMed entered into an employment offer letter with Mr. Bruce, pursuant to which Mr. Bruce became NitroMed’s vice president of sales. Pursuant to the terms of the offer letter, which terminated in connection with Mr. Bruce’s separation of employment, NitroMed agreed to pay Mr. Bruce an annual base salary of $220,000, subject to adjustments thereafter as determined by NitroMed’s board. The offer letter specified that Mr. Bruce would be entitled to a sign-on bonus in the amount of $45,000. The offer letter further provided that Mr. Bruce would be entitled to a discretionary cash incentive award target of 50% of his annual base salary, based upon performance and the achievement of goals and objectives. The offer letter provided that Mr. Bruce would be guaranteed a minimum annual bonus payment in the amount of $90,000 for the performance years of 2006, 2007 and 2008. Pursuant to the terms of the offer letter, Mr. Bruce was also entitled to receive a monthly cost of living adjustment payment in the amount of $2,500 for 36 months beginning on the first month of his employment. The offer letter, as subsequently modified, also provided that NitroMed would reimburse Mr. Bruce up to a sum of $103,000, to be grossed up to account for applicable taxes, for relocation expenses and temporary housing. In connection with the commencement of his employment, Mr. Bruce was granted an option to purchase 40,000 shares of NitroMed’s common stock at an exercise price equal to $12.03 per share, which vested and became exercisable over four years in equal annual installments, subject to Mr. Bruce’s continued employment. In April 2006, NitroMed also entered into a letter agreement with Mr. Bruce, pursuant to which NitroMed agreed to pay Mr. Bruce $30,000 to help offset future

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relocation costs in the event his employment was terminated or his position was involuntarily and materially changed prior to June 30, 2008.

In February 2008, NitroMed entered into a separation agreement with Mr. Bruce, pursuant to which Mr. Bruce relinquished his responsibilities as senior vice president, commercial operations on March 15, 2008. Pursuant to the terms of the separation agreement, NitroMed agreed to continue to reimburse Mr. Bruce with respect to the above-referenced relocation and temporary housing allowance through June 2008. The separation agreement also affirmed that Mr. Bruce is entitled to the above-referenced payment in the amount of $30,000 to help offset future relocation costs. In addition, if a change in control in NitroMed occurs prior to December 31, 2008, Mr. Bruce will be entitled to receive a lump sum cash payment equal to 2.0 multiplied by (a) his highest annual base salary during the two-year period prior to the change in control date and (b) the highest of the following three cash incentive award scenarios: the average of his last two annual cash incentive award amounts received, his existing cash incentive award target or his existing cash incentive award guarantee; provided, however, that this cash payment will be reduced by the amount of severance payments that Mr. Bruce received pursuant to the terms of NitroMed’s executive severance benefit plan. In connection with Mr. Bruce’s cessation of employment in March 2008, Mr. Bruce will receive an aggregate amount of $447,261, representing salary and benefit continuation for a period of twelve months pursuant to NitroMed’s executive severance benefit plan, as well as relocation and temporary housing allowance payments and cost of living payments set forth in his separation agreement.

Jane Kramer.  In August 2005, NitroMed entered into an employment offer letter with Ms. Kramer, pursuant to which Ms. Kramer became NitroMed’s vice president of corporate communications. Pursuant to the terms of the offer letter, which terminated in connection with her separation of employment, NitroMed agreed to pay Ms. Kramer an annual base salary of $210,000, subject to adjustments thereafter as determined by NitroMed’s board. The offer letter specified that Ms. Kramer would be entitled to a sign-on bonus of $40,000 in lieu of an annual performance bonus for fiscal year 2005. In addition, the offer letter provided that, should NitroMed’s compensation committee approve an annual bonus beginning in fiscal year 2006, Ms. Kramer would be eligible for a discretionary cash incentive award target of 23% of her annualized base salary. The offer letter also provided that we would reimburse Ms. Kramer up to a sum of $40,000 to defray the expenses associated with relocating to Massachusetts. Pursuant to the terms of the offer letter, Ms. Kramer was granted an option to purchase 42,000 shares of NitroMed’s common stock at an exercise price equal to $19.30 per share, which vested and became exercisable over four years in equal annual installments, subject to Ms. Kramer’s continued employment.

In January 2008, NitroMed entered into a retention and separation agreement with Ms. Kramer, pursuant to which Ms. Kramer relinquished her responsibilities as vice president of corporate affairs on April 15, 2008. The terms of the agreement provide that Ms. Kramer will receive, as incentive to remain employed by NitroMed until the earlier of (i) April 15, 2008 or (ii) termination in connection with a change in control, a payment equal to the sum of (a) 50% of her annualized base salary for a three month period plus (b) 100% of her target 2008 cash incentive award, pro-rated for three months. The terms of the agreement provide that these sums will be paid in a lump sum, less applicable state and federal taxes, within ten days of April 15, 2008. The agreement further provides that in order to receive the retention benefits set forth above, Ms. Kramer must remain employed by us until April 15, 2008. In accordance with the terms of the agreement, Ms. Kramer earned a retention payment in the amount of $48,910 upon her separation of employment in April 2008. Pursuant to the terms of the agreement, Ms. Kramer agrees to cooperate with NitroMed following her separation from the company in order to assist NitroMed in any matter relating to her services to the company or in the defense or prosecution of any claims or actions. Pursuant to the terms of the agreement, Ms. Kramer also provided NitroMed with a complete waiver and release of all claims that she may have against NitroMed. In addition, in connection with Ms. Kramer’s cessation of employment in April 2008, Ms. Kramer will receive an aggregate amount of up to $235,998, representing salary and benefit continuation for a period of up to twelve months pursuant to NitroMed’s executive severance benefit plan.

In October 2008, NitroMed entered into a consulting agreement with Ms. Kramer, pursuant to which Ms. Kramer provides NitroMed with consulting services related to corporate communications and investor relations, and NitroMed compensates Ms. Kramer at a rate of $175.00 per hour. The initial term of the

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consulting agreement runs until April 30, 2009, and the agreement provides that either party may terminate the agreement upon ten days written notice. The consulting agreement also imposes customary obligations regarding inventions and proprietary information, which obligations are retroactively effective as of the date of Ms. Kramer’s separation of service. Prior to entering into this agreement, Ms. Kramer provided consulting services to NitroMed from time to time at an hourly rate of $250.00 per hour pursuant to an oral arrangement.

L. Gordon Letts, Ph.D.  In May 2007, NitroMed entered into a transition agreement with Dr. Letts, pursuant to which he resigned as NitroMed’s senior vice president, research and development and chief scientific officer. Pursuant to the terms of the transition agreement, the terms of the offer letter that NitroMed had previously entered into with Dr. Letts in November 1993 were superseded. The transition agreement provides that, for a period of twelve months following May 2007, Dr. Letts will continue as an at-will, non-executive, part-time employee in the capacity of scientific and technology advisor, for which he will receive an annualized salary of $300,000. The transition agreement provides that Dr. Letts will not be eligible to participate in NitroMed’s annual cash incentive award program. Pursuant to the terms of the transition agreement, if the 12-month part-time period is terminated by NitroMed without cause (excluding a termination in connection with a change in control), Dr. Letts is entitled to receive: (i) that portion of his annual salary that has not already been paid during the part-time period, (ii) a continuation of his annualized salary for an additional 12 months and (iii) contributions to the cost of COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage for a period of 12 to 18 months, depending on the time of termination. The transition agreement further provides that if the part-time period concludes in the ordinary course, Dr. Letts shall be entitled to receive (i) continuation of his then-current annual base salary for a period of 12 months and (ii) COBRA contributions for a period of 12 months from the conclusion of the part-time period in the normal course.

Pursuant to the terms of the transition agreement, if a change in control occurs during the part-time period and Dr. Letts’ employment is terminated without cause or for good reason within 12 months following the change in control, he is entitled to receive a lump sum cash payment representing his base salary through the date of termination, any deferred but unpaid compensation, any accrued vacation pay and a severance payment amount equal to his highest annual base salary during the two-year period prior to the change in control date. Dr. Letts will also be entitled to continuation of benefits for a period of 12 months after the date of termination, subject to offset if a subsequent employer offers benefits on terms at least as favorable as those offered by NitroMed. In addition, 100% of the then outstanding and unexercisable options to purchase shares of NitroMed common stock held by Dr. Letts will become immediately exercisable in full. The terms of the transition agreement also provide that if NitroMed enters into an agreement relating to the sale, licensing or co-promotion of certain intellectual property rights during the part-time period, Dr. Letts will receive an amount equal to 1.5% of any upfront cash payment made to NitroMed pursuant to that transaction.

Pursuant to the terms of the transition agreement, each of Dr. Letts’ outstanding option agreements was modified upon execution of the transition agreement to provide that (a) upon the conclusion of the part-time period in the normal course, the period of exercisability of the vested portion of the options shall be two years following such cessation of employment and (b) in the case of an early termination of the part-time period by us without cause (excluding a termination in connection with a change in control), (i) any options that would have vested during the part-time period but for the early termination of the part-time period will vest immediately as of the date of the early termination and (ii) the period of exercisability of the vested portion of the options shall equal the sum of (X) two years and (Y) the number of days remaining in the part-time period following the date of the early termination of the part-time period.

Manuel Worcel, M.D.  Dr. Worcel served as NitroMed’s chief medical officer from August 2003 to January 2006 and from March 2007 to January 2008. Dr. Worcel served as NitroMed’s medical and scientific advisor from January 2006 to March 2007. Dr. Worcel previously served as NitroMed’s president from September 1993 to August 2003 and as NitroMed’s chief executive officer and director from July 1993 to August 1997. In January 2006, NitroMed entered into an employment offer letter with Dr. Worcel, pursuant to which Dr. Worcel relinquished his responsibilities as NitroMed’s chief medical officer and became NitroMed’s medical and scientific advisor. Pursuant to the terms of the 2006 offer letter, NitroMed agreed to pay Dr. Worcel an annual base salary of $200,000, based on 2 full time days of service per week, subject to

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adjustments in accordance with normal business practices. The 2006 offer letter specified that Dr. Worcel would not be eligible to participate in NitroMed’s annual cash incentive award program. In March 2007, NitroMed entered into a new employment offer letter with Dr. Worcel, pursuant to which Dr. Worcel re-assumed his duties as NitroMed’s chief medical officer. Pursuant to the terms of the 2007 offer letter, NitroMed agreed to pay Dr. Worcel an annual base salary of $300,000, based on 3 full time days of service per week, subject to adjustments in accordance with normal business practices. The 2007 offer letter specified that Dr. Worcel would not be eligible to participate in NitroMed’s annual cash incentive award program. Dr. Worcel ceased to serve as NitroMed’s chief medical officer on January 17, 2008 and his March 2007 offer letter terminated.

Grants of Plan-Based Awards

The following table sets forth certain information concerning grants of awards pursuant to plans made to NitroMed’s named executive officers during the fiscal year ended December 31, 2007.

												All Other
												Stock
										All Other		Awards:		Exercise		Grant Date
										Stock Awards:		Number of		or Base		Fair Value of
				Estimated Future Payouts Under Non-Equity						Number of		Securities		Price of		Stock and
				Incentive Plan Awards (2)						Shares of		Underlying		Option		Option
	Grant			Threshold				Maximum		Stock or Units		Options		Awards		Awards
Name	Date(1)			($)		Target ($)		($)		(#)		(#)		($)(3)		($)(4)
Kenneth Bate		—			—		192,500		—		—		—		—		—
		01/19/2007			—		—		—		—		500,000		2.65		785,000
Argeris Karabelas, Ph.D.		05/25/2007	(5)		—		—		—		—		15,000		2.67		25,800
James Ham, III		—			—		84,875		—		—		—		—		—
		03/16/2007			—		—		—		—		25,000		3.22		47,500
		03/16/2007	(6)		—		—		—		54,129		—		—		174,295
Gerald Bruce		—			—		120,000		—		—		—		—		—
		03/16/2007	(6)		—		—		—		61,429		—		—		197,801
Jane Kramer		—			—		77,459		—		—		—		—		—
		03/16/2007	(6)		—		—		—		49,400		—		—		159,068
L. Gordon Letts, Ph.D.		—			—		—		—		—		—		—		—
Manuel Worcel, M.D.		—			—		—		—		—		—		—		—

(1)	Unless otherwise noted in this table, all outstanding option grants were granted under NitroMed’s 2003 stock incentive plan, have a 10 year term and vest and become exercisable in equal annual installments on the first, second, third and fourth anniversaries of the date of grant, subject to such named executive officer’s continued service.
(2)	These amounts reflect the incentive awards that would have been paid for 2007 performance if such awards had been made at each named executive’s target percentage of annual base salary. In 2007, the target percentage for each of Mr. Bate and Mr. Bruce was 50% of annual base salary, and the target percentage for each of Mr. Ham and Ms. Kramer was 35% of annual base salary.
(3)	The exercise prices of the option grants listed in this column reflect the closing price of NitroMed’s common stock on The NASDAQ Global Market on the date of grant.
(4)	The grant date fair value amount for option awards has been determined using the Black-Scholes option pricing model and applying the principles outlined in SFAS 123R. The grant date fair value amount for restricted stock awards has been determined applying the principles outlined in SFAS 123R.
(5)	In accordance with the terms of a director compensation program previously established by NitroMed’s board of directors, this option was awarded to Dr. Karabelas upon his re-election to NitroMed’s board at NitroMed’s 2007 annual meeting and vests and becomes exercisable on the first anniversary of the date of grant.

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(6) These restricted stock awards were granted under NitroMed’s 2003 stock incentive plan and the restrictions on these shares lapse, or vest, as follows: 25% of the restricted shares vested on the date that was six months after the grant date; 25% of the restricted shares vest on the first anniversary of the grant date; and 50% of the restricted shares vest on the second anniversary of the grant date.

Outstanding Equity Awards at 2007 Fiscal Year End

The following table sets forth certain information concerning outstanding equity awards held by each named executive officer as of December 31, 2007.

	Option Awards(1)									Stock Awards
												Market
												Value of
												Shares or
			Number of							Number of		Units of
	Number of		Securities							Shares or		Stock
	Securities		Underlying							Units of		That Have
	Underlying		Unexercised		Option					Stock That		Not
	Unexercised Options		Options (#)		Exercise		Option Expiration			Have Not		Vested
Name	(#) Exercisable		Unexercisable		Price ($)		Date			Vested (#)		($)(2)
Kenneth Bate		260,001		239,999		7.83		03/20/2016	(3)		—		—
		0		500,000		2.65		01/19/2017			—		—
Argeris Karabelas, Ph.D.		12,500		0		2.00		01/15/2012			—		—
		5,000		0		2.00		11/19/2012			—		—
		7,500		2,500		6.95		06/14/2014			—		—
		15,000		0		14.99		05/16/2015	(4)		—		—
		168,750		0		7.83		03/20/2016	(5)		—		—
		200,000		0		4.12		05/17/2016	(6)		—		—
		0		15,000		2.67		05/25/2017	(4)		—		—
James Ham, III		30,000		10,000		18.98		09/13/2014			—		—
		5,000		5,000		14.99		05/16/2015			—		—
		6,625		19,875		11.46		01/30/2016			—		—
		32,000		0		8.06		03/30/2016	(7)		—		—
		10,000		30,000		2.84		08/16/2016			—		—
		8,750		26,250		2.17		10/12/2016			—		—
		0		25,000		3.22		03/16/2017			—		—
		—		—		—		—			40,596		41,002
Gerald Bruce		10,000		30,000		12.03		02/27/2016			—		—
		43,000		0		8.06		03/30/2016	(7)		—		—
		10,000		30,000		2.84		08/16/2016			—		—
		12,500		37,500		2.17		10/12/2016			—		—
		—		—		—		—			46,071		46,532
Jane Kramer		21,000		21,000		19.30		09/01/2015			—		—
		956		2,866		12.02		01/19/2016			—		—
		43,000		0		8.06		03/30/2016	(7)		—		—
		10,000		30,000		2.84		08/16/2016			—		—
		8,750		26,250		2.17		10/12/2016			—		—
		—		—		—		—			37,050		37,421
L. Gordon Letts, Ph.D.		3,465		0		1.30		06/16/2009			—		—
		24,660		0		2.00		01/30/2011			—		—
		65,000		0		2.00		03/12/2012			—		—
		55,000		0		2.00		06/17/2013			—		—
		75,000		0		7.98		12/01/2013			—		—
		18,750		6,250		7.55		05/18/2014			—		—
		46,875		15,625		10.21		07/19/2014			—		—
		42,500		42,500		14.99		05/16/2015			—		—
		8,600		25,800		12.02		01/19/2016			—		—
		43,000		0		8.06		03/30/2016	(7)		—		—
		10,000		30,000		2.84		08/16/2016			—		—
		8,750		26,250		2.17		10/12/2016			—		—
Manuel Worcel, M.D.		102,000		0		0.72		01/26/2008			—		—
		19,250		0		1.30		06/16/2009			—		—
		30,000		0		2.00		01/30/2011			—		—
		55,000		0		2.00		06/17/2013			—		—
		68,359		0		7.98		12/01/2013			—		—
		18,750		6,250		7.55		05/18/2014			—		—
		46,875		15,625		10.21		07/19/2014			—		—
		42,500		42,500		14.99		05/16/2015			—		—

296

(1)	Unless otherwise noted in this table, all outstanding option grants have a 10 year term and vest and become exercisable in equal annual installments on the first, second, third and fourth anniversaries of the date of grant, subject to such named executive officer’s continued service.
(2)	Market value represents the number of shares of restricted stock that have not vested as of December 31, 2007, multiplied by the closing price of NitroMed’s common stock on that date ($1.01).
(3)	180,000 shares of this option vest and become exercisable in twelve equal monthly installments beginning on the date that is one month following the date of grant and 320,000 shares of this option vest and become exercisable in 36 monthly installments beginning on the first anniversary of the date of grant.
(4)	This option vests and becomes exercisable on the first anniversary of the date of grant.
(5)	This option vested and became exercisable in twelve equal monthly installments beginning on the date that was one month following the date of grant.
(6)	This option vested and became immediately exercisable upon grant.
(7)	This option vested and became exercisable in two equal installments, the first on the date that is six months following the date of grant and the second on the first anniversary of the date of grant.

Option Exercises and Stock Vested in Fiscal Year 2007

The following table sets forth certain information regarding the exercise of stock options and the vesting of restricted stock during the fiscal year ended December 31, 2007 by NitroMed’s named executive officers.

	Option Awards				Stock Awards
	Number of		Value		Number of		Stock Awards
	Shares		Realized on		Shares		Value
	Acquired on		Exercise		Acquired on		Realized on
Name	Exercise (#)		($)(1)		Vesting (#)(2)		Vesting ($)(3)
Kenneth Bate		—		—		—		—
Argeris Karabelas, Ph.D.		—		—		—		—
James Ham, III		—		—		13,533		27,743
Gerald Bruce		—		—		15,358		31,484
Jane Kramer		—		—		12,350		35,318
L. Gordon Letts, Ph.D.		—		—		—		—
Manuel Worcel, M.D.		109,275		276,466		—		—

(1)	Value represents the difference between the exercise price per share and the fair market value per share of NitroMed’s common stock on the date of exercise, multiplied by the number of shares acquired on exercise.
(2)	These shares represent the September 2007 lapse of restrictions, or vesting, with respect to 25% of the shares of restricted stock awarded pursuant to the terms of restricted stock agreements entered into in March 2007. The shares listed in this column include a portion of shares that were surrendered by the executive to NitroMed in satisfaction of tax withholding obligations incurred upon the lapse of restrictions, in accordance with the terms of the restricted stock agreements.
(3)	Value represents the fair market value per share of NitroMed’s common stock on the date of the lapse of restrictions, or vesting, multiplied by the number of shares acquired on vesting.

Potential Payments Upon Termination or Change in Control

Executive Severance Benefit Plan

In March 2006, NitroMed’s board, acting upon the recommendation of NitroMed’s compensation committee, approved and adopted an executive severance benefit plan for the benefit of NitroMed’s officers. The plan was amended in August 2006 to increase the benefits available to officers who have been designated at the level of vice president by NitroMed’s board or by NitroMed’s compensation committee.

297

The benefit plan provides severance benefits to those officers designated as participants under the plan by NitroMed’s board or NitroMed’s compensation committee who are terminated on or after March 30, 2006 and prior to the termination of the plan. NitroMed’s board has determined that all of NitroMed’s senior vice presidents and vice presidents shall be designated as participants under the plan, except as specifically provided in the plan. An officer shall not be eligible to receive benefits under the plan if, among other things, he or she is eligible to receive severance pursuant to a severance provision contained in an individual offer letter and has not agreed that the terms of the plan will supersede such offer letter. In that event, any severance provision contained in the officer’s offer letter would remain in effect.

The severance benefits provided under the benefit plan to eligible participants who are terminated without cause consist of:

Key Plan Elements	Senior Vice President and Above	Vice President
Severance	Salary continuation for a period of one year at base rate of pay.	Salary continuation for a period of six months at base rate of pay; if the executive remains unemployed throughout and at the conclusion of the initial six month period, the executive shall receive an additional six month period of salary continuation. However, if at any time during such additional six month period the executive secures new employment, the benefits terminate immediately.
Benefit Continuation	Contributions to the cost of COBRA health and dental insurance coverage on the same basis as NitroMed’s contribution to NitroMed’s health and dental insurance coverage immediately before the executive’s termination for a period of one year, provided that if the executive secures new employment, the continued contributions shall end when the new employment begins	Contributions to the cost of COBRA health and dental insurance coverage on the same basis as NitroMed’s contribution to health and dental insurance coverage immediately before the executive’s termination for a period of six months, provided that if the executive secures new employment, the contributions end when the new employment begins. If the executive remains unemployed throughout and at the conclusion of the initial six month period, the executive shall receive an additional six month period of benefits continuation. However, if at any time during such additional six month period the executive secures new employment, the benefits terminate immediately.

All severance and benefits are subject to the executive officer signing a severance agreement that includes a release and waiver of any claims the executive may have against NitroMed.

An executive is not eligible to receive the severance payment if he or she (i) voluntarily terminates his or her employment; (ii) retires; (iii) refuses to accept another position offered within NitroMed of a comparable or higher base salary that is located within 50 miles of the facility where the executive performed his or her principal duties; (iv) is terminated for cause; (v) is eligible to receive severance pursuant to a severance provision contained in an individual offer letter and has not agreed that the terms of the plan shall supersede that provision; or (vi) is terminated under circumstances governed by his or her individual written change of control agreement.

298

Separation Agreement with Gerald Bruce

In February 2008, NitroMed entered into a separation agreement with Mr. Bruce, pursuant to which Mr. Bruce relinquished his responsibilities as senior vice president, commercial operations on March 15, 2008. Pursuant to the terms of the separation agreement, NitroMed agreed to continue to reimburse Mr. Bruce with respect to previously agreed upon relocation and temporary housing allowance through June 2008. The separation agreement also affirmed that Mr. Bruce is entitled to a previously agreed upon payment in the amount of $30,000 to help offset future relocation costs. In addition, if a change in control in NitroMed occurs prior to December 31, 2008, Mr. Bruce will be entitled to receive a lump sum cash payment equal to 2.0 multiplied by (a) his highest annual base salary during the two-year period prior to the change in control date and (b) the highest of the following three cash incentive award scenarios: the average of his last two annual cash incentive award amounts received, his existing cash incentive award target or his existing cash incentive award guarantee; provided, however, that this cash payment will be reduced by the amount of severance payments that Mr. Bruce received pursuant to the terms of NitroMed’s executive severance benefit plan.

In connection with Mr. Bruce’s cessation of employment, Mr. Bruce will receive an aggregate amount of $447,261, representing salary and benefit continuation for a period of twelve months pursuant to NitroMed’s executive severance benefit plan, as well as relocation and temporary housing allowance payments and cost of living payments set forth in his separation agreement. In the event that a change in control in NitroMed occurs prior to December 31, 2008, Mr. Bruce will be entitled to receive an additional lump sum cash payment in the amount of $360,000, which represents the change in control payment described above, assuming for this purpose that the highest incentive cash award scenario is his existing cash incentive award target, and after deducting the payment he is entitled to receive under NitroMed’s executive severance benefit plan.

Transition Agreement with L. Gordon Letts, Ph.D.

In May 2007, NitroMed entered into a transition agreement with Dr. Letts, pursuant to which he resigned as NitroMed’s senior vice president, research and development and chief scientific officer. Pursuant to the terms of the transition agreement, for a period of twelve months following May 2007, Dr. Letts will continue as an at-will, non-executive, part-time employee in the capacity of scientific and technology advisor. Pursuant to the terms of the transition agreement, if the 12-month part-time period is terminated by NitroMed without cause (excluding a termination in connection with a change in control), Dr. Letts is entitled to receive: (i) that portion of his annual salary that has not already been paid during the part-time period, (ii) a continuation of his annualized salary for an additional 12 months and (iii) contributions to the cost of COBRA health and dental insurance coverage for a period of 12 to 18 months, depending on the time of termination. The transition agreement further provides that if the part-time period concludes in the ordinary course, Dr. Letts shall be entitled to receive (i) continuation of his then-current annual base salary for a period of 12 months and (ii) COBRA health and dental insurance coverage contributions for a period of 12 months from the conclusion of the part-time period in the normal course. Each of Dr. Letts’ outstanding option agreements was modified upon execution of the transition agreement to provide, among other things, that in the case of an early termination of the part-time period by NitroMed without cause (excluding a termination in connection with a change in control), any options that would have vested during the part-time period but for the early termination of the part-time period will vest immediately as of the date of the early termination.

Also pursuant to the terms of the transition agreement, if a change in control occurs during the part-time period and Dr. Letts’ employment is terminated without cause or for good reason within 12 months following the change in control, he is entitled to receive a lump sum cash payment representing his base salary through the date of termination, any deferred but unpaid compensation, any accrued vacation pay and a severance payment amount equal to his highest annual base salary during the two-year period prior to the change in control date. Dr. Letts will also be entitled to continuation of benefits for a period of 12 months after the date of termination, subject to offset if a subsequent employer offers benefits on terms at least as favorable as those offered by NitroMed. In addition, 100% of the then outstanding and unexercisable options to purchase shares of NitroMed common stock held by Dr. Letts will become immediately exercisable in full.

299

The following table sets forth the payments that NitroMed would be required to make to Mr. Letts in connection with his termination of employment under the circumstances described above, assuming that such termination had taken place on December 31, 2007. At December 31, 2007, none of Dr. Letts’ vested or unvested options had an exercise price less than $1.01, which represents the closing price of NitroMed common stock on The NASDAQ Global Market on that date. Therefore, upon termination on December 31, 2007, Dr. Letts would not recognize any financial benefit from option awards.

	Cash		Benefits
Circumstance of Termination	Payment ($)		Continuation ($)		Total ($)
Termination by the company without cause, not following a change in control		416,393		22,552		438,945
Termination by the company without cause or by the executive officer with good reason within 12 months following a change in control		300,000		15,919		315,919

Compensation of Directors

NitroMed compensates non-employee directors for service on NitroMed’s board of directors in the amount of $6,000 per quarter. The chairman of NitroMed’s board of directors is compensated an additional $10,000 per year. In addition, members of the audit committee receive $2,000 per committee meeting, and members of NitroMed’s compensation committee and nominating and corporate governance committee receive $1,000 per committee meeting. The chairman of the audit committee receives an additional $7,500 per year. The chairman of NitroMed’s compensation committee and the chairman of the nominating and corporate governance committee each receive an additional $5,000 per year. Directors are reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of NitroMed’s board of directors and its committees.

Directors are also eligible to participate in NitroMed’s 2003 stock incentive plan. NitroMed’s board of directors has established a program under which each non-employee director is eligible to receive an option to purchase 20,000 shares of NitroMed’s common stock upon his appointment to NitroMed’s board and also is eligible to receive an annual grant of an option to purchase 15,000 shares of NitroMed’s common stock at each year’s annual meeting at which he serves as a director. Options granted upon a director’s initial election to NitroMed’s board of directors vest in four equal annual installments beginning on the first anniversary of the grant date. Options granted upon a director’s reelection at NitroMed’s annual meeting of stockholders vest in full on the first anniversary of the date of grant. Currently, each option terminates on the earlier of ten years from the date of grant or 90 days after the optionee ceases to serve as a director, except in the case of death or disability, in which event the option terminates one year from the date of the director’s death or disability. The exercise price of these options equals the fair market value of NitroMed’s common stock on the date of grant. On May 25, 2007, the date of NitroMed’s 2007 annual meeting of stockholders, NitroMed granted each of Mr. Cohen, Dr. Douglas, Dr. Horovitz, Dr. Karabelas, Mr. Leschly, Mr. Littlechild, Dr. Loscalzo, Mr. Scoon and Mr. Sobecki, NitroMed’s non-employee directors at that time, an option to purchase 15,000 shares of NitroMed common stock at an exercise price of $2.67 per share.

300

The following table summarizes all compensation paid to or earned by NitroMed’s directors for fulfillment of their duties as directors in fiscal year 2007.

Director Compensation Table

	Fees Earned or		Option Awards
Name	Paid in Cash ($)(1)		($)(2)		Total ($)
Argeris Karabelas, Ph.D.(3)		34,000		539,976		573,976
Kenneth Bate(4)		—		—		—
Robert Cohen(5)		40,000		40,127		80,127
Frank Douglas, M.D., Ph.D.(6)		24,000		92,003		116,003
Zola Horovitz, Ph.D.(7)		37,000		42,946		79,946
Mark Leschly(8)		38,000		42,946		80,946
John Littlechild(9)		32,000		42,946		74,946
Joseph Loscalzo, M.D., Ph.D.(10)		24,000		4,908		28,908
Davey Scoon(11)		47,500		66,774		114,274
Christopher Sobecki		24,000		23,785		47,785

(1)	Unless otherwise specified, the amount listed under “Fees Earned or Paid in Cash” represents cash compensation earned and paid in fiscal year 2007.
(2)	These values reflect grant date fair value using the Black-Scholes option pricing model and applying the principles outlined in SFAS 123R. For stock options granted to non-employees, NitroMed recognizes compensation expense in accordance with the requirements of Emerging Issues Task Force No. 96-18, or EITF 96-18. Pursuant to EITF 96-18, non-employee stock options are remeasured at each reporting date utilizing the Black-Scholes option pricing model. Two of NitroMed’s directors, Dr. Douglas and Dr. Loscalzo, have previously received options in connection with their service on NitroMed’s then-current scientific advisory board, for which NitroMed applies the provisions of EITF 96-18.
(3)	The amount listed under “Option Awards” includes the grant fair value date of options Dr. Karabelas received pursuant to his appointment as NitroMed’s interim chief executive officer in March 2006 and his May 2006 agreement to forego any salary or bonus payments to which he would otherwise have been entitled pursuant to the terms of his employment offer letter. Dr. Karabelas relinquished his responsibilities as NitroMed’s interim president and chief executive officer in January 2007. Additional information regarding compensation earned by Dr. Karabelas in his capacity as NitroMed’s interim president and chief executive officer from March 2006 to January 2007 is included under the heading “— Summary Compensation Table” above.
(4)	In January 2007, Mr. Bate was named NitroMed’s president and chief executive officer and was also elected a director. Additional information regarding compensation earned by Mr. Bate in his capacity as NitroMed’s president and chief executive officer, as well as in his previous capacity as NitroMed’s chief financial officer, chief operating officer, treasurer and secretary, is included under the heading “Summary Compensation Table” above.
(5)	In addition to cash compensation earned and paid in fiscal year 2007, the amount listed under “Fees Earned or Paid in Cash” with respect to Mr. Cohen includes $5,000 earned in 2007 but paid in 2008.
(6)	The amount listed under “Option Awards” with respect to Dr. Douglas includes a reversal of stock-based compensation expense for the year ended December 31, 2007 that NitroMed recognized with respect to options Dr. Douglas previously received in connection with his service on NitroMed’s then-current scientific advisory board.

301

(7)	In addition to cash compensation earned and paid in fiscal year 2007, the amount listed under “Fees Earned or Paid in Cash” with respect to Dr. Horovitz includes $5,000 earned in 2007 but paid in 2008.
(8)	In addition to cash compensation earned and paid in fiscal year 2007, the amount listed under “Fees Earned or Paid in Cash” with respect to Mr. Leschly includes $2,000 earned in 2007 but paid in 2008.
(9)	In addition to cash compensation earned and paid in fiscal year 2007, the amount listed under “Fees Earned or Paid in Cash” with respect to Mr. Littlechild includes $1,000 earned in 2007 but paid in 2008. Mr. Littlechild has returned to NitroMed the entire amount listed under “Fees Earned or Paid in Cash” that was earned in fiscal year 2007.
(10)	The amount listed under “Option Awards” with respect to Dr. Loscalzo includes a reversal of stock-based compensation expense for the year ended December 31, 2007 that NitroMed recognized with respect to options Dr. Loscalzo previously received in connection with his service on NitroMed’s then-current scientific advisory board.
(11)	In addition to cash compensation earned and paid in fiscal year 2007, the amount listed under “Fees Earned or Paid in Cash” with respect to Mr. Scoon includes $8,000 earned in 2007 but paid in 2008.

302

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Except where specifically noted, the following information and all other information contained in this joint proxy statement/prospectus do not give effect to the proposed reverse stock split described in NitroMed Proposal No. 2.

The following unaudited pro forma condensed combined financial statements give effect to the proposed merger transaction between NitroMed and Archemix and to the proposed sale of substantially all of the assets related to NitroMed’s BiDil and BiDil XR drug business to JHP. Subject to adjustment as provided for in the merger agreement, Archemix securityholders will own or have the right to acquire, upon the merger, approximately 70% of the combined company, including retention options to be issued subsequent to the consummation of the proposed merger, on a fully diluted basis. Further, Archemix directors will constitute a majority of the combined company’s board of directors, and all members of the executive management of the combined company will be from Archemix, except for the Chief Executive Officer, who will be from NitroMed. Therefore, for accounting purposes, Archemix will be deemed to be the acquiring company and the merger transaction will be accounted for as a reverse acquisition of net assets and a recapitalization. Accordingly, the purchase price is allocated among the fair values of the assets acquired and liabilities assumed of NitroMed.

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of NitroMed and Archemix, adjusted to give effect to the assumed sale of NitroMed’s BiDil and BiDil XR business to JHP Pharmaceuticals, and the acquisition of NitroMed by Archemix for accounting purposes. The pro forma adjustments are described in the accompanying notes presented in the following pages.

303

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
September 30, 2008

										Purchase
	Archemix			NitroMed			Divestiture			Accounting			Pro Forma
	Historical			Historical			Adjustments			Adjustments			Combined
	(In thousands, except per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	11,374		$	13,631		$	25,881	(a)				$	50,886
Marketable securities		26,320			4,192			—						30,512
Receivables		851			1,979			(1,979	)(a)					851
Inventories		—			1,230			(1,230	)(a)					—
Prepaid expenses and other current assets		1,213			170			—						1,383
Total current assets		39,758			21,202			22,672						83,632
Property and equipment, net		3,387			137			(97	)(a)					3,427
Long-term marketable securities		—			1,553			—						1,553
Total assets	$	43,145		$	22,892		$	22,575					$	88,612
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	702		$	690		$	—		$	—		$	1,392
Accrued expenses		3,969			3,107			(1,828	)(a)		1,280	(f)		6,528
Estimated taxes on asset sale		—			—			291	(b)					291
Transaction cost liabilities								805	(c)		3,380	(e)		6,648
											2,463	(f)
Accrued restructuring		—			71			—						71
Deferred revenue		6,356			—			—						6,356
Total current liabilities		11,027			3,868			(732	)		7,123			21,286
Deferred revenue, long-term		6,227			—			—						6,227
Deferred rent, long-term		2,597			—			—						2,597
Preferred stock warrant liability		11			—			—			(11	)(g)		—
Total liabilities		19,862			3,868			(732	)		7,112			30,110
Redeemable convertible preferred stock:
Series A redeemable convertible preferred stock		76,689			—			—			(76,689	)(h)		—
Series B redeemable convertible preferred stock		69,797			—			—			(69,797	)(h)		—
Series C redeemable convertible preferred stock		29,818			—			—			(29,818	)(h)		—
Stockholders’ (deficit) equity:
Preferred stock		—			—			—			—			—
Common stock		16			460			—			(16	)(h)		1,462
											1,002	(h)
Additional paid-in capital		3,425			368,526			—			175,318	(h)		213,502
											11	(g)
											(3,380	)(e)
											(368,526	)(j)
											38,128	(i)
Accumulated other comprehensive income (loss)		(147	)		11			—			(11	)(j)		(147	)
Accumulated deficit		(156,315	)		(349,973	)		23,307	(d)		330,409	(j)		(156,315	)
											(3,743	)(f)
Total stockholders’ (deficit) equity		(153,021	)		19,024			23,307			169,192			58,502
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity	$	43,145		$	22,892		$	22,575		$	—		$	88,612

304

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

	Nine Months Ended September 30, 2008
	Archemix			NitroMed			Divestiture			Pro Forma			Pro Forma
	Historical			Historical			Adjustments			Adjustments			Combined
	(In thousands, except per share amounts)
Revenues:
Product sales	$	—		$	11,767		$	(11,767	)(k)	$	—		$	—
Revenue earned under collaboration agreements		12,743			—									12,743
Research and development support		7,998			—									7,998
Total revenues		20,741			11,767			(11,767	)					20,741
Cost and operating expenses:
Cost of product sales		—			2,943			(2,943	)(k)					—
Research and development		24,715			2,622						(2,622	)(k)		24,715
General and administrative		7,642			8,438						(8,438	)(k)		7,642
Restructuring charge		—			2,708						(2,708	)(k)		—
Total cost and operating expenses		32,357			16,711			(2,943	)		(13,768	)		32,357
Loss from operations		(11,616	)		(4,944	)		(8,824	)		13,768			(11,616	)
Other income (expense):
Interest income, net		1,139			489						—			1,628
Other income (expense), net		24			(137	)					113	(g)		—
Net loss		(10,453	)		(4,592	)		(8,824	)		13,881			(9,988	)
Accretion of redeemable convertible preferred stock		(6,400	)		—						6,400	(m)		—
Net loss attributable to common stockholders	$	(16,853	)	$	(4,592	)	$	(8,824	)	$	20,281		$	(9,988	)
Basic and diluted net loss per share attributable to common stockholders				$	(0.10	)							$	(0.07	)
Weighted average shares outstanding:
Basic and diluted					45,954						98,980	(l)		144,934

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

	Twelve Months Ended December 31, 2007
	Archemix			NitroMed			Divestiture			Pro Forma			Pro Forma
	Historical			Historical			Adjustment			Adjustments			Combined
	(In thousands, except per share amounts)
Revenues:
Product sales	$	—		$	15,269		$	(15,269	)(k)	$	—		$	—
Revenue earned under collaboration agreements		9,436			750						(750	)(k)		9,436
Research and development support		7,932			—						—			7,932
Total revenues		17,368			16,019			(15,269	)		(750	)		17,368
Cost and operating expenses:
Cost of product sales		—			4,236			(4,236	)(k)					—
Research and development		29,171			12,185						(12,185	)(k)		29,171
General and administrative		11,123			31,358						(31,358	)(k)		11,123
Restructuring charge		—			1,004						(1,004	)(k)		—
Total operating expenses		40,294			48,783			(4,236	)		(44,547	)		40,294
Loss from operations		(22,926	)		(32,764	)		(11,033	)		43,797			(22,926	)
Other income (expense):
Interest income, net		2,538			1,190						—			3,728
Other income (expense), net		13			—						(13	)(g)		—
Net loss		(20,375	)		(31,574	)		(11,033	)		43,784			(19,198	)
Accretion of redeemable convertible preferred stock		(8,534	)		—						8,534	(m)		—
Net loss attributable to common stockholders	$	(28,909	)	$	(31,574	)	$	(11,033	)	$	52,318		$	(19,198	)
Basic and diluted net loss per share attributable to common stockholders				$	(0.75	)							$	(0.14	)
Weighted average shares outstanding:
Basic and diluted					41,997						93,892	(l)		135,889

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NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION

1.   Basis of Presentation and Accounting for the Merger

On November 18, 2008, NitroMed entered into an agreement and plan of merger with Archemix Corp. and Newport Acquisition Corp., a new wholly owned subsidiary of NitroMed. In the merger, Newport Acquisition Corp. will merge with and into Archemix, with Archemix being the surviving corporation and becoming a wholly owned subsidiary of NitroMed. As a result of the merger, each outstanding share of Archemix capital stock will be converted into the right to receive shares of NitroMed common stock as described in the merger agreement. NitroMed will issue, and Archemix securityholders will be entitled to receive, in a tax-free exchange, shares of NitroMed common stock such that Archemix securityholders will own approximately 70% of the combined company, including retention options to be issued subsequent to the consummation of the proposed merger, on a fully diluted basis, and NitroMed securityholders will own approximately 30%. The merger agreement provides that the exchange ratios for Archemix’s capital stock are subject to upward and downward adjustment based on NitroMed’s net cash balance and Archemix’s cash and cash equivalents, each as defined in the merger agreement, at the closing of the merger. The unaudited pro forma condensed combined financial statements presented herein are based on the equity exchange ratios that would result if NitroMed’s net cash balance, as calculated pursuant to the merger agreement, is equal to $45 million at closing and Archemix’s cash and cash equivalent balance at closing is at least $30 million.

The unaudited pro forma condensed combined financial information does not give effect to the proposed reverse stock split, as it is currently unknown which ratio, if any, will be used. The impact of the reverse stock split to the number of shares authorized, issued and outstanding is illustrated under NitroMed’s Proposal No. 2 included in this joint proxy statement/prospectus.

Because Archemix securityholders will own approximately 70% of the voting stock of the combined company and certain other factors, including that Archemix directors will constitute a majority of the board of directors and all members of executive management of the combined company will be from Archemix except for the Chief Executive Officer, who will be from NitroMed, Archemix is deemed to be the acquiring company for accounting purposes. As a result of the proposed sale of NitroMed’s BiDil and BiDil XR assets to JHP discussed below, it is assumed that NitroMed will not meet the definition of a business in accordance with Statement of Financial Accounting Standards, or SFAS No. 141(R), Business Combinations, as a result of the anticipated sale of all of NitroMed’s material operating assets and liabilities to JHP. The proposed merger has been evaluated under SFAS No. 141(R), as the consummation of the merger is expected to occur in 2009. The assets and liabilities of NitroMed that will not be sold in the asset purchase transaction with JHP are expected to consist primarily of cash, cash equivalents, short-term marketable securities, long-term marketable securities, certain working capital items related to the corporate administrative function of NitroMed, certain residual intellectual property that has no or little fair value, and NitroMed’s listing on the NASDAQ Global Market. Therefore, the merger will be accounted for as a reverse acquisition of net assets and a recapitalization in accordance with United States generally accepted accounting principles. Accordingly, the assets and liabilities of NitroMed will be recorded as of the merger closing date at their estimated fair values.

On October 22, 2008, NitroMed and JHP entered into an asset purchase agreement pursuant to which NitroMed has agreed to sell to JHP substantially all of the assets related to NitroMed’s BiDil and BiDil XR drug business. Under the terms of the asset purchase agreement, NitroMed will sell to JHP NitroMed’s BiDil and BiDil XR drug business, including intellectual property rights, trade names, certain assumed contracts, inventory, receivables and tangible personal property, and JHP will assume from NitroMed specified liabilities relating to the BiDil and BiDil XR drug business. JHP will pay NitroMed a purchase price of $24.5 million for its net assets, subject to adjustments set forth in the asset purchase agreement. The purchase price will be increased by up to $450,000 to the extent NitroMed’s accounts receivable on the closing date of the asset sale is more than its trade liabilities on the closing date and will be decreased to the extent NitroMed’s accounts receivable on the closing date is less than its trade liabilities on that date. The purchase price will also be increased by up to $1.8 million based on the net book value of NitroMed’s BiDil inventory, other than expired inventory, as of the closing date of the asset sale. Subject to stockholder approval and the satisfaction of other

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION — (Continued)

closing conditions, the sale of the BiDil and BiDil XR drug business is expected to be consummated in January 2009.

For purposes of these unaudited pro forma condensed combined financial statements, Archemix and NitroMed have made a preliminary allocation of the estimated purchase price to the assets acquired and liabilities assumed based on their fair values at the acquisition date. A final determination of these estimated fair values, which cannot be made prior to the completion of the merger, will be based on the actual net assets of NitroMed that exist as of such date. The actual amounts recorded as of the completion of the merger may differ materially from the information presented in these unaudited pro forma condensed combined financial statements as a result of:

•  cash cost of operations between the signing of the merger agreement and the closing of the merger,

•  NitroMed’s final net cash balance as calculated pursuant to the merger agreement, which partially determines the actual number of shares of NitroMed common stock issued pursuant to the merger,

•  the timing of completion of the merger, and

•  other changes in NitroMed’s cash balances that occur prior to completion of the merger, which could cause material differences in the information presented below.

The unaudited pro forma condensed combined balance sheet as of September 30, 2008 gives effect to the proposed merger and the proposed asset purchase transaction with JHP as if it occurred on September 30, 2008 and combines the historical balance sheets of NitroMed and Archemix as of September 30, 2008. The Archemix balance sheet information was derived from its unaudited balance sheet as of September 30, 2008 included in this joint proxy statement/prospectus. The NitroMed balance sheet information was derived from its unaudited consolidated balance sheet as of September 30, 2008 included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2008 and the year ended December 31, 2007 are presented as if the merger and asset purchase transaction with JHP were consummated on January 1, 2007 and combines the historical results of NitroMed and Archemix for the nine months ended September 30, 2008 and the year ended December 31, 2007. The historical results of Archemix were derived from its unaudited statement of operations for the nine months ended September 30, 2008 and its audited statement of operations for the year ended December 31, 2007 included in this joint proxy statement/prospectus. The historical results of NitroMed were derived from its unaudited condensed statement of operations for the nine months ended September 30, 2008 and audited statement of operations for the year ended December 31, 2007 included in this joint proxy statement/prospectus.

The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had NitroMed sold its BiDil and BiDil XR drug business and had NitroMed and Archemix been a combined company during the specified periods. The pro forma adjustments are based on the preliminary information available at the time of the preparation of this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical financial statements of Archemix for the nine months ended September 30, 2008 and for the year ended December 31, 2007 included in this joint proxy statement/prospectus and the historical financial statements of NitroMed for the nine months ended September 30, 2008 and for the year ended December 31, 2007 also included in this joint proxy statement/prospectus.

2.   Divestiture, Purchase Accounting and Pro Forma Adjustments

The unaudited pro forma condensed combined financial statements include pro forma adjustments to give effect to certain significant capital transactions of Archemix occurring as a direct result of the proposed

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merger, the acquisition of NitroMed by Archemix for accounting purposes, the sale of substantially all of the assets related to NitroMed’s BiDil and BiDil XR drug business to JHP and an adjustment for contractual compensation liabilities owed to certain NitroMed key employees.

The divestiture, purchase accounting and pro forma adjustments are as follows:

(a) To reflect the sale of NitroMed’s BiDil and BiDil XR drug business to JHP Pharmaceuticals for net cash proceeds of $25.9 million, which includes accounts receivable, inventory, certain fixed assets and certain liabilities directly related to the BiDil and BiDil XR drug business (referred to as the “asset sale”).

(b) Estimated tax liability on the gain on the asset sale, calculated at the federal alternative minimum tax rate of 20%.

(c) Accruals for additional transaction costs related to the asset sale incurred subsequent to September 30, 2008. Transaction costs include investment banking fees, legal fees, accounting fees and other transaction-related costs.

(d) Estimated after-tax gain on the asset sale.

(e) To reflect the accrual of estimated transaction costs to be incurred by Archemix to consummate the merger not accrued as of September 30, 2008, totaling $3.4 million. Transaction costs include fees payable for investment banking services, legal, accounting, printing and other consulting services.

(f) To reflect the accrual of retention, change of control and severance obligations for certain former key employees of NitroMed that will become due at the closing of the merger totaling $1.3 million and estimated costs to be incurred by NitroMed to consummate the merger totaling $2.5 million. Transaction costs include fees payable for investment banking services, legal, accounting, printing and other consulting services.

(g) To reverse the adjustment to fair value redeemable convertible preferred stock warrants.

(h) To reflect the conversion of all outstanding shares of Archemix’s preferred stock and common stock into NitroMed common stock. Upon completion of the merger, all outstanding shares of Archemix capital stock will be exchanged for 100,140,662 shares of NitroMed common stock at par value of $0.01 assuming that NitroMed’s net cash at the closing of the merger, as calculated pursuant to the merger agreement, is equal to $45 million and Archemix’s cash and cash equivalent balance is at least $30 million.

(i) To reflect recapitalization of the combined company.

(j) To eliminate NitroMed historical stockholders’ equity accounts.

(k) To reflect the effect of the sale of the operations of NitroMed, with the exception of interest income related to the short-term and long-term marketable securities. The pro forma condensed combined statement of operations does not give effect to any general and administrative costs that Archemix would have incurred in operating as a publicly traded company, which Archemix estimates would have been approximately $2 million per year.

(l) To reflect the issuance of new shares of NitroMed common stock at the effective time of the proposed merger.

(m) To reverse accretion of redeemable convertible preferred stock.

309

DESCRIPTION OF NITROMED’S CAPITAL STOCK

The following description of NitroMed’s capital stock and provisions of its restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the restated certificate of incorporation and the amended and restated bylaws.

As of December 1, 2008, NitroMed’s authorized capital stock consists of 65,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share, all of which shares of preferred stock are undesignated. The rights and preferences of the preferred stock may be established from time to time by NitroMed’s board of directors. As of December 1, 2008 there were 46,076,551 shares of common stock issued and outstanding. As of December 1, 2008, there were 51 stockholders of record of NitroMed’s capital stock.

Common Stock

Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by NitroMed’s board of directors, subject to any preferential dividend rights of outstanding preferred stock. Upon a liquidation, dissolution or winding up of NitroMed, the holders of common stock are entitled to receive proportionately the net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. NitroMed’s outstanding shares of common stock are fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which NitroMed may designate and issue in the future.

Preferred Stock

Under the terms of NitroMed’s restated certificate of incorporation, NitroMed’s board of directors is authorized to issue shares of preferred stock in one or more series without stockholder approval. NitroMed’s board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock.

The purpose of authorizing NitroMed’s board of directors to issue preferred stock and determine its right and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible future acquisitions and other corporate purposes, will affect, and may adversely affect, the rights of holders of any preferred stock that may be issued in the future. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until the board of directors determines the specific rights attached to that preferred stock. The effects of issuing preferred stock could include one or more of the following:

•  restricting dividends on the common stock;

•  diluting the voting power of the common stock;

•  impairing the liquidation rights of the common stock; or

•  delaying or preventing changes in control or management of NitroMed.

Anti-takeover Provisions of Delaware Law, NitroMed’s Restated Certificate of Incorporation and NitroMed’s Amended and Restated Bylaws

NitroMed is subject to the provisions of Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the person became an interested stockholder, unless the interested stockholder attained such status with the approval of NitroMed’s board of directors or the business combination is approved in a prescribed manner. A “business combination” includes,

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among other things, a merger or consolidation involving NitroMed and the “interested stockholder” and the sale of more than 10% of NitroMed’s assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of NitroMed’s outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

NitroMed’s restated certificate of incorporation provides that directors may be removed only for cause by the affirmative vote of the holders of 75% of NitroMed’s shares of capital stock entitled to vote. Under NitroMed’s restated certificate of incorporation, any vacancy on NitroMed’s board of directors, including a vacancy resulting from an enlargement of NitroMed’s board of directors, may only be filled by vote of a majority of NitroMed’s directors then in office. The limitations on the removal of directors and filling of vacancies could make it more difficult for a third party to acquire, or discourage a third party from acquiring, control of NitroMed.

NitroMed’s restated certificate of incorporation and its amended and restated bylaws also provide that any action required or permitted to be taken by NitroMed’s stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before the meeting and may not be taken by written action in lieu of a meeting. NitroMed’s restated certificate of incorporation and its amended and restated bylaws further provide that, except as otherwise required by law, special meetings of the stockholders may only be called by the chairman of the board, chief executive officer or the board of directors. In addition, NitroMed’s amended and restated bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to NitroMed’s secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholders’ meeting stockholder actions which are favored by the holders of a majority of NitroMed’s outstanding voting securities. These provisions may also discourage a third party from making a tender offer for NitroMed’s common stock, because even if it acquired a majority of NitroMed’s outstanding voting securities, the third party would be able to take action as a stockholder (such as electing new directors or approving a merger) only at a duly called stockholders’ meeting, and not by written consent.

The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. NitroMed’s restated certificate of incorporation and amended and restated bylaws require the affirmative vote of the holders of at least 75% of the shares of its capital stock issued and outstanding and entitled to vote to amend or repeal any of the provisions described in the prior two paragraphs.

Limitation of Liability and Indemnification

NitroMed’s restated certificate of incorporation contains certain provisions permitted under the Delaware General Corporation Law relating to the liability of directors. The provisions eliminate a director’s liability for monetary damages for a breach of fiduciary duty, except in circumstances involving wrongful acts, such as the breach of a director’s duty of loyalty or acts or omissions that involve intentional misconduct or a knowing violation of law. Further, its restated certificate of incorporation contains provisions to indemnify NitroMed’s directors and officers to the fullest extent permitted by the Delaware General Corporation Law.

Transfer Agent and Registrar

The transfer agent and registrar for NitroMed’s common stock is American Stock Transfer & Trust Company.

The NASDAQ Global Market

NitroMed’s common stock is listed for quotation on The NASDAQ Global Market under the symbol “NTMD.”

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COMPARISON OF RIGHTS OF HOLDERS OF NITROMED STOCK AND ARCHEMIX STOCK

Both NitroMed and Archemix are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are currently, and will continue to be, governed by the Delaware General Corporation Law. If the merger is completed, Archemix stockholders will be entitled to become stockholders of NitroMed, and their rights will be governed by the Delaware General Corporation Law, the certificate of incorporation of NitroMed, as amended, as described in NitroMed’s Proposal Nos. 2 and 3, and the amendments to NitroMed’s certificate of incorporation, attached as Annex D and Annex E to this joint proxy statement/prospectus, and the bylaws of NitroMed. For more information on the proposed amendments to NitroMed’s certificate of incorporation, see “Matters Being Submitted To a Vote of NitroMed Stockholders” on page 134 of this joint proxy statement/prospectus.

The following is a summary of the material differences between the rights of NitroMed stockholders and the rights of Archemix stockholders under each company’s respective certificate of incorporation and bylaws. While NitroMed and Archemix believe that this summary covers the material differences between the two, this summary may not contain all of the information that is important to you. This summary is not intended to be a complete discussion of the respective rights of NitroMed and Archemix stockholders and is qualified in its entirety by reference to the Delaware General Corporation Law and the various documents of NitroMed and Archemix that are referred to in this summary. You should carefully read this entire joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus for a more complete understanding of the differences between being a stockholder of NitroMed and being a stockholder of Archemix. NitroMed has filed copies of its certificate of incorporation and bylaws with the SEC, which are exhibits to the registration statement of which this joint proxy statement/prospectus is a part, and will send copies of these documents to you upon your request. Archemix will also send copies of its documents referred to herein to you upon your request. See the section entitled “Where You Can Find More Information” on page 339 of this joint proxy statement/prospectus.

	NitroMed	Archemix
Authorized Capital Stock	NitroMed’s restated certificate of incorporation authorizes the issuance of up to 65,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share.	Archemix’s amended and restated certificate of incorporation, as amended, authorizes the issuance of up to 164,215,873 shares of common stock, par value $0.001 per share, and 130,657,202 shares of preferred stock, par value $0.01 per share, of which 51,884,995 shares are designated as “Series A Convertible Preferred Stock,” 53,850,000 shares are designated as “Series B Convertible Preferred Stock,” 14,922,207 shares are designated as “Series C Convertible Preferred Stock,” and 10,000,000 are undesignated.
Number of Directors	NitroMed’s amended and restated bylaws provide that the number of directors be established by resolution of the board of directors, and shall at no time be less than three. NitroMed’s board currently consists of ten directors.	Archemix’s amended and restated bylaws provide that the number of directors be established by resolution of the board of directors, and shall at no time be less than one. The number of directors may be increased or decreased by action of the board of directors, provided, however, that, pursuant to Archemix’s amended and restated certificate of incorporation, as amended, Archemix shall not,

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	NitroMed	Archemix
		without the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series A preferred stock and Series B preferred stock, increase the maximum number of directors to a number in excess of 11. The Archemix board of directors currently consists of eight directors.
Stockholder Nominations and Proposals	NitroMed’s amended and restated bylaws provide that except for any directors entitled to be elected by the holders of preferred stock and any directors elected by the board of directors to fill a vacancy or newly created directorships, a nomination for election to the board of directors of NitroMed at a meeting of the stockholders may be made (i) by or at the direction of the board of directors or (ii) by any stockholder of the corporation who complies with the notice procedures provided in the bylaws and is a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting.	Archemix’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws are silent as to stockholder nominations and proposals, provided, however, that the holders of a majority of the Series A and Series B preferred stock, voting together as a separate class, are entitled to elect four directors, and holders of a majority of the preferred stock and common stock, voting together as a class and on an as- converted basis, are entitled to elect the remaining number of directors, one of whom shall be Archemix’s chief executive officer, and at least two of whom shall be unaffiliated non-employee industry outsiders. In addition, if Archemix fails or refuses to redeem all of the shares of preferred stock pursuant to the terms of the amended and restated certificate of incorporation, as amended, then the holders of the preferred stock shall be entitled to elect a majority of the board of directors, as discussed below under “Redemption”.
Classification of Directors	NitroMed’s restated certificate of incorporation and amended and restated bylaws do not provide for the division of the directors into classes.	Archemix’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws do not provide for the division of the board of directors into classes.
Removal of Directors	Under NitroMed’s amended and restated bylaws, a director or the entire board of directors may be removed only for cause by affirmative vote of at least seventy-five percent (75)% of the votes which all the stockholders would be entitled to cast in any annual election of directors.	Under Archemix’s amended and restated bylaws, a director or the entire board of directors may be removed, with or without cause, at an annual or special meeting called for that purpose, by the holders of a majority of the shares then entitled to vote at an election of directors.

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	NitroMed	Archemix
Filling Vacancies on the Board of Directors	Under NitroMed’s restated certificate of incorporation and amended and restated bylaws, subject to the rights of holders of any series of preferred stock, any vacancy or newly created directorships in the board of directors, however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and the term of each director so elected shall continue until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal.	Under Archemix’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws, unless and until filled by the stockholders, any vacancy or newly created directorships in the board of directors may be filled by vote of a majority of the directors in office, although less than a quorum, or by a sole remaining director, and the term of each director so elected shall continue until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal; provided, however, that with respect to a vacancy in the office of a director occurring among the directors elected by the holders of a class or series of stock, such vacancy shall be filled only by the affirmative vote or written consent of the holders of a majority of the applicable class or series of stock entitled to elect such member. If at any time there are no directors in office, an election of directors may be held in accordance with the Delaware General Corporation Law.
Stockholder Action by Written Consent	NitroMed’s restated certificate of incorporation and amended and restated bylaws provide that the stockholders of the corporation may not take any action by written consent in lieu of a meeting.	Archemix’s amended and restated bylaws provide that any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
Notice of Annual Meeting	Under NitroMed’s amended and restated bylaws, notice of the annual meeting must include the date, time, place and the means of	Under Archemix’s amended and restated bylaws, written notice of the annual meeting must include the date, time, place, and purpose of

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	NitroMed	Archemix
	remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. Notice shall be given not less than 10 nor more than 60 days prior to the annual meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the Delaware General Corporation Law) by the stockholder to whom the notice is given.	such meeting. Notice shall be given not less than 10 nor more than 60 days prior to the annual meeting to each stockholder entitled to vote at such meeting.
Special Meeting of Stockholders	NitroMed’s amended and restated bylaws provide that a special meeting of stockholders may be called at any time by the chief executive officer, the chairman of the board of directors, or the board of directors, but such special meetings may not be called by any other person or persons. Notice of special meetings must include the date, time, place, purpose and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. Notice must be given not less than 10 nor more than 60 days prior to the special meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the Delaware General Corporation Law) by the stockholder to whom the notice is given.	Archemix’s amended and restated bylaws provide that a special meeting of stockholders may be called by the president, the chairman of the board of directors, the board of directors, or by the secretary or any other officer upon the written request of one or more stockholders holding of record at least a majority of the outstanding shares of Archemix stock entitled to vote at such meeting and stating the purpose of the proposed meeting. Written notice of special meetings must include the date, time, place and purpose and must be given not less than 10 nor more than 60 days prior to the special meeting to each stockholder entitled to vote at such meeting.
Amendment of Certificate of Incorporation	NitroMed’s restated certificate of incorporation provides that NitroMed reserves the right to amend, alter, change or repeal any provision contained in its certificate of incorporation.	Archemix’s amended and restated certificate of incorporation, as amended, provides that Archemix reserves the right to amend, alter, change or repeal any provision contained in its certificate of incorporation.

315

	NitroMed	Archemix
Amendment of Bylaws	NitroMed’s restated certificate of incorporation and amended and restated bylaws provide the board of directors with the power to alter, amend, repeal, or adopt new bylaws by the affirmative vote of a majority of the directors present at any regular or special meeting of the board of directors at which a quorum is present, and the stockholders with the power to alter, amend, repeal or adopt new bylaws by the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors.	Archemix’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws provide the board of directors with the power to alter, amend, repeal, or adopt new bylaws by the affirmative vote of a majority of the directors present at any regular or special meeting of the board of directors at which a quorum is present, and the stockholders with the power to alter, amend, repeal or adopt new bylaws by the affirmative vote of the holders of a majority of the shares of the capital stock of Archemix issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders provided notice of such action shall have been stated in the notice of such special meeting.
Voting Stock	Under NitroMed’s amended and restated bylaws, the holders of common stock are entitled to one vote for each share of stock (and a proportionate vote for each fractional share) held by them.	Under Archemix’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws, the holders of common stock are entitled to one vote for each share of stock (and a proportionate vote for each fractional share) held by them and holders of preferred stock are entitled to such number of votes per share as equals the number of shares of common stock (including fractions of a share) into which such share of preferred stock held by them is convertible. Each share of preferred stock is currently convertible into one share of common stock.
Conversion Rights and Protective Provisions	Under NitroMed’s restated certificate of incorporation, authority is expressly granted to the board of directors from time to time to issue the preferred stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issuance of the share thereof, to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and	Under Archemix’s amended and restated certificate of incorporation, as amended, so long as at least 25% of the shares of the Series A and Series B preferred stock remain outstanding, Archemix may not, without the affirmative vote or written consent of the holders of at least two-thirds of the then outstanding shares of Series A and Series B preferred stock, voting together as a single class on an as- converted basis: consent to or effect any liquidation, dissolution or

316

NitroMed

Archemix

relative participating, option or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent permitted by the Delaware General Corporation Law. NitroMed does not currently have any issued preferred stock.

winding-up of Archemix; merge or consolidate with any other entity; sell, abandon, transfer, lease or otherwise dispose of all or a substantial portion of its properties or assets; amend, alter or repeal any provision of the certificate of incorporation or bylaws; create or authorize another series of stock or increase the number of authorized shares of any series of stock; create or authorize any obligation or security convertible into shares of any class or series of stock; enter into any agreement, including financing agreements, which in the aggregate would result in Archemix borrowing more than $250,000, unless approved by the board of directors, including a majority of the directors designated by the holders of Archemix preferred stock; or purchase, redeem or pay dividends on any series of stock other than the Series A and Series B preferred stock, subject to certain exceptions. In addition, Archemix may not amend, alter or repeal any provision of the certificate of incorporation or bylaws or amend, alter or change the powers, preferences, rights, or privileges of each of the Series A preferred stock, Series B preferred stock or Series C preferred stock, in a manner adverse to such series, without the affirmative vote or written consent of the holders of at least two-thirds of the shares of such series. Further, the affirmative vote or written consent of the holders of at least two-thirds of the shares of Series B preferred stock is required in order for Archemix to declare or pay any dividend (excluding a common stock dividend) on, make a distribution on, or repurchase or redeem (in each case, subject to certain exceptions) any Archemix capital stock junior to, or of equal seniority with, the Series B preferred stock in liquidation or junior to, or of equal seniority with, the Series B preferred stock with regard to the payment of dividends. Also, the

317

NitroMed	Archemix
	affirmative vote or written consent of the holders of at least two-thirds of the shares of Series C preferred stock is required in order for Archemix to authorize any additional series of preferred stock which is not pari passu or junior to the Series C preferred stock with respect to dividends, liquidation, redemption and/or other matters, subject to certain exceptions.
	Each share of Archemix preferred stock is convertible at any time at the election of the holder into that number of shares of common stock determined by dividing the purchase price of such share by the conversion price, which is initially equal to the purchase price, adjustable for certain dilutive events such as stock splits. Each share of Archemix preferred stock automatically converts, at the conversion rate described above, upon an initial public offering resulting in gross proceeds to Archemix of at least $30.0 million at a per share price to the public of at least $2.00, or an equity financing meeting certain criteria that has been approved by the holders of at least two-thirds of the outstanding shares of Series A and Series B preferred stock, voting together as a single class on an as-converted basis, and the affirmative election by such holders of Series A and Series B preferred stock to convert the shares of preferred stock into common stock. Notwithstanding the foregoing, upon the affirmative vote or written consent of the holders of at least two-thirds of the shares of each series of preferred stock, each share of such series of preferred stock will automatically convert into shares of common stock. In addition, all shares of Archemix preferred stock will convert automatically upon the closing of a firm commitment underwritten public offering of Archemix’s common stock, without any minimum proceeds or per share price, upon the affirmative vote or

318

	NitroMed	Archemix
		written consent of the holders of at least two-thirds of the Series A and Series B preferred stock voting together as a single class on an as-converted basis.
		In the event of a liquidation, dissolution or winding up of Archemix, the holders of the Series B preferred stock receive preferential treatment over the holders of the Series A preferred stock, Series C preferred stock, and common stock; the holders of the Series A preferred stock receive preferential treatment over the holders of Series C preferred stock and common stock; and the holders of Series C preferred stock receive preferential treatment over the holders of common stock.
Dividends	NitroMed’s restated certificate of incorporation and amended and restated bylaws provide that dividends may be declared and paid on the common stock from funds lawfully available as determined by the board of directors and subject to any preferential dividend or other rights of any then outstanding preferred stock. The board of directors may fix an advanced record date for determination of the stockholders entitled to receive payment of any dividend. Such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action to which such record date relates.	Archemix’s amended and restated bylaws provide that, subject to the provisions of Archemix’s certificate of incorporation, the board of directors may declare dividends upon the common stock at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of capital stock. The holders of Series A preferred stock and Series B preferred stock are entitled to receive dividends equal to any dividend paid on the common stock. In addition, the holders of the Series A preferred stock and Series B preferred stock are entitled to receive dividends at a rate of $0.08 per share on an annual basis, payable in preference to any dividend payment on the Series C preferred stock or other class or series of junior preferred stock or common stock, and the holders of Series B preferred stock are entitled to receive dividends in preference to the Series A preferred stock. The dividends on the Series A and Series B preferred stock accrue, whether or not earned or declared, and are cumulative. All accrued dividends are forfeited upon conversion of the Series A preferred stock and Series B preferred stock, including in connection with the

319

	NitroMed	Archemix
		conversion of the preferred stock upon the closing of Archemix’s initial public offering. After payment of dividends on the Series A and Series B preferred stock, the holders of the Series C preferred stock and common stock may receive dividends when and if declared by the board of directors out of legally available funds.
Redemption	Pursuant to NitroMed’s restated certificate of incorporation and amended and restated bylaws, the stockholders of NitroMed do not have any redemption rights.	Pursuant to Archemix’s amended and restated certificate of incorporation, as amended, the holders of two-thirds of the then outstanding shares of preferred stock, voting together as a class on an as-converted basis, may require Archemix to redeem all of the outstanding preferred stock in three equal installments, with one-third of the shares of preferred stock redeemed on the first redemption date, one-third of the shares of preferred stock redeemed on the first anniversary of the first redemption date and the remainder redeemed on the second anniversary of the first redemption date. The first redemption date may not be earlier than March 31, 2009. If funds are available, the redemption price is equal to the liquidation preference payment on the first redemption date. If sufficient funds are not available, the shares of the Series B preferred stock will be redeemed in preference to the shares of Series A preferred stock and the shares of Series A preferred stock will be redeemed in preference to the shares of Series C preferred stock. All shares not redeemed shall be entitled to receive interest accruing daily at the rate of 8% per year, and if Archemix fails or refuses to redeem all of the shares of preferred stock subject to redemption within 90 days of the redemption date, then the holders of the preferred stock shall be entitled to elect a majority of the board of directors.
Indemnification and Limitation of Liability	NitroMed’s restated certificate of incorporation provides that NitroMed shall, to the fullest extent	Archemix’s amended and restated certificate of incorporation, as amended, and amended and restated

320

NitroMed	Archemix
permissible under the Delaware General Corporation Law, indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative or each person who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of NitroMed by reason of the fact that he or she is or was, or has agreed to become, a director or officer of NitroMed, or is or was serving , or has agreed to serve, at the request of NitroMed, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorney’s fees). For any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of NitroMed), NitroMed shall also indemnify each indemnitee against judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if indemnitee acted in good faith and in a manner which the indemnified party to be in, or not opposed to, the best interests of NitroMed, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.	bylaws provide that Archemix shall, to the fullest extent permissible under the Delaware General Corporation Law, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of Archemix against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of such person in connection with such action, suit or proceeding and any appeal therefrom, and advance expenses to such person in connection with any such proceeding. The right to indemnification and advancement of expenses is not exclusive of any other rights to which such persons may be entitled. Archemix’s amended and restated certificate of incorporation, as amended, provides that, to the fullest extent permissible under applicable law, members of the board of directors shall not be personally liable to Archemix or its stockholders for monetary damages for breach of fiduciary duty.
For any threatened, pending or completed action or suit by or in the right of NitroMed, NitroMed shall also indemnify each indemnitee, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of indemnitee in

321

NitroMed	Archemix
connection with such action, suit or proceeding and any appeal therefrom, if indemnitee acted in good faith and in a manner which indemnitee reasonably believed to be in, or not opposed to the best interests of NitroMed, except that no indemnification shall be made under this circumstance unless the Court of Chancery of Delaware determines that an award of such expenses (including attorneys’ fees) to the indemnitee is proper.
The right to indemnification and advancement of expenses is not exclusive of any other rights to which such persons may be entitled.

322

PRINCIPAL STOCKHOLDERS OF NITROMED

Except where specifically noted, the following information and all other information contained in this joint proxy statement/prospectus does not give effect to the reverse stock split described in NitroMed Proposal No. 2.

The following table sets forth information regarding beneficial ownership of NitroMed’s common stock as of December 1, 2008 by:

•  each person, entity or group of affiliated persons or entities known to NitroMed to be the beneficial owner of more than 5% of the outstanding shares of NitroMed common stock;

•  each member of NitroMed’s board of directors;

•  all individuals serving as NitroMed’s principal executive officer during fiscal year 2007, (ii) all individuals serving as NitroMed’s principal financial officer during fiscal year 2007, (iii) each of NitroMed’s three most highly compensated other executive officers who were serving as executive officers on December 31, 2007 and (iv) one additional person for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer on December 31, 2007; and

•  all of NitroMed’s directors and executive officers as a group.

Beneficial ownership is determined in accordance with the applicable rules of the SEC and includes voting or investment power with respect to shares of NitroMed’s common stock. Shares of common stock issuable under stock options and warrants that are currently exercisable or exercisable within 60 days of December 1, 2008 are deemed to be beneficially owned by the person holding the option or warrant for purposes of calculating the percentage ownership of any other person. The information set forth below is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares deemed beneficially owned in this table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated and subject to the voting agreements entered into by stockholders of Archemix and NitroMed, to NitroMed’s knowledge, all persons named in the table have sole voting and investment power with respect to the shares of common stock beneficially owned by them, except, where applicable, to the extent authority is shared by spouses under community property laws.

	Number of
	Outstanding		Common Stock
	Shares of		Underlying		Total Number		Percentage of
	Common Stock		Options		of Shares		Common Stock
Name and Address of	Beneficially		Exercisable		Beneficially		Beneficially
Beneficial Owner(1)	Owned		Within 60 Days		Owned		Owned
5% Stockholders
Funds affiliated with HealthCare Ventures, L.L.C.		3,239,598		—		3,239,598		7.0	%
Nassau Street, Second Floor Princeton, New Jersey 08837(2)
Rho Ventures		5,397,711		—		5,397,711		11.7	%
152 West 57th Street, 23rd Floor New York, New York 10019(3)
Invus Public Equities, L.P.		4,989,024		—		4,989,024		10.8	%
750 Lexington Avenue, 30th Floor New York, New York 10022(4)
Deerfield Capital, L.P.		5,525,345		—		5,525,345		12.0	%
780 Third Avenue, 37th Floor New York, New York 10017(5)

323

	Number of
	Outstanding		Common Stock
	Shares of		Underlying		Total Number		Percentage of
	Common Stock		Options		of Shares		Common Stock
Name and Address of	Beneficially		Exercisable		Beneficially		Beneficially
Beneficial Owner(1)	Owned		Within 60 Days		Owned		Owned
Named Executive Officers
Kenneth Bate		—		625,558		625,558		1.3	%
James Ham, III(6)		299		—		299		*
Gerald Bruce(7)		46,072		—		46,072		*
Jane Kramer(8)		37,051		—		37,051		*
L. Gordon Letts, Ph.D.(9)		128,367		437,700		566,067		1.2	%
Manuel Worcel, M.D.(10)		110,717		—		110,717		*
Directors
Robert Cohen		12,500		75,000		87,500		*
Frank Douglas, M.D., Ph.D.		—		60,000		60,000		*
Zola Horovitz, Ph.D.		12,500		75,000		87,500		*
Argeris Karabelas, Ph.D.(11)		1,403,460		426,249		1,829,709		3.9	%
Mark Leschly(12)		5,421,455		62,500		5,483,955		11.9	%
John Littlechild(13)		3,306,360		64,375		3,370,735		7.3	%
Joseph Loscalzo, M.D., Ph.D.		3,449		154,375		157,824		*
Davey Scoon		—		75,000		75,000		*
Christopher Sobecki(14)		4,989,024		25,000		5,014,024		10.9	%
All current directors and executive officers as a group (10 persons)		15,148,748		1,643,057		16,791,805		35.2	%

*	Less than 1% of NitroMed’s outstanding common stock.
(1)	Unless otherwise indicated, the address of each stockholder is c/o NitroMed, Inc., 45 Hayden Avenue, Suite 3000, Lexington, Massachusetts 02421.
(2)	Consists of 1,240,788 shares of common stock held by HealthCare Ventures V, L.P. and 1,998,810 shares of common stock held by HealthCare Ventures VI, L.P. Mr. Littlechild, a director of NitroMed, is a general partner of HealthCare Partners V, L.P. (which is the general partner of HealthCare Ventures V, L.P.) and HealthCare Partners VI, L.P. (which is the general partner of HealthCare Ventures VI, L.P.). Mr. Littlechild disclaims beneficial ownership of the shares held by each of the funds affiliated with HealthCare Ventures, L.L.C., except to the extent of his pecuniary interest therein.
(3)	Consists of 2,647,802 shares of common stock held by Rho Management Trust II, 450,376 shares of common stock held by Rho Management Trust III, 77,932 shares of common stock held by Rho Investment Partners “H” L.P., 21,145 shares of common stock held by Rho Management Partners L.P., 378,884 shares of common stock held by Rho Ventures IV L.P., 891,990 shares of common stock held by Rho Ventures IV (QP) L.P. and 929,582 shares of common stock held by Rho Ventures IV GmbH & Co., Beteiligungs KG. Mr. Leschly, a director of NitroMed, is a managing member of the general partner of Rho Ventures IV, L.P. and Rho Ventures IV (QP), L.P., a managing director of the general partner of Rho Ventures IV GmbH & Co. Beteiligungs KG and a managing partner of the investment advisor to Rho Management Trust II. Mr. Leschly disclaims beneficial ownership of the shares held by each of the funds affiliated with Rho Capital Partners, Inc. except to the extent of his pecuniary interest therein.
(4)	Consists of 4,989,024 shares of common stock held by Invus Public Equities, L.P. Mr. Sobecki, a director of NitroMed, is managing director of The Invus Group, LLC, which is an affiliate of Invus Public Equities, L.P. Mr. Sobecki disclaims beneficial ownership of the shares held by Invus Public Equities, L.P., except to the extent of his pecuniary interest therein.
(5)	Based upon a Schedule 13D filed with the SEC on September 23, 2008. Consists of 1,945,255 shares of common stock held by Deerfield Special Situations Fund, L.P., whose general partner is Deerfield Capital, L.P., and 3,580,090 shares of common stock held by Deerfield Special Situations

324

	Fund International Limited, whose investment manager is Deerfield Management Company, L.P. Mr. Flynn is the managing member of general partner of Deerfield Capital, L.P. and the managing member of the general partner of Deerfield Management Company, L.P.
(6)	Mr. Ham ceased to serve as NitroMed’s vice president, chief financial officer, treasurer and secretary on April 11, 2008.
(7)	Mr. Bruce ceased to serve as NitroMed’s senior vice president, commercial operations on March 15, 2008.
(8)	Ms. Kramer ceased to serve as NitroMed’s vice president, corporate affairs on April 15, 2008.
(9)	Dr. Letts ceased to serve as NitroMed’s senior vice president, research and development and chief scientific officer on May 21, 2007. Pursuant to the terms of a transition agreement, Dr. Letts served as NitroMed’s scientific and technology advisor from May 21, 2007 to May 21, 2008.
(10)	Dr. Worcel ceased to serve as NitroMed’s chief medical officer on January 17, 2008.
(11)	Includes 1,332,856 shares of common stock held by funds affiliated with Care Capital LLC, 36,885 shares held by Jan and Lotte Leshly and 22,540 shares held by David Ramsay. Mr. Ramsay and Mr. Leschly are partners of Care Capital LLC. Dr. Karabelas, a director of NitroMed, is also a partner of Care Capital LLC. Dr. Karabelas disclaims beneficial ownership of the shares held by each of the funds of NitroMed affiliated with Care Capital LLC, except to the extent of his pecuniary interest therein. Dr. Karabelas served as NitroMed’s interim president and chief executive officer from March 20, 2006 to January 19, 2007.
(12)	Includes 5,397,711 shares of common stock held by funds affiliated with Rho Ventures. See Note 3 above.
(13)	Includes 3,239,598 shares of common stock held by funds affiliated with HealthCare Ventures, L.L.C. See Note 2 above.
(14)	Includes 4,989,024 shares of common stock held by Invus Public Equities, L.P. See Note 4 above.

325

PRINCIPAL STOCKHOLDERS OF ARCHEMIX

The following table and the related notes present information on the beneficial ownership of shares of Archemix common stock and Archemix preferred stock as of December 1, 2008, except as noted in the footnotes, by:

•  each director and named executive officer of Archemix,

•  each person or group who is known to the management of Archemix to be the beneficial owner of more than 5% of any class of Archemix voting securities outstanding as of December 1, 2008, and

•  all current directors and current executive officers of Archemix as a group.

Unless otherwise indicated in the footnotes to this table and subject to the voting agreements entered into by stockholders of Archemix with NitroMed, Archemix believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

The number of total shares beneficially owned and common stock beneficially owned below assumes, in each case, the conversion of 120,547,202 shares of Archemix Series A, Series B, and Series C preferred stock into 120,547,202 shares of Archemix common stock. The percentage of common stock beneficially owned is based on 136,490,233 shares of Archemix common stock outstanding as of December 1, 2008, assuming the conversion of Archemix preferred stock into Archemix common stock as noted above. Shares of Archemix common stock subject to options and warrants that are currently exercisable or are exercisable within 60 days of December 1, 2008 are treated as outstanding and beneficially owned by the person holding them for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other stockholder. Stock options granted by Archemix are subject to a right of early exercise, pursuant to which an optionee can exercise unvested stock options and receive, upon exercise, shares of restricted common stock. Unless otherwise indicated below, the address for each person and entity named in the table is: c/o Archemix Corp., 300 Third Street, Cambridge, Massachusetts 02142.

	Number of		Common
	Outstanding		Stock
	Shares of		Underlying		Total		Percentage of
	Common		Options		Number of		Common
	Stock		Exercisable		Shares		Stock
Name and Address of	Beneficially		Within		Beneficially		Beneficially
Beneficial Owner	Owned		60 Days		Owned		Owned
5% Stockholders
Funds affiliated with Atlas Venture(1)		18,425,000		—		18,425,000		13.5	%
890 Winter Street, Suite 320 Waltham, Massachusetts 02451
Funds affiliated with Care Capital II, LLC(2)		7,000,000		—		7,000,000		5.1	%
Princeton Overlook One 47 Hulfish Street, Suite 310 Princeton, New Jersey 08540
Funds affiliated with Highland Capital Partners(3)		17,500,000		—		17,500,000		12.8	%
92 Hayden Avenue Lexington, Massachusetts 02421
Funds affiliated with International Life Sciences Fund III (GP), L.P.(4)		15,311,443		—		15,311,443		11.2	%
c/o SV Life Science Advisers 60 State Street, Suite 3650 Boston, Massachusetts 02109

326

	Number of		Common
	Outstanding		Stock
	Shares of		Underlying		Total		Percentage of
	Common		Options		Number of		Common
	Stock		Exercisable		Shares		Stock
Name and Address of	Beneficially		Within		Beneficially		Beneficially
Beneficial Owner	Owned		60 Days		Owned		Owned
Merck KGaA(5)		14,922,207		—		14,922,207		10.9	%
Frankfurter Street 250 D 64293 Darmstadt, Germany
Funds affiliated with Prospect Venture Partners II, L.P.(6)		18,400,000		—		18,400,000		13.5	%
435 Tasso Street, Suite 200 Palo Alto, California 94301
Funds affiliated with Rho Ventures(7)		12,709,306		—		12,709,306		9.3	%
Carnegie Hall Tower 152 57th Street, 23rd Floor New York, New York 10019
Named Executive Officers and Directors
Errol De Souza, Ph.D.(8)		1,134,375		5,749,959		6,884,334		4.8	%
Gregg Beloff(9)		—		702,693		702,693		*
Page Bouchard, D.V.M.(10)		—		755,000		755,000		*
James Gilbert, M.D.(11)		—		600,000		600,000		*
Duncan Higgons(12)		1,200,000		300,000		1,500,000		1.1	%
Peter Barrett, Ph.D.(13)		18,425,000		—		18,425,000		13.5	%
Corey Mulloy(14)		17,500,000		—		17,500,000		12.8	%
Michael Ross, Ph.D.(15)		15,311,443		—		15,311,443		11.2	%
Alex Barkas, Ph.D.(16)		18,400,000		—		18,400,000		13.5	%
John Maraganore, Ph.D.(17)		—		130,000		130,000		*
Lawrence Best(18)		600,000		182,000		782,000		*
Robert Stein, M.D., Ph.D.(19)		—		110,000		110,000		*
All current directors and executive officers as a group (12 persons)		72,570,818		8,529,652		81,100,470		55.9	%

*	Indicates beneficial ownership of less than 1%.
(1)	Consists of 18,182,567 shares of Archemix preferred stock held by Atlas Venture Fund V, L.P., and 242,433 shares of Archemix preferred stock held by Atlas Venture Entrepreneurs’ Fund V, L.P. As general partner of these funds, and by virtue of these funds’ relationships as affiliated limited partnerships, Atlas Venture Associates V, L.P., or AVA V LP, may also be deemed to beneficially own these shares. As the general partner of AVA V LP, Atlas Venture Associates V, Inc., or AVA V Inc., may also be deemed to beneficially own these shares. In their capacities as directors of AVA V Inc., each of Messrs. Axel Bichara, Jean-Francois Formela and Christopher Spray may be deemed to beneficially own these shares. Each of Messrs. Bichara, Formela and Spray disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Each of the Atlas Venture funds disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. Dr. Barrett, a member of Archemix’s board of directors, is a Partner at Atlas Venture. Dr. Barrett disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(2)	Consists of 6,550,600 shares of Archemix preferred stock held by Care Capital Investments II, L.P. and 449,400 shares of Archemix preferred stock held by Care Capital Offshore Investments II, L.P. The voting and disposition of the shares held by Care Capital Investments II, L.P. and Care Capital Offshore Investments II, L.P. is determined by the managers of Care Capital II, LLC, which is the manager of each of these funds. In their capacities as managers of Care Capital II, LLC, each of Jan Leschly, Argeris Karabelas, Ph.D. and David Ramsay may be deemed to beneficially own these shares. Each of Messrs. Leschly, Karabelas and Ramsay disclaim beneficial ownership of such shares except to the extent of his primary interest therein, the amount of which cannot be determined.

327

(3)	Consists of 10,955,000 shares of Archemix preferred stock held by Highland Capital Partners VI Limited Partnership, or HCP VI, 6,002,500 shares of Archemix preferred stock held by Highland Capital Partners VI-B Limited Partnership, or HCP VI-B, and 542,500 shares of Archemix preferred stock held by Highland Entrepreneurs’ Fund VI Limited Partnership, or HEF VI, collectively the Highland Investing Entities. Highland Management Partners VI Limited Partnership, or HMP, is the general partner of HCP VI and HCP VI-B. HEF VI Limited Partnership, or HEF, is the general partner of HEF VI. Highland Management Partners VI, Inc., or Highland Management, is the general partner of both HMP and HEF. Corey Mulloy, a member of Archemix’s board of directors, is one of eight managing directors of Highland Management. Highland Management, as the general partner of the general partners of the Highland Investing Entities, may be deemed to have beneficial ownership of the shares held by the Highland Investing Entities. The managing directors of Highland Management have shared voting and investment control over all the shares held by the Highland Investing Entities and therefore may be deemed to share beneficial ownership of the shares held by the Highland Investing Entities by virtue of this status as controlling persons of Highland Management. Each of the managing directors of Highland Management disclaims beneficial ownership of the shares held by the Highland Investing Entities except to the extent of his pecuniary interest therein.
(4)	Consists of 14,412,879 shares of Archemix preferred stock beneficially owned by International Life Sciences Fund III (LP1), L.P., or ILSF III LP1, 577,485 shares of Archemix preferred stock beneficially owned by International Life Sciences Fund III (LP2), L.P., or ILSF III LP2, 143,204 shares of Archemix preferred stock beneficially owned by International Life Sciences Fund III Strategic Partners, L.P., or ILSF III Strategic Partners, and 177,875 shares of Archemix preferred stock beneficially owned by International Life Sciences Fund III Co-investment, L.P., or ILSF III Co-Invest. International Life Sciences Fund III (GP), L.P., or GP, the general partner of each of ILSF III LP1, ILSF III LP2, ILSF III Co-Invest and ILSF III Strategic Partners, and ILSF III, LLC, the general partner of the GP, may be deemed to share voting and dispositive power over the shares held by each of ILSF III LP1, ILSF III LP2, ILSF III Co-Invest and ILSF III Strategic Partners. ILSF III LP1, ILSF III LP2, ILSF III Co-Invest and ILSF III Strategic Partners (each a “Fund”, or collectively the “Funds”) may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. Michael Ross, a member of Archemix’s board of directors, is a member of the investment committee of ILSF III, L.L.C. and shares voting and dispositive power over these shares with others. Dr. Ross disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(5)	Represents 14,922,207 shares of Archemix preferred stock held by Merck KGaA.
(6)	Consists of 3,950,000 shares of Archemix preferred stock held by Prospect Venture Partners, L.P., or PVP I, and 14,450,000 shares of Archemix preferred stock held by Prospect Venture Partners II, L.P., or PVP II. Alex Barkas, Ph.D., is a managing member of each of the respective general partners of PVP I and PVP II and shares voting and investment power over the shares held by PVP I and PVP II. Dr. Barkas disclaims beneficial ownership of the shares held by PVP I and PVP II, except to the extent of his pecuniary interest therein.
(7)	Consists of 3,467,263 shares of Archemix preferred stock held by Rho Management Trust I, 3,904,300 shares of Archemix preferred stock held by Rho Ventures IV GmbH & Co. Beteiligungs KG, 1,591,338 shares of Archemix preferred stock held by Rho Ventures IV, L.P., and 3,746,405 shares of Archemix preferred stock held by Rho Ventures IV (QP), L.P. In their capacities as the managing members, managing directors and managing partners of the general partners and investment advisors of these entities, Habib Kairouz, Mark Leschly and Joshua Ruch may be deemed to have voting and investment control over the shares listed above. Each of Mr. Kairouz, Mr. Leschly and Mr. Ruch disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
(8)	Consists of 150,000 shares of Archemix common stock held by Dr. De Souza, 984,375 shares of Archemix common stock held by the De Souza Family Trust, the trustees and beneficiaries of which are Dr. De Souza and his spouse, and options to purchase 5,749,959 shares of Archemix common stock held by Dr. De Souza. Of the shares underlying options, 1,206,250 shares issuable upon exercise of such options will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.

328

(9)	140,625 shares underlying the options issuable upon exercise to Mr. Beloff will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(10)	155,000 shares underlying the options issuable upon exercise to Dr. Bouchard will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(11)	300,000 shares underlying the options issuable upon exercise to Dr. Gilbert will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(12)	Consists of 1,200,000 shares of Archemix common stock held by Mr. Higgons, 375,000 of which were subject to a right of repurchase in favor of Archemix as of December 1, 2008. Of the 300,000 shares underlying options, 187,500 shares issuable upon exercise of such options will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(13)	Consists of 18,182,567 shares of Archemix preferred stock held by Atlas Venture Fund V, L.P., and 242,433 shares of Archemix preferred stock held by Atlas Venture Entrepreneurs’ Fund V, L.P. Peter Barrett, Ph.D., a member of Archemix’s board of directors, is a Partner at Atlas Venture. Dr. Barrett disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(14)	Represents 17,500,000 shares of Archemix preferred stock held by Highland Capital Partners VI Limited Partnership, or HCP VI, Highland Capital Partners VI-B Limited Partnership, or HCP VI-B, and Highland Entrepreneurs’ Fund VI Limited Partnership, or HEF VI, as noted in footnote 3. Mr. Mulloy disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(15)	Represents 15,311,443 shares of Archemix preferred stock held by funds affiliated with International Life Sciences Fund III (GP), L.P. as noted in footnote 4. Dr. Ross disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(16)	Consists of 3,950,000 shares of Archemix preferred stock held by Prospect Venture Partners, L.P., or PVP I, and 14,450,000 shares of Archemix preferred stock held by Prospect Venture Partners II, L.P., or PVP II, as noted in footnote 6. Alex Barkas, Ph.D., a member of Archemix’s board of directors, is a managing member of each of the respective general partners of PVP I and PVP II and shares voting and investment power over the shares held by PVP I and PVP II. Dr. Barkas disclaims beneficial ownership of the shares held by PVP I and PVP II, except to the extent of his pecuniary interest therein.
(17)	50,000 shares underlying the options issuable upon exercise to Dr. Maraganore will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(18)	Consists of 600,000 shares of Archemix preferred stock and options to purchase 182,000 shares of Archemix common stock held by Mr. Best, of which 28,000 shares underlying such options issuable upon exercise will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(19)	80,000 shares underlying the options issuable upon exercise to Dr. Stein will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.

329

PRINCIPAL STOCKHOLDERS OF COMBINED COMPANY

The following table and the related notes present certain information with respect to the beneficial ownership of the combined company upon consummation of the merger, by (1) each director and executive officer of the combined company, (2) each person or group who is known to the management of NitroMed and Archemix to become the beneficial owner of more than 5% of the common stock of the combined company upon the consummation of the merger and (3) all directors and executive officers of the combined company as a group. Unless otherwise indicated in the footnotes to this table and subject to the voting agreements entered into by stockholders of NitroMed and Archemix, NitroMed and Archemix believe that each of the persons named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

The percent of common stock of the combined company is based on 146,393,029 shares of common stock of the combined company outstanding if the merger were to occur as of December 1, 2008 and assumes that NitroMed’s net cash balance, as calculated pursuant to the merger agreement, is equal to $45 million at the closing of the merger and Archemix’s cash and cash equivalents are at least $30 million. This also assumes the cancellation of options to purchase 1,403,125 shares of NitroMed common stock at the closing of the merger pursuant to option cancellation agreements entered into with NitroMed’s employees and directors in connection with the merger, such that the exchange ratios for the Archemix common stock and preferred stock will be as described elsewhere in this joint proxy statement/prospectus, subject, in each case, to adjustment to account for the reverse stock split. Shares of NitroMed common stock subject to options that are currently exercisable or are exercisable within 60 days of December 1, 2008 are treated as outstanding and beneficially owned by the person holding them for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose computing the percentage of any other stockholder. Stock options granted by Archemix are subject to a right of early exercise, pursuant to which an optionee can exercise unvested stock options for shares of restricted stock. Unless otherwise indicated below, the address for each person and entity named in the table is: c/o Archemix Corp., 300 Third Street, Cambridge, Massachusetts 02142.

					Percent of
	Number of				Common
	Shares of		Options and		Stock
	Common		Warrants		Beneficially
	Stock		Exercisable		Owned of the
	Beneficially		Within		Combined
Name of Beneficial Owner	Owned		60 Days		Company
5% Stockholders
Funds affiliated with Atlas Venture(1)		14,742,091		—		10.1	%
890 Winter Street, Suite 320 Waltham, Massachusetts 02451
Funds affiliated with Highland Capital Partners(2)		14,001,986		—		9.6	%
92 Hayden Avenue Lexington, Massachusetts 02421
Funds affiliated with International Life Sciences Fund III (GP), L.P.(3)		12,250,888		—		8.4	%
c/o SV Life Science Advisers 60 State Street, Suite 3650 Boston, Massachusetts 02109
Merck KGaA		7,640,899		—		5.2	%
Frankfurter Street 250 D 64293 Darmstadt, Germany

330

					Percent of
	Number of				Common
	Shares of		Options and		Stock
	Common		Warrants		Beneficially
	Stock		Exercisable		Owned of the
	Beneficially		Within		Combined
Name of Beneficial Owner	Owned		60 Days		Company
Funds affiliated with Prospect Venture Partners II, L.P.(4)		14,722,088		—		10.1	%
435 Tasso Street, Suite 200 Palo Alto, California 94301
Funds affiliated with Rho Ventures(5)		15,566,595		—		10.6	%
Carnegie Hall Tower 152 57th Street, 23rd Floor New York, New York 10019
Directors and Executive Officers
Kenneth Bate(6)		—		150,000		*
Gregg Beloff(7)		—		359,813		*
Page Bouchard, D.V.M.(8)		—		386,596		*
James Gilbert, M.D.(9)		—		307,229		*
Duncan Higgons(10)		614,458		768,072		*
Errol De Souza, Ph.D.(11)		580,855		2,944,259		2.4	%
Alex Barkas, Ph.D.(12)		14,722,088		—		10.1	%
Peter Barrett, Ph.D.(13)		14,742,091		—		10.1	%
John Maraganore, Ph.D.(14)		—		66,566		*
Mark Leschly(15)		15,566,595		—		10.6	%
Michael Ross(16)		12,250,888		—		8.4	%
Davey Scoon, C.P.A.(17)		—		15,000		*
All directors and executive officers as a group (12 persons)		58,476,975		4,383,077		40.6	%

*	Less than 1%
(1)	Consists of 14,548,118 shares held by Atlas Venture Fund V, L.P., and 193,973 shares held by Atlas Venture Entrepreneurs’ Fund V, L.P. As general partner of these funds, and by virtue of these funds’ relationships as affiliated limited partnerships, Atlas Venture Associates V, L.P., or AVA V LP, may also be deemed to beneficially own these shares. As the general partner of AVA V LP, Atlas Venture Associates V, Inc., or AVA V Inc., may also be deemed to beneficially own these shares. In their capacities as directors of AVA V Inc., each of Messrs. Axel Bichara, Jean-Francois Formela and Christopher Spray may be deemed to beneficially own these shares. Each of Messrs. Bichara, Formela and Spray disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Each of the Atlas Venture funds disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. Dr. Barrett, a member of Archemix’s board of directors, is a Partner at Atlas Venture. Dr. Barrett disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(2)	Consists of 8,765,244 shares held by Highland Capital Partners VI Limited Partnership, or HCP VI, 4,802,681 shares held by Highland Capital Partners VI-B Limited Partnership, or HCP VI-B, and 434,061 shares held by Highland Entrepreneurs’ Fund VI Limited Partnership, or HEF VI, collectively the Highland Investing Entities. Highland Management Partners VI Limited Partnership, or HMP, is the general partner of HCP VI and HCP VI-B. HEF VI Limited Partnership, or HEF, is the general partner of HEF VI. Highland Management Partners VI, Inc., or Highland Management, is the general partner of both HMP and HEF. There are eight managing directors of Highland Management. Highland Management, as the general partner of the general partners of the Highland Investing Entities, and may be deemed to have beneficial ownership of the shares held by the Highland Investing Entities. The managing directors of Highland Management have shared voting and investment control over all the shares held by the Highland Investing Entities and therefore may be deemed to share beneficial ownership of the shares

331

	held by the Highland Investing Entities by virtue of this status as controlling persons of Highland Management. Each of the managing directors of Highland Management disclaims beneficial ownership of the shares held by the Highland Investing Entities except to the extent of his pecuniary interest therein.
(3)	Consists of 11,531,939 shares beneficially owned by International Life Sciences Fund III (LP1), L.P., or ILSF III LP1, 462,052 shares beneficially owned by International Life Sciences Fund III (LP2), L.P., or ILSF III LP2, 114,578 shares beneficially owned by International Life Sciences Fund III Strategic Partners, L.P., or ILSF III Strategic Partners, and 142,319 shares beneficially owned by International Life Sciences Fund III Co-investment, L.P., or ILSF III Co-Invest. International Life Sciences Fund III (GP), L.P., or GP, the general partner of each of ILSF III LP1, ILSF III LP2, ILSF III Co-Invest and ILSF III Strategic Partners, and ILSF III, LLC, the general partner of the GP, may be deemed to share voting and dispositive power over the shares held by each of ILSF III LP1, ILSF III LP2, ILSF III Co-Invest and ILSF III Strategic Partners. ILSF III LP1, ILSF III LP2, ILSF III Co-Invest and ILSF III Strategic Partners (each a “Fund”, or collectively the “Funds”) may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. Michael Ross, a member of Archemix’s board of directors, is a member of the investment committee of ILSF III, L.L.C. and shares voting and dispositive power over these shares with others. Dr. Ross disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(4)	Consists of 3,160,448 shares held by Prospect Venture Partners, L.P., or PVP I, and 11,561,640 shares held by Prospect Venture Partners II, L.P., or PVP II. Alex Barkas, Ph.D., is a managing member of each of the respective general partners of PVP I and PVP II and shares voting and investment power over the shares held by PVP I and PVP II. Dr. Barkas disclaims beneficial ownership of the shares held by PVP I and PVP II, except to the extent of his pecuniary interest therein.
(5)	Consists of 2,647,802 share held be Rho Management Trust II, 450,376 shares held by Rho Management Trust III, 77,932 shares held by Rho Investment Partners “H” L.P., 21,145 shares held by Rho Management Partners L.P., 3,153,087 shares held by Rho Management Trust I, 4,053,465 shares held by Rho Ventures IV GmbH & Co. Beteiligungs KG, 1,652,134 shares held by Rho Ventures IV, L.P., and 3,889,538 shares held by Rho Ventures IV (QP), L.P. Mr. Leschly, a director of Archemix, is a managing member of the general partner of Rho Ventures IV, L.P. and Rho Ventures IV (QP), L.P., a managing director of the general partner of Rho Ventures IV, GmbH & Co. Beteiligungs KG and a managing partner of the investment advisor to Rho Management Trust II. Mr. Leschly disclaims beneficial ownership of the shares held by each of the funds affiliated with Rho Capital Partners, Inc. except to the extent of his pecuniary interest therein.
(6)	Assumes the cancellation of options to purchase 500,000 shares of NitroMed common stock at the closing of the merger pursuant to option cancellation agreements entered into by NitroMed and Mr. Bate in connection with the merger.
(7)	72,006 shares underlying the options issuable upon exercise to Mr. Beloff will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(8)	79,367 shares underlying the options issuable upon exercise to Dr. Bouchard will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(9)	153,614 shares underlying the options issuable upon exercise to Dr. Gilbert will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(10)	Consists of 614,458 shares of Archemix common stock held by Mr. Higgons, 192,018 of which were subject to a right of repurchase in favor of Archemix as of December 1, 2008. Of the 153,614 shares underlying options, 96,009 shares issuable upon exercise of such options will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(11)	Consists of 76,807 shares held by Dr. De Souza, 504,048 shares held by the De Souza Family Trust, the trustees and beneficiaries of which are Dr. De Souza and his spouse, and options to purchase 2,944,259 shares of Archemix common stock held by Dr. De Souza. Of the shares underlying options, 617,658 shares issuable upon exercise of such options will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.

332

(12)	Consists of 3,160,448 shares held by Prospect Venture Partners, L.P., or PVP I, and 11,561,640 shares held by Prospect Venture Partners II, L.P., or PVP II, as noted in footnote 4. Alex Barkas, Ph.D., a member of Archemix’s board of directors, is a managing member of each of the respective general partners of PVP I and PVP II and shares voting and investment power over the shares held by PVP I and PVP II. Dr. Barkas disclaims beneficial ownership of the shares held by PVP I and PVP II, except to the extent of his pecuniary interest therein.
(13)	Consists of 14,548,118 shares held by Atlas Venture Fund V, L.P., and 193,973 shares held by Atlas Venture Entrepreneurs’ Fund V, L.P., as noted in footnote 1. Peter Barrett, Ph.D., a member of Archemix’s board of directors, is a Partner at Atlas Venture. Dr. Barrett disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(14)	35,843 shares underlying the options issuable upon exercise to Dr. Maraganore will be subject to a right of repurchase in favor of Archemix if such options are exercised within 60 days of December 1, 2008.
(15)	Includes 15,566,595 shares held by funds affiliated with Rho Ventures. See Note 5 above.
(16)	Represents 12,250,888 shares held by funds affiliated with International Life Sciences Fund III (GP), L.P. as noted in footnote 3. Dr. Ross disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(17)	Assumes the cancellation of options to purchase 60,000 shares of NitroMed common stock at the closing of the merger pursuant to option cancellation agreements entered into by NitroMed and Mr. Scoon in connection with the merger.

333

SELLING STOCKHOLDERS

In addition to registering up to 132,608,868 shares of NitroMed’s common stock to be issued to Archemix’s stockholders, option holders and warrant holders in connection with the merger, this joint proxy statement/prospectus relates to the aggregate resale of up to 69,400,927 shares of NitroMed common stock which may be sold from time to time by NitroMed’s selling stockholders. The following table sets forth certain information with respect to the resale of NitroMed’s common stock by NitroMed’s selling stockholders. NitroMed will not receive any proceeds from the resale of its common stock by its selling stockholders.

None of the selling stockholders has held a position or office or had a material relationship with NitroMed within the past three years other than ownership of NitroMed’s publicly traded common stock of which NitroMed has no knowledge.

The following table sets forth, to NitroMed’s knowledge, information about the selling stockholders as of December 1, 2008. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of NitroMed’s common stock. The number of shares of common stock beneficially owned prior to the offering for each selling stockholder includes (i) all shares of Archemix common stock and preferred stock held by a selling stockholder on an as converted basis as of December 1, 2008, plus (ii) all outstanding options held by such selling stockholder as of December 1, 2008, in each case adjusted by the applicable exchange ratio in the merger (assuming that NitroMed’s net cash at closing is $45 million and Archemix’s cash and cash equivalents are at least $30 million). The percent of common stock for each selling stockholder is based on 146,393,029 shares of common stock of the combined company outstanding if the merger were to occur as of December 1, 2008 and assumes NitroMed’s net cash balance, as calculated pursuant to the merger agreement, is equal to $45 million at the closing of the merger and Archemix’s cash and cash equivalents are at least $30 million. Unless otherwise indicated below and subject to the voting agreements entered into by the selling stockholders other than Archemix’s executive officers and directors, to NitroMed’s knowledge, all persons named in this table have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the person named below.

Throughout this joint proxy statement/prospectus, when we refer to the “selling stockholders,” we mean the persons listed in the table below, as well as the pledgees, donees, assignees, transferees, successors and others who later hold any of the selling stockholders’ interests, and when NitroMed refers to the shares of NitroMed common stock being offered by this joint proxy statement/prospectus it includes the shares of NitroMed common stock being offered on behalf of the selling stockholders.

NitroMed does not know when or in what amounts a selling stockholder may offer shares for sale. The selling stockholders might not sell any or all of the shares offered by this joint proxy statement/prospectus. Because the selling stockholders may offer all or some of the shares pursuant to this offering from time to time hereafter, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, other than the restrictions on sale for a period of 90 and 180 days following the effective time of the merger contained in the voting agreements, NitroMed cannot estimate the number of the shares that will be held by the selling stockholders after completion of the offering. However, for purposes of the table below, NitroMed has assumed that, after completion of the offering, none of the shares covered by this joint proxy statement/prospectus will be held by the selling stockholders, that no additional shares are bought or sold by the selling stockholders and that no selling stockholder owns publicly traded shares of NitroMed common stock.

						Number of
	Shares of Common					Shares		Shares of Common
	Stock					of		Stock
	Beneficially Owned					Common		to be Beneficially
	Prior					Stock		Owned
	to the Offering					Being		After the Offering
Name of Selling Stockholder(1)	Number		Percentage			Offered		Number		Percentage
Directors and Officers:
Errol De Souza, Ph.D.(2)		3,525,114		2.4	%		3,525,114		0		0%

334

						Number of
	Shares of Common					Shares		Shares of Common
	Stock					of		Stock
	Beneficially Owned					Common		to be Beneficially
	Prior					Stock		Owned
	to the Offering					Being		After the Offering
Name of Selling Stockholder(1)	Number		Percentage			Offered		Number		Percentage
Duncan Higgons(3)		768,072		*			768,072		0		0%
Gregg Beloff(4)		359,813		*			359,813		0		0%
Page Bouchard, D.V.M.(5)		386,596		*			386,596		0		0%
James Gilbert, M.D.(6)		307,229		*			307,229		0		0%
John Maraganore(7)		66,566		*			66,566		0		0%
Lawrence Best(8)		573,260		*			573,260		0		0%
Robert Stein, M.D., Ph.D.(9)		56,325		*			56,325		0		0%
10% Stockholders:
Atlas Venture Entrepreneurs’ Fund  V, L.P.(10)		193,973		*			193,973		0		0%
890 Winter Street, Suite 320 Waltham, Massachusetts 02451
Atlas Venture Fund V, L.P.(10)		14,548,118		9.9	%		14,548,118		0		0%
890 Winter Street, Suite 320 Waltham, Massachusetts 02451
Highland Capital Partners VI Limited Partnership(11)		8,765,244		6.0	%		8,765,244		0		0%
92 Hayden Avenue Lexington, Massachusetts 02421
Highland Capital Partners VI-B Limited Partnership(11)		4,802,681		3.3	%		4,802,681		0		0%
92 Hayden Avenue Lexington, Massachusetts 02421
Highland Entrepreneurs’ Fund VI Limited Partnership(11)		434,061		*			434,061		0		0%
92 Hayden Avenue Lexington, Massachusetts 02421
International Life Sciences Fund III (LP1), L.P.(12)		11,531,939		7.9	%		11,531,939		0		0%
c/o SV Life Sciences Advisers 60 State Street, Suite 36350 Boston, Massachusetts 02109
International Life Sciences Fund III (LP2), L.P.(12)		462,052		*			462,052		0		0%
c/o SV Life Sciences Advisers 60 State Street, Suite 36350 Boston, Massachusetts 02109
International Life Sciences Fund III Co-Investment, L.P.(12)		142,319		*			142,319		0		0%
c/o SV Life Sciences Advisers 60 State Street, Suite 36350 Boston, Massachusetts 02109
International Life Sciences Fund III Strategic Partners, L.P.(12)		114,578		*			114,578		0		0%
c/o SV Life Sciences Advisers 60 State Street, Suite 36350 Boston, Massachusetts 02109

335

						Number of
	Shares of Common					Shares		Shares of Common
	Stock					of		Stock
	Beneficially Owned					Common		to be Beneficially
	Prior					Stock		Owned
	to the Offering					Being		After the Offering
Name of Selling Stockholder(1)	Number		Percentage			Offered		Number		Percentage
Merck KGaA		7,640,899		5.2	%		7,640,899		0		0%
Frankfurter Street 250 D 64293 Darmstadt, Germany
Prospect Venture Partners II, L.P.(13)		11,561,640		7.9	%		11,561,640		0		0%
435 Tasso Street, Suite 200 Palo Alto, California 94301
Prospect Venture Partners, L.P.(13)		3,160,448		2.2	%		3,160,448		0		0%
435 Tasso Street, Suite 200 Palo Alto, California 94301
Total:		69,400,927		46.0	%		69,400,927		0		0%

*	Less than one percent.
(1)	Unless otherwise indicated, the address of each selling stockholder is c/o Archemix Corp., 300 Third Street, Cambridge, Massachusetts 02142.
(2)	Consists of 76,807 shares of common stock held by Dr. De Souza, 504,048 shares held by the De Souza Family Trust, the trustees and beneficiaries of which are Dr. De Souza and his spouse, and options to purchase 2,944,259 shares of common stock held by Dr. De Souza, of which, 688,065 shares issuable upon exercise of such options were subject to a right of repurchase in favor of Archemix as of December 1, 2008.
(3)	Consists of 614,458 shares of common stock held by Mr. Higgons, 153,614 shares of which were subject to a right of repurchase in favor of Archemix as of December 1, 2008, and options to purchase 153,614 shares of common stock, of which, 105,610 shares issuable upon exercise of such options were subject to a right of repurchase in favor of Archemix as of December 1, 2008.
(4)	Consists of options to purchase 359,813 shares of common stock, of which, 81,607 shares issuable upon exercise of such options were subject to a right of repurchase in favor of Archemix as of December 1, 2008.
(5)	Consists of options to purchase 386,596 shares of common stock, of which, 89,608 shares issuable upon exercise of such options were subject to a right of repurchase in favor of Archemix as of December 1, 2008.
(6)	Consists of options to purchase 307,229 shares of common stock, of which, 172,816 shares issuable upon exercise of such options were subject to a right of repurchase in favor of Archemix as of December 1, 2008.
(7)	Consists of options to purchase 66,566 shares of common stock, of which, 25,602 shares issuable upon exercise of such options were subject to a right of repurchase in favor of Archemix as of December 1, 2008.
(8)	Consists of 480,068 shares of common stock and options to purchase 93,192 shares of common stock, of which, 14,337 shares issuable upon exercise of such options were subject to a right of repurchase in favor of Archemix as of December 1, 2008.
(9)	Consists of options to purchase 56,325 shares of common stock, of which, 40,963 shares issuable upon exercise of such options were subject to a right of repurchase in favor of Archemix as of December 1, 2008.
(10)	As general partner of Atlas Venture Fund V, L.P., and Atlas Venture Entrepreneurs’ Fund V, L.P. and by virtue of these funds’ relationships as affiliated limited partnerships, Atlas Venture Associates V, L.P., or AVA V LP, may also be deemed to beneficially own these shares. As the general partner of AVA V LP,

336

	Atlas Venture Associates V, Inc., or AVA V Inc., may also be deemed to beneficially own these shares. In their capacities as directors of AVA V Inc., each of Messrs. Axel Bichara, Jean-Francois Formela and Christopher Spray may be deemed to beneficially own these shares. Each of Messrs. Bichara, Formela and Spray disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Each of the Atlas Venture funds disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein. Dr. Barrett, a member of Archemix’s board of directors, is a Partner at Atlas Venture. Dr. Barrett disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(11)	Highland Management Partners VI Limited Partnership, or HMP, is the general partner of Highland Capital Partners VI Limited Partnership, or HCP VI, and Highland Capital Partners VI-B Limited Partnership, or HCP VI-B. HEF VI Limited Partnership, or HEF, is the general partner of Highland Entrepreneurs’ Fund VI Limited Partnership, or HEF VI, and collectively with HCP VI and HCPVI-B, the Highland Investing Entities. Highland Management Partners VI, Inc., or Highland Management, is the general partner of both HMP and HEF. There are eight managing directors of Highland Management. Highland Management, as the general partner of the general partners of the Highland Investing Entities, and may be deemed to have beneficial ownership of the shares held by the Highland Investing Entities. The managing directors of Highland Management have shared voting and investment control over all the shares held by the Highland Investing Entities and therefore may be deemed to share beneficial ownership of the shares held by the Highland Investing Entities by virtue of this status as controlling persons of Highland Management. Each of the managing directors of Highland Management disclaims beneficial ownership of the shares held by the Highland Investing Entities except to the extent of his pecuniary interest therein.
(12)	International Life Sciences Fund III (GP), L.P., or GP, the general partner of each of International Life Sciences Fund III (LP1), L.P., or ILSF III LP1, International Life Sciences Fund III (LP2), L.P., or ILSF III LP2, International Life Sciences Fund III Strategic Partners, L.P., or ILSF III Strategic Partners, International Life Sciences Fund III Co-investment, L.P., or ILSF III Co-Invest, and ILSF III, LLC, the general partner of the GP, may be deemed to share voting and dispositive power over the shares held by each of ILSF III LP1, ILSF III LP2, ILSF III Co-Invest and ILSF III Strategic Partners. ILSF III LP1, ILSF III LP2, ILSF III Co-Invest and ILSF III Strategic Partners (each a “Fund”, or collectively the “Funds”) may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. Michael Ross, a member of Archemix’s board of directors, is a member of the investment committee of ILSF III, L.L.C. and shares voting and dispositive power over these shares with others. Dr. Ross disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(13)	Alex Barkas, Ph.D., is a managing member of each of the respective general partners of Prospect Venture Partners, L.P., or PVP I, and Prospect Venture Partners II, L.P., or PVP II, and shares voting and investment power over the shares held by PVP I and PVP II. Dr. Barkas disclaims beneficial ownership of the shares held by PVP I and PVP II, except to the extent of his pecuniary interest therein.

Relationships with Selling Stockholders

All of the selling stockholders are currently affiliates of Archemix. Please see the beneficial ownership table included on page 326 of this joint proxy statement/prospectus for details.

In connection with the execution of the merger agreement, each of the selling stockholders, other than Archemix’s executive officers and directors, entered into voting agreements with NitroMed, each dated November 18, 2008, that provide, among other things, that such selling stockholder will vote in favor of adoption of the merger agreement and grant to NitroMed an irrevocable proxy to vote all of such selling stockholder’s shares of Archemix capital stock in favor of adoption of the merger agreement and against any proposal made in opposition to, or in competition with, the proposal to adopt the merger agreement. In addition, each selling stockholder other than Archemix’s executive officers and directors has agreed not to transfer or otherwise dispose of any shares of NitroMed’s common stock that they receive in the merger for 90 days after the effective time of the merger and as to 50% of the shares they receive in the merger for 180 days after the effective time of the merger.

337

Plan of Distribution

The selling stockholders and their respective successors, including their transferees, pledgees or donees or their successors, may from time to time sell the securities hereby registered directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or the purchasers of the securities. These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved. The securities hereby registered may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related directly to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions:

•  on any national securities exchange or quotation service on which the common stock may be listed or quoted at the time of sale;

•  in the over-the-counter market;

•  in transactions otherwise than on these exchanges or services or in the over-the-counter market; or

•  through the writing of options.

The aggregate proceeds to the selling stockholders from the sale of the securities registered hereby by them will be the purchase price of the securities less discounts and commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of securities to be made directly or through agents. NitroMed will not receive any of the proceeds from this offering. NitroMed’s outstanding common stock is listed for trading on The NASDAQ Global Market. The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the securities registered hereby may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to statutory liabilities, including, but not limited to, liability under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. To the knowledge of NitroMed, there are currently no plans, arrangements or understandings between any selling stockholders and any underwriter, broker-dealer or agent regarding the sale of the securities registered hereby. The selling stockholders may determine not to sell any, or to sell less than all of, the securities described in this prospectus. In the event this registration statement cannot be used, selling stockholders may sell these securities subject to the limitations under Rule 145 under the Securities Act. Upon expiration of the limitations under Rule 145, selling stockholders will be able to freely sell these securities. To the extent required, the specific securities to be sold, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part. In connection with sales of the common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the NitroMed common stock in the course of hedging positions they assume. The selling stockholders may also sell NitroMed common stock short and deliver NitroMed common stock to close out short positions, or loan or pledge common stock to broker-dealers that in turn may sell such securities.

338

LEGAL MATTERS

Wilmer Cutler Pickering Hale and Dorr LLP, Boston, Massachusetts, will pass upon the validity of the NitroMed common stock offered by this joint proxy statement/prospectus.

EXPERTS

The financial statements of NitroMed, Inc. at December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, included in this joint proxy statement/prospectus, which is referred to and made a part of the Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Archemix Corp. at December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, included in this joint proxy statement/prospectus, which is referred to and made a part of the Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

NitroMed files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that NitroMed files at the SEC’s public reference rooms in Washington, D.C.; New York, New York; and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. NitroMed’s SEC filings are also available to the public from commercial document retrieval services and on the website maintained by the SEC at http://www.sec.gov. Reports, proxy statements and other information concerning NitroMed also may be inspected at the offices of the National Association of Securities Dealers, Inc., Listing Section, 1735 K Street, Washington, D.C. 20006.

You should rely only on the information contained in this joint proxy statement/prospectus to vote your shares at the special meetings. Neither NitroMed nor Archemix has authorized anyone to provide you with information that differs from that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated          , 2009. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date, and neither the mailing of this joint proxy statement/prospectus to stockholders nor the issuance of shares of NitroMed common stock in the merger shall create any implication to the contrary.

339

INDEX TO NITROMED’S CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
NITROMED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2007 and December 31, 2006		F-3
Statements of Operations for the Years ended December 31, 2007, December 31, 2006 and December 31, 2005		F-4
Statements of Stockholders’ Equity for the Years ended December 31, 2007, December 31, 2006 and December 31, 2005		F-5
Statements of Cash Flows for the Years ended December 31, 2007, December 31, 2006 and December 31, 2005		F-8
Notes to Financial Statements		F-9
NITROMED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Balance Sheets as of September 30, 2008 and December 31, 2007 (Unaudited)		F-29
Condensed Statements of Operations for the Nine Months ended September 30, 2008 and 2007 (Unaudited)		F-30
Condensed Statements of Cash Flows for the Nine Months ended September 30, 2008 and 2007 (Unaudited)		F-31
Notes to Unaudited Condensed Financial Statements		F-32

F-1

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

The Board of Directors and Stockholders

NitroMed, Inc.

We have audited the accompanying balance sheets of NitroMed, Inc. as of December 31, 2007 and 2006, and the related statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NitroMed, Inc. at December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 of the financial statements, effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, using the modified-prospective transition method.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), NitroMed, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2008, expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Boston, Massachusetts

March 4, 2008

F-2

NITROMED, INC.

BALANCE SHEETS

	December 31,
	2007			2006
	(In thousands, except par value amounts)
ASSETS
Current Assets:
Cash and cash equivalents	$	8,167		$	21,074
Marketable securities		23,233			21,079
Accounts receivable		1,929			1,370
Inventories		1,401			2,846
Prepaid expenses and other current assets		334			570
Total current assets		35,064			46,939
Property and equipment, net		312			963
Restricted cash		191			803
Total assets	$	35,567		$	48,705
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3,235		$	1,923
Accrued expenses		6,379			6,545
Accrued restructuring		—			299
Deferred revenue		—			206
Current portion of long-term debt		3,728			6,925
Total current liabilities		13,342			15,898
Long-term debt		—			3,728
Commitments and contingencies (Note 11)
Stockholders’ Equity:
Preferred stock, $0.01 par value; 5,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.01 par value; 65,000 shares authorized; 45,381 shares and 37,181 shares issued and outstanding as of December 31, 2007 and 2006, respectively		454			372
Additional paid-in capital		367,125			342,528
Accumulated deficit		(345,382	)		(313,808	)
Accumulated other comprehensive income (loss)		28			(13	)
Total stockholders’ equity		22,225			29,079
Total liabilities and stockholders’ equity	$	35,567		$	48,705

The accompanying notes are an integral part of the financial statements.

F-3

NITROMED, INC.

STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2007			2006			2005
	(In thousands, except per share amounts)
Revenues:
Product sales	$	15,269		$	12,086		$	4,455
License and collaboration		750			—			1,592
Total revenues		16,019			12,086			6,047
Cost and operating expenses:
Cost of product sales		4,236			3,560			8,009
Research and development(1)		12,185			17,029			31,340
Sales, general and administrative(1)		31,358			59,403			74,596
Restructuring charges		1,004			5,283			—
Total cost and operating expenses		48,783			85,275			113,945
Loss from operations		(32,764	)		(73,189	)		(107,898	)
Non-operating income:
Interest income		1,884			3,204			2,976
Interest expense		(694	)		(1,352	)		(930	)
		1,190			1,852			2,046
Net loss		(31,574	)		(71,337	)		(105,852	)
Basic and diluted net loss per share	$	(0.75	)	$	(1.96	)	$	(3.49	)
Shares used in computing basic and diluted net loss per share		41,997			36,399			30,355
(1) Includes stock-based compensation expense as follows:
Research and development	$	2,005		$	2,795		$	298
Sales, general and administrative	$	3,763		$	5,119		$	195

The accompanying notes are an integral part of the financial statements.

F-4

NITROMED, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

														Accumulated
	Common Stock				Additional			Deferred						Other			Total
			Par		Paid-in			Stock			Accumulated			Comprehensive			Stockholders’
	Shares		Value		Capital			Compensation			Deficit			Income (Loss)			Equity
	(In thousands)
Balance at December 31, 2004		30,124	$	301	$	275,727		$	(2,095	)	$	(136,619	)	$	(302	)	$	137,012
Exercise of stock options		339		3		653												656
Exercise of stock purchase warrants		12		—		1												1
Amortization of deferred stock compensation									887									887
Reversal of compensation expense associated with options issued to non-employees and performance options issued to employees						(394	)											(394	)
Issuance of stock under employee stock purchase plan		37		1		523												524
Unrealized gains on marketable securities															232			232
Net loss												(105,852	)					(105,852	)
Comprehensive loss																		(105,620	)
Balance at December 31, 2005		30,512	$	305	$	276,510		$	(1,208	)	$	(242,471	)	$	(70	)	$	33,066

The accompanying notes are an integral part of the financial statements.

F-5

NITROMED, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

														Accumulated
	Common Stock				Additional			Deferred						Other			Total
			Par		Paid-in			Stock			Accumulated			Comprehensive			Stockholders’
	Shares		Value		Capital			Compensation			Deficit			Income (Loss)			Equity
	(In thousands)
Balance at December 31, 2005		30,512	$	305	$	276,510		$	(1,208	)	$	(242,471	)	$	(70	)	$	33,066
Elimination of deferred stock compensation in accordance with the adoption of SFAS 123R						(1,208	)		1,208									—
Exercise of stock options		461		5		688												693
Compensation expense associated with options issued to employees						8,042												8,042
Reversal of compensation expense associated with options issued to non-employees						(239	)											(239	)
Issuance of stock under employee stock purchase plan		32		—		93												93
Issuance of stock in connection with employee benefit plan		78		1		198												199
Sale of common stock in public offering (net of issuance costs of $4,056)		6,098		61		58,444												58,505
Unrealized gains on marketable securities															57			57
Net loss												(71,337	)					(71,337	)
Comprehensive loss																		(71,280	)
Balance at December 31, 2006		37,181	$	372	$	342,528		$	—		$	(313,808	)	$	(13	)	$	29,079

The accompanying notes are an integral part of the financial statements.

F-6

NITROMED, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

											Accumulated
	Common Stock				Additional						Other			Total
			Par		Paid-in			Accumulated			Comprehensive			Stockholders’
	Shares		Value		Capital			Deficit			Income (Loss)			Equity
	(In thousands)
Balance at December 31, 2006		37,181	$	372	$	342,528		$	(313,808	)	$	(13	)	$	29,079
Exercise of stock options		273		3		309									312
Compensation expense associated with options issued to employees						4,993									4,993
Reversal of compensation expense associated with options issued to non-employees						(26	)								(26	)
Issuance of stock under employee stock purchase plan		74		1		78									79
Issuance of stock in connection with employee benefit plan		87		1		279									280
Issuance of common stock and related stock compensation expense in connection with restricted stock plan		166		1		800									801
Sale of common stock in public offering (net of issuance costs of $1,485)		7,600		76		18,164									18,240
Unrealized gains on marketable securities												41			41
Net loss									(31,574	)					(31,574	)
Comprehensive loss															(30,533	)
Balance at December 31, 2007		45,381	$	454	$	367,125		$	(345,382	)	$	28		$	22,225

The accompanying notes are an integral part of the financial statements.

F-7

NITROMED, INC.

STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2007			2006			2005
	(In thousands)
Cash flows from operating activities:
Net loss	$	(31,574	)	$	(71,337	)	$	(105,852	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		285			798			896
Stock-based compensation expense		5,768			7,914			493
Non-cash restructuring charges		—			1,342			—
Changes in operating assets and liabilities:
Accounts receivable		(559	)		1,236			(4,078	)
Inventories		1,445			401			(3,247	)
Prepaid expenses and other current assets		236			3,290			(644	)
Accounts payable		1,312			(9,887	)		9,148
Accrued expenses		114			(4,636	)		3,178
Accrued restructuring charge		(299	)		299			—
Deferred revenue		(206	)		(1,773	)		1,859
Net cash used in operating activities		(23,478	)		(72,353	)		(98,247	)
Cash flows from investing activities:
Purchases of property and equipment		(162	)		(111	)		(925	)
Proceeds from sale of equipment		528			—			—
Purchases of marketable securities		(69,020	)		(150,092	)		(126,159	)
Sales of marketable securities		66,907			179,520			182,426
Restricted cash		612			—			8
Net cash (used in) provided by investing activities		(1,135	)		29,317			55,350
Cash flows from financing activities:
Proceeds from sale of common stock		18,240			58,505			—
Proceeds from long-term debt		—			—			20,000
Principal payments on long-term debt		(6,925	)		(6,272	)		(3,075	)
Proceeds from employee stock plans		391			786			1,181
Net cash provided by financing activities		11,706			53,019			18,106
Net (decrease) increase in cash and cash equivalents		(12,907	)		9,983			(24,791	)
Cash and cash equivalents, beginning balance		21,074			11,091			35,882
Cash and cash equivalents, ending balance	$	8,167		$	21,074		$	11,091
Supplemental disclosure:
Cash paid during the year for interest	$	751		$	1,403		$	790

The accompanying notes are an integral part of the financial statements.

F-8

NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS

(all tabular amounts in thousands except per share amounts)

1.   The Company

NitroMed, Inc. (the “Company”) is the maker of BiDil^®. Since its inception, the Company has funded its operations mainly through the sale of equity securities, debt financings, license fees, research and development funding, milestone payments from its collaborative partners, and more recently, sales of BiDil. In June 2005, the U.S. Food and Drug Administration (“FDA”) approved the Company’s product, BiDil, for the treatment of heart failure in self-identified black patients as an adjunct to current standard therapies. BiDil is an orally administered fixed-dose combination of isosorbide dinitrate and hydralazine hydrochloride. The Company commercially launched BiDil in July 2005, and has since generated approximately $31.8 million in product sales, including product sales of $4.2 million during the fourth quarter of 2007, and total product sales of $15.3 million during the year ended December 31, 2007.

Based upon the Company’s determination that the successful commercialization of BiDil requires a magnitude of resources that it cannot currently allocate to the program, as well as the Company’s plans to conserve cash in order to pursue the development of an extended release formulation of BiDil, known as BiDil XR^tm, in January 2008 the Company discontinued active promotional activities for BiDil. The Company concurrently implemented a restructuring plan in which the Company significantly reduced its workforce immediately. The Company is evaluating strategic alternatives to divest its current business in whole or in part in an effort to maximize the value of its commercial organization and product development programs for its shareholders. The Company has engaged an investment bank to advise it in considering these potential strategic alternatives, which may include the sale, license or divestiture of certain of its assets, including its BiDil business, the assets relating to BiDil XR, and/or its nitric oxide technologies, the sale or merger of the Company, or other similar strategic transactions.

The Company’s business plan is to seek to divest all or substantially all of its business through a merger, asset sale, license, business combination or the like. Although the Company has discontinued promotional activities related to BiDil, the Company intends to continue to manufacture and sell BiDil and maintain the product on the market for patients through normal wholesale and retail channels. The Company also expects to incur additional expenses related to the ongoing development of BiDil XR. If and for so long as the Company continues its current business and operations, the Company will require substantial additional funds, which it expects to generate through a combination of BiDil sales and one or more strategic transactions. The Company may not be able to successfully consummate a strategic transaction, and additional financing may not be available to the Company on acceptable terms, if at all. If the Company is unable to obtain funding on a timely basis, whether through a strategic divestiture, financing or borrowing arrangements or other capital-raising transaction, the Company may not be able to support continued prescriptions for BiDil, may be compelled to significantly curtail or delay its development efforts with respect to BiDil XR, and the Company could also be required to limit, scale back or cease its operations. Currently, the Company believes that its existing sources of liquidity and the cash expected to be generated from future sales of BiDil, together with the significant reduction in expenditures as a result of its January 2008 restructuring, will be sufficient to fund the Company’s operations for at least the next twelve months.

2.   Summary of Significant Accounting Policies

Cash Equivalents and Marketable Securities

Cash equivalents are short-term, highly liquid investments with maturities of three months or less at the time of acquisition. Investments with maturities in excess of three months at the time of acquisition are classified as marketable securities and designated as available-for-sale. Cash equivalents consist of institutional money market funds. Available-for-sale securities are carried at fair market value, as reported by the custodian, and unrealized gains and losses are reported as a separate component of accumulated other comprehensive

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income (loss) within stockholders’ equity. Realized gains and losses were not material for the years ended December 31, 2007, 2006 and 2005.

Fair Value of Financial Instruments

Financial instruments mainly consist of cash, cash equivalents, marketable securities and the current portion of long-term debt. The carrying amounts of cash, cash equivalents, and marketable securities approximate their fair values. The fair value of long-term debt approximates its carrying value due to its remaining term to maturity.

Research and Development Expenses

Research and development expenses primarily consist of salaries and related expenses for research and development personnel, fees paid to consultants and outside service providers, materials used in clinical trials and research and development, and medical support costs related to the launch and commercialization of BiDil. The Company charges research and development expenses, including costs associated with acquiring patents, to operations as incurred.

The Company enters into contracts with professional service providers to conduct clinical trials and related services. These professional service providers render services over an extended period of time, generally one to three years. Typically, the Company enters into two types of vendor contracts, patient-based or time-based. Under a patient-based contract, the Company first determines an appropriate per patient cost using critical factors contained within the contract, which include the estimated number of patients, the cost assigned to each patient based on a patient’s number of visits and the total dollar value of the contract. The Company then records the expense based upon the total number of patients enrolled during the period and the status of each patient. Under a time-based contract, using critical factors contained within the contract such as the stated duration of the contract and the timing of services provided, the Company records the contractual expense for each service provided ratably over the period during which the Company estimates the service will be performed. On a monthly basis, the Company reviews both the timetable of services to be rendered and the timing of services actually received based on regular communications with its vendors in order to evaluate the reasonableness of its estimates. Based upon this review, revisions may be made to the forecasted timetable or the extent of services performed, or both, in order to reflect the Company’s most current estimate of the contract.

Revenue Recognition

The Company’s principal source of revenue is the sale of BiDil, which began shipping in July of 2005. Other sources of revenue to date include license fees, research and development payments and milestone payments that the Company has received from its corporate collaborators.

Product Sales/Deferred Revenue.  The Company follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition, and recognizes revenue from product sales upon delivery of product to wholesalers or pharmacies when persuasive evidence of an arrangement exists, the fee is fixed or determinable, title to product and associated risk of loss has passed to the wholesaler or pharmacy and collectibility of the related receivable is reasonably assured. All revenues from product sales are recorded net of applicable allowances for sales returns, wholesaler allowances, rebates, and discounts. For arrangements where the risk of loss has not passed to wholesalers or pharmacies, the Company defers the recognition of revenue by recording deferred revenue until such time that risk of loss has passed. In addition, the Company evaluates its level of shipments to wholesalers and pharmacies on a quarterly basis compared to the estimated level of inventory in the channel, remaining shelf-life of the product shipped, weekly prescription data and quarterly forecasted sales. As a result of this evaluation, the Company deferred $2.1 million of revenue from shipments in December 2005 and recorded this amount in deferred revenue as of December 31,

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2005. During 2006, the Company reversed $1.8 million of this deferred revenue and recognized the remainder as revenue.

Sales Returns, Allowances, Rebates and Discounts.  The Company’s product sales are subject to returns, wholesaler allowances, rebates and cash and contract discounts that are customary in the pharmaceutical industry. A large portion of the Company’s product sales are made to pharmaceutical wholesalers for further distribution through pharmacies to patients, who are consumers of the product. The Company determines the provisions for sales returns, allowances, rebates and discounts based primarily on historical experience, known trends and events, and contractual terms.

Product Returns.  Consistent with industry practice, the Company offers contractual return rights that allow customers to return product only during the period that is six months prior to, and twelve months after, product expiration. Commercial product shipped during 2005 and the first half of 2006 had a shelf-life of twelve months from date of manufacture with expiration dates ranging from April 2006 to May 2007. During the third quarter of 2006, the Company began shipping commercial product with an expiration date of 18 months. During the second quarter of 2007, the Company began shipping commercial product with an expiration date of 24 months. Factors that are considered in the Company’s estimate of future product returns include an analysis of the amount of product in the wholesaler and pharmacy channels, discussions with key wholesalers and other customers regarding inventory levels and shipment trends, review of consumer consumption data, and the remaining time to expiration of the Company’s product. As a result of this ongoing evaluation, the Company’s product return reserve was $0.9 million and $1.3 million for the years ended December 31, 2007 and 2006, respectively. For the years ended December 31, 2007, 2006 and 2005, the Company recorded a reduction to revenue for product returns of $1.0 million, $2.6 million and $0.1 million, respectively. This return rate and related reserve are evaluated on a quarterly basis, assessing each of the factors described above, and adjusted accordingly. In developing a reasonable estimate for the reserve for product returns, the Company considers the factors in paragraph 8 of Statement of Financial Accounting Standards No. 48, Revenue Recognition When a Right of Return Exists. Based on the factors noted above, the Company believes its estimate of product returns is reasonable, and changes, if any, from this estimate would not have a material impact to the Company’s financial statements. During the first quarter of 2008, BiDil’s shelf life was increased to 36 months and product bottled by the Company’s manufacturer in the first quarter of 2008 will have a 36 month shelf life.

Sample Voucher and Co-Pay Card Program.  Beginning in the third quarter of 2005, the Company initiated a sample voucher program whereby the Company offered an incentive to patients in the form of a free 30-day trial of BiDil. The Company accounts for this program in accordance with Emerging Issues Task Force Issue No. 01-09, Accounting for Consideration Given by a Vendor to a Customer (“EITF No. 01-09”). Initially, these sample programs had quarterly expiration dates such that each sample voucher program was only active for one quarter at a time. As a result, at the end of each quarter the Company could determine the actual amount of reimbursement claims received for the vouchers distributed during the quarter. The amount of reimbursement is recorded as a reduction to revenue. During the third quarter of 2006, the Company initiated a six month co-pay program whereby the Company covers the co-pay for eligible insured patients for their BiDil prescriptions, including refills. As a result of these programs, the Company recorded a reduction to revenue of $0.1 million, $0.5 million and $0.8 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Sales Discounts, Rebates and Allowances.  Sales discounts, rebates and allowances result primarily from sales under contract with healthcare providers, wholesalers, Medicare and Medicaid programs and other governmental agencies. The Company estimates rebates and contractual allowances, cash and contract discounts and other rebates by considering the following factors: current contract prices and terms, sales volume, and current actual average rebate rates. For the years ended December 31, 2007, 2006 and 2005, the

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Company recorded rebates, cash discounts, and other allowances of $5.3 million, $1.5 million and $0.5 million, respectively.

License and Collaboration Revenue.  The Company records collaboration revenue on an accrual basis as it is earned and when amounts are considered collectible. Revenues received in advance of performance obligations, or in cases where the Company has a continuing obligation to perform services, are deferred and recognized over the contractual or estimated performance period. Revenues from milestone payments that represent the culmination of a separate earnings process are recorded when the milestone is achieved. Contract revenues are recorded as the services are performed. When the Company is required to defer revenue, the period over which such revenue should be recognized is subject to estimates by management and may change over the course of the collaborative agreement. In October 2007, the Company entered into a License Agreement pursuant to which the Company granted the licensee a non-exclusive license under certain non-strategic patent rights owned and/or licensed by the Company. In consideration of this license, the licensee paid the Company an upfront fee of $750,000, which the Company recognized as revenue in the fourth quarter of 2007 because the Company had no remaining deliverable at December 31, 2007.

Accounts Receivable

Accounts receivable consist of amounts due from wholesalers and pharmacies for the purchase of BiDil. Ongoing evaluations of customer payment histories are performed and collateral is generally not required. As of December 31, 2007, the Company has not reserved any amount for bad debts related to the sale of BiDil. The Company continuously reviews all customer accounts to determine if an allowance for uncollectible accounts is necessary. The Company currently provides substantially all of its customers with payment terms of net 30 days. Through December 31, 2007, payments have generally been made in a timely manner.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives, which range between three to five years. Leasehold improvements are amortized based upon the lesser of the term of the lease or the useful life of the asset. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable and recognizes an impairment loss when the estimated undiscounted cash flows are less than the carrying value of the asset. The asset is written down to its fair value, determined by either a quoted market price or by a discounted cash flow technique, whichever is more appropriate under the circumstances. During 2006, the Company recorded impairment charges of $1.3 million (See Note 6). There were no impairment charges recorded during 2007. Property and equipment consist of the following:

	December 31,
	2007			2006
Laboratory furniture, fixtures and equipment	$	362		$	2,343
Office furniture, fixtures and equipment		162			903
Leasehold improvements		—			221
		524			3,467
Less accumulated depreciation and amortization		(212	)		(2,504	)
Total	$	312		$	963

In February 2007, the Company sold certain equipment previously used in research and development activities and received proceeds in the amount of $528,000, which approximated the equipment’s net book value.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Inventories

Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventories consisted of the following:

	December 31,
	2007		2006
Raw materials	$	349	$	2,123
Finished goods		1,052		723
Total	$	1,401	$	2,846

On a quarterly basis, the Company analyzes its current inventory levels and writes down inventory that has become un-saleable or has a cost basis in excess of its expected net realizable value. In addition, the Company evaluates its future irrevocable inventory purchase commitments compared to forecasted product sales, the current level of inventory, and its related product dating. For the year ended December 31, 2007, the Company recorded inventory impairment charges of $2.3 million to cost of sales for excess quantities comprised of commercial trade, patient sample inventory product and raw materials. For the year ended December 31, 2006, the Company recorded inventory impairment charges of $1.5 million to cost of sales comprised of $1.1 million for commercial trade and patient sample inventory product, and $0.4 million for contractual purchase commitments in excess of expected future inventory requirements based on the Company’s sales forecast. For the year ended December 31, 2005, the Company recorded an inventory impairment charge of $5.6 million to cost of sales related to commercial trade and patient sample inventory product, and a $1.5 million charge to cost of sales for contractual purchase commitments in excess of expected future inventory requirements based on the Company’s sales forecast.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and the dilutive potential common stock equivalents then outstanding. Potential common stock equivalents consist of stock options and restricted stock. Since the Company has a net loss for all periods presented, the effect of all potentially dilutive securities is antidilutive. Accordingly, basic and diluted net loss per share is the same. Options to purchase 4,747,755, 4,935,930 and 3,819,676 shares of common stock for the years ended December 31, 2007, 2006 and 2005, respectively, have been excluded from the computation of diluted net loss per share as their effects would have been antidilutive. In addition, 451,778 shares of restricted stock issued and outstanding as of December 31, 2007 are also not included.

Concentration of Credit Risk

Statement of Financial Accounting Standards No. 105, Disclosure of Information about Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit Risk, requires disclosure of any significant off-balance-sheet and credit risk concentrations. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of marketable securities and accounts receivable. The Company has no off-balance-sheet or concentrations of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company maintains its cash, cash equivalents and marketable securities balances with several high credit quality financial institutions.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

The following table summarizes the number of trade customers that individually comprise greater than 10% of product revenues and their respective percentage of the Company’s total product revenues on a gross basis:

			Percentage of
			Total Product
	Number of		Revenues by
	Significant		Customer
	Customers		A			B			C
Year ended:
December 31, 2007		3		38	%		36	%		17	%
December 31, 2006		3		34	%		36	%		18	%
December 31, 2005		3		44	%		21	%		14	%

The table above excludes revenues from license and collaboration agreements. The Company recognized revenue in 2007 and 2005 from two different collaborative partners.

The following table summarizes the number of customers that individually comprise greater than 10% of total accounts receivable and their respective percentage of the Company’s total accounts receivable:

	Number of		Percentage of Total Accounts
	Significant		Receivables by Customer
	Customers		A			B			C
As of:
December 31, 2007		3		38	%		34	%		17	%
December 31, 2006		3		37	%		30	%		16	%

Concentration of Other Risks

The Company currently obtains one of the key active pharmaceutical ingredients for its commercial requirements for BiDil from a single source. The Company also utilizes one manufacturer to produce BiDil. The disruption or termination of the contract with the manufacturer of BiDil or of the supply of the commercial requirement for BiDil or a significant increase in the cost of the key active pharmaceutical ingredient from this single source could have a material adverse effect on the Company’s business, financial position and results of operations.

Advertising Costs

All advertising costs are expensed as incurred. Advertising expenses were $7.7 million, $12.8 million and $20.1 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates relate to product returns rates, contract rebates, the net realizable value of inventory, useful lives of fixed assets, accrued liabilities, and stock-based compensation. Actual results could differ from those estimates, and such differences may be material to the financial statements.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Accumulated Other Comprehensive Income (Loss)

The Company presents comprehensive income (loss) in accordance with Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income. Accumulated other comprehensive income (loss) is comprised entirely of unrealized gains and losses on available-for-sale marketable securities.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax basis of assets and liabilities, as well as net operating loss carryforwards and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization.

Segment Information

During the three years ended December 31, 2007, 2006 and 2005, the Company operated in one reportable business segment, developing nitric oxide-enhancing medicines, under the management approach of Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information.

Stock-Based Compensation

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment (“SFAS 123R”), using the modified prospective transition method as permitted under SFAS 123R. Under this transition method, compensation cost recognized for the years ending December 31, 2007 and 2006 is comprised of: (a) compensation cost for all share-based payments granted prior to but not yet vested as of December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (“SFAS 123”), and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant- date fair value estimated in accordance with the provisions of SFAS 123R. In accordance with the modified prospective method of adoption, the Company’s results of operations and financial position for prior periods has not been restated.

See Note 7 for additional information relating to stock-based compensation.

New Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 codifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those years. The Company does not currently believe that adoption will have a material impact on its results of operations, financial position or cash flows.

In February 2007, FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. Furthermore, SFAS 159

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NOTES TO FINANCIAL STATEMENTS — (Continued)

establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for the Company beginning on January 1, 2008. The Company does not believe that adoption will have a material impact on its results of operations, financial position or cash flows.

In June 2007, the Emerging Issues Task Force issued EITF Issue 07-03, Accounting for Advance Payments for Goods or Services to Be Used in Future Research and Development (“EITF No. 07-03”). EITF No. 07-03 addresses the diversity which exists with respect to the accounting for the non-refundable portion of a payment made by a research and development entity for future research and development activities. Under EITF No. 07-03, an entity would defer and capitalize non-refundable advance payments made for research and development activities until the related goods are delivered or the related services are performed. EITF No. 07-03 is effective for the Company beginning on January 1, 2008. The Company does not expect the adoption of EITF No. 07-03 to have a material impact on its results of operations, financial position or cash flows.

3.   Cash Equivalents and Marketable Securities

The following is a summary of the fair market value of available-for-sale money market funds and marketable securities the Company held at December 31, 2007 and 2006:

			Gross Unrealized		Gross Unrealized			Estimated Fair
December 31, 2007	Amortized Cost		Gains		Losses			Value
Cash and money market funds	$	8,167	$	—	$	—		$	8,167
U.S. Government agencies
Due in one year or less		799		—		(3	)		796
Taxable auction securities		9,575		—		—			9,575
Tax-free auction securities		700		—		—			700
Corporate securities
Due in one year or less		9,897		28		(1	)		9,924
Due in one to three years		2,234		4		—			2,238
Total marketable securities	$	23,205	$	32	$	(4	)	$	23,233

			Gross Unrealized		Gross Unrealized			Estimated Fair
December 31, 2006	Amortized Cost		Gains		Losses			Value
Cash and money market funds	$	21,074	$	—	$	—		$	21,074
U.S. Government agencies
Due in one year or less	$	—	$	—	$	—		$	—
Due in one to three years		1,000		—		(13	)		987
Taxable auction securities		18,400		—		—			18,400
Corporate securities
Due in one to three years		1,692		—		—			1,692
Total marketable securities	$	21,092	$	—	$	(13	)	$	21,079

As of December 31, 2007, auction rate securities have maturity dates that range from 2008 to 2045. Marketable securities with maturity dates in excess of one year are classified as short term because they are designated as available-for-sale securities and are available to be used in current operations.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

The primary objective of the Company’s investment activities is to preserve principal while at the same time maximizing the income the Company receives from the Company’s investments without significantly increasing risk. To achieve this objective, the Company maintains its portfolio of cash equivalents and marketable securities in a variety of securities, including U.S. government agencies, municipal notes which may have an auction reset feature, corporate notes and bonds, commercial paper, and money market funds. These securities are classified as available for sale and consequently are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss). If interest rates rise, the market value of the Company’s investments may decline, which could result in a realized loss if the Company is forced to sell an investment before its scheduled maturity. The Company does not utilize derivative financial instruments to manage its interest rate risks.

At March 3, 2008, the Company held approximately $7.6 million of investments with an auction reset feature, referred to as auction rate securities. These auctions have historically provided a liquid market for these securities. In February 2008, the majority of auction rate securities in the marketplace failed at auction due to sell orders exceeding buy orders. The Company’s ability to liquidate its auction rate securities and fully recover the carrying value of its auction rate securities in the near term may be limited or not exist, and the Company may in the future be required to record an impairment charge on these investments. The vast majority of the Company’s auction rate securities, including those that have failed, were rated AAA at the time of purchase. The Company believes it will be able to liquidate its investments without significant loss within the next year, and the Company currently believes these securities are not significantly impaired, primarily due to the credit worthiness of the issuers of the underlying securities. However, it could take until the final maturity of the underlying notes (up to 30 years) to realize its investments’ recorded value.

4.   Accrued Expenses

Accrued expenses consist of the following:

	December 31,
	2007		2006
Sales and marketing	$	304	$	817
Compensation and related benefits		1,955		1,425
Reimbursements and rebates related to managed care organizations		1,800		448
Product returns reserve		946		1,339
Other		1,374		2,516
Total	$	6,379	$	6,545

5.   Long-Term Debt

On June 28, 2005, the Company borrowed (i) $10.0 million from Oxford Finance Corporation (“Oxford”), and (ii) $10.0 million from General Electric Capital Corporation (“GECC”) pursuant to the terms of Promissory Notes (“the Notes”). The Notes bear interest at a fixed rate of 9.95% per annum and are payable in 36 consecutive monthly installments of principal and accrued interest, beginning on July 1, 2005. Also on June 28, 2005, the Company entered into Master Security Agreements with both Oxford and GECC (“the Agreements”). Under the terms of these Agreements, the Company granted to both Oxford and GECC a security interest in and against all of the property of the Company and in and against all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges, and all insurance and/or other proceeds (“the Collateral”). The Collateral comprises all of the Company’s personal property and fixtures including, but not limited to, all inventory, equipment, fixtures, accounts, deposit accounts, documents, investment property, instruments, general intangibles, chattel paper and any and all proceeds (but excluding intellectual property). The Collateral does not include any intellectual property or

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NOTES TO FINANCIAL STATEMENTS — (Continued)

products (or interests in any intellectual property or products (including any royalties)) acquired, whether by purchase, license or otherwise, on or after the execution of the Agreements (collectively, “New Property”), nor do the Agreements limit any indebtedness secured by any New Property provided that debt or non-cash equity (e.g., stock) is used to acquire New Property. In the event that the Company uses cash to purchase New Property, Oxford’s and GECC’s existing liens will extend to such New Property. The Agreements also contain a Material Adverse Change clause with both Oxford and GECC. Under this clause, if Oxford or GECC reasonably determine that the Company’s ability to repay the Notes has been materially impaired, the Company would be considered in default. As of December 31, 2007, the Company was in compliance with this clause. At December 31, 2007, the total principal payments due were $3.7 million, which the Company expects will be fully paid by June 30, 2008.

6.   Restructuring Actions

On March 31, 2006, the Company recorded charges of $2.0 million related to a restructuring of its discovery research operations to better align its costs with revenue and operating expectations. The restructuring charges pertained to employee severance and impairment of assets and were recorded in accordance with Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS 146”), and Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”). In connection with the March 2006 restructuring, the Company terminated 30 employees in its research and development group, or approximately 30% of the Company’s workforce, resulting in a charge of $1.4 million. All such employees were terminated as of March 31, 2006.

As a result of terminating these employees, the Company recorded an impairment charge for certain research laboratory equipment, computer equipment, and furniture and fixtures in an aggregate amount of $0.6 million due to the fact that these assets would no longer be utilized. These assets were written down to their fair value utilizing a third party appraiser to estimate the fair value of the assets based on current market quotes and the current condition of the equipment, furniture and fixtures.

The following table summarizes the March 2006 restructuring plan activity as of December 31, 2007:

			Cash			Accrued at					Accrued at
			Payments and			December 31,					December 31,
	Charge		Write-offs			2006		Cash Payments			2007
Workforce reduction	$	1,441	$	(1,371	)	$	70	$	(70	)	$	—
Impairment		597		(597	)		—		—			—
Total	$	2,038	$	(1,968	)	$	70	$	(70	)	$	—

On October 10, 2006, the Company recorded a restructuring charge of $3.2 million, which was comprised of severance benefits of $2.5 million and impairment charges of $0.7 million for certain research and development equipment, leasehold improvements, furniture and fixtures, and computers. The restructuring charges were recorded in accordance with SFAS 146 and SFAS 144. The October 2006 restructuring program included the elimination of 120 sales personnel and eight general and administrative and research and development personnel. None of these employees remained employed as of December 31, 2006. As a result of these terminations, the Company’s decision to no longer pursue research and development internally, and the Company’s decision to move to a smaller facility, certain research and development equipment, leasehold improvements, furniture and fixtures, and computers became impaired. These assets were written down to the fair value based on either a third-party quote or the estimated discounted cash flows they would generate over their estimated remaining economic life to the Company.

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

The following table summarizes the restructuring activity as of December 31, 2007 related to the October 2006 restructuring plan:

			Cash Payments and			Accrued at					Accrued at
	Charge		Write-offs			December 31, 2006		Cash Payments			December 31, 2007
Workforce reduction	$	2,500	$	(2,271	)	$	229	$	(229	)	$	—
Impairment		745		(745	)		—		—			—
Total	$	3,245	$	(3,016	)	$	229	$	(229	)	$	—

In the first quarter of 2007, the Company recorded a restructuring charge of $1.0 million related to vacating its former headquarters location. The charge was recorded pursuant to SFAS 146. In March 2007, the Company entered into an Assignment of Lease and Assumption Agreement (the “Assignment Agreement”) with Shire Human Genetic Therapies, Inc. (“Shire”), pursuant to which the Company assigned its lease for office and laboratory space located at 125 Spring Street in Lexington, Massachusetts (the “Spring Street Lease”). Pursuant to the terms of the Assignment Agreement, the Company agreed to pay Shire the amount of $1.2 million as consideration for Shire’s assumption of the Spring Street Lease. In addition to this charge, the Company incurred $0.6 million in expenses primarily related to real estate brokerage fees and clean-up costs. Offsetting these charges was a reversal of $0.8 million in accrued rent related to the Spring Street Lease. All amounts were paid as of March 31, 2007, and the Company has no further obligations related to this lease.

In January 2008, the Company implemented a restructuring plan that includes the elimination of approximately 75 positions by the end of February 2008, reducing headcount from approximately 90 to 15, with an additional reduction in headcount to approximately 10 positions anticipated by the end of April 2008. In conjunction with the January 2008 restructuring, the Company discontinued active promotional activities for BiDil, although the Company intends to continue to manufacture and sell BiDil and maintain the product on the market for patients through normal wholesale and retail channels. The Company estimates that it will record charges related to the January 2008 restructuring of approximately $2.7 million in the first half of 2008, reflecting costs associated with one-time termination benefits.

7.   Stockholders’ Equity

Public Offerings

In May 2007, the Company completed a direct offering of shares of its common stock previously registered under its effective shelf registration statement. Pursuant to this offering, the Company sold 7.6 million shares of its common stock to selected institutional investors at a price of $2.60 per share. Proceeds to the Company from this registered direct offering, net of offering expenses and placement agency fees, totaled $18.2 million.

In January 2006, the Company completed a direct offering of shares of its common stock previously registered under its effective shelf registration statement. Pursuant to this offering, the Company sold approximately 6.1 million shares of its common stock to selected institutional investors at a price of $10.25 per share. Proceeds to the Company from this offering, net of offering expenses and placement agency fees, totaled $58.5 million.

Stock-Based Compensation

The Company follows the fair value recognition provisions of SFAS 123R. Compensation cost recognized subsequent to December 31, 2005 includes: (a) compensation cost for all stock-based payments granted but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all stock-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

SFAS 123R. Such amounts have been reduced by the Company’s estimate of forfeitures of all unvested awards.

For stock options granted to non-employees, the Company recognizes compensation expense in accordance with the requirements of Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services (“EITF 96-18”) . EITF 96-18 requires companies to recognize compensation expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the service period. The fair value of unvested non-employee stock awards is re-measured at each reporting period.

Stock Option Plans.  The Company’s Restated 1993 Equity Incentive Plan (the “1993 Plan”), which expired in accordance with its terms in 2003, provided for the grant of incentive stock options, nonstatutory stock options and restricted stock awards to purchase up to 2,288,200 shares of the Company’s common stock. Officers, employees, directors, consultants and advisors of the Company were eligible to receive grants of options under the 1993 Plan at a price not less than 100% (or 110% in the case of incentive stock options granted to 10% or greater stockholders) of the fair market value of the Company’s common stock, as determined by the Company’s Board of Directors, at the time the option was granted. In May 2003, the Company’s stockholders approved the 2003 Stock Incentive Plan (the “2003 Plan”), under which 800,000 shares of common stock were authorized for issuance. In October 2003, the stockholders of the Company approved an amended and restated 2003 Plan which provided, among other things, for an increase of shares authorized for issuance under the 2003 Plan to 2,500,000. In May 2005, the stockholders of the Company approved an amendment to the 2003 Plan which provided for an increase of shares authorized for issuance under the 2003 Plan to 3,500,000, and the adoption of an “evergreen” provision that allows for an annual increase in the number of shares of the Company’s common stock available for issuance under the 2003 Plan. The evergreen provision provides for an annual increase to be added on the first day of each fiscal year of the Company during the period beginning in fiscal year 2006 and ending on the second day of fiscal year 2013. The increase provided by the evergreen provision is equal to the lesser of (i) 1,400,000 shares of the Company’s common stock, (ii) 4% of the outstanding shares on that date or (iii) an amount determined by the Company’s Board of Directors. Pursuant to the evergreen provision, an additional 1,219,679 shares of common stock were authorized for issuance under the 2003 Plan in January 2006 and an additional 1,400,000 shares of common stock were authorized for issuance under the 2003 Plan in each of January 2007 and January 2008.

While the Company may grant options to employees that become exercisable at different times or within different periods, the Company generally has granted options to employees that are exercisable in equal annual installments of 25% on each of the first four anniversary dates of the grant.

Employee Stock Purchase Plan.  On August 18, 2003, the Board of Directors adopted the 2003 Employee Stock Purchase Plan (the “ESPP”), which allows eligible employees to purchase common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each six month period during the term of the ESPP. The first offering period began on January 1, 2004. In May 2006, the stockholders of the Company approved an amendment to the ESPP, which provided for an increase of shares available for issuance under the ESPP to 150,000, and the adoption of an “evergreen” provision that allows for an annual increase in the number of shares of the Company’s common stock available for issuance under the ESPP. The evergreen provision provides for an annual increase to be added on the first day of each fiscal year of the Company during the period beginning in fiscal year 2007 and ending on the last day of fiscal year 2010, such increase to be equal to the lesser of (i) 150,000 shares of the Company’s common stock or (ii) a lesser amount determined by the Company’s Board of Directors. Pursuant to the evergreen provision, an additional 150,000 shares of common stock were authorized for issuance under the ESPP in each of January 2007 and January 2008.

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Grant-date Fair Value.  The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. Information pertaining to stock options and related assumptions are noted in the following table:

	December 31,
	2007			2006			2005
Options granted (in thousands)		960			3,833			984
Weighted-average exercise price of stock options	$	2.62		$	6.65		$	16.43
Weighted-average grant date fair-value of stock options	$	1.61		$	4.14		$	11.51
Assumptions:
Volatility		76	%		74	%		73	%
Risk-free interest rate		4.8	%		4.7	%		4.0	%
Expected lives		4.4 years			5.4 years			6.0 years
Dividend		—			—			—

Volatility is determined exclusively using historical volatility data of the Company’s common stock based on the period of time since the Company’s common stock has been publicly traded. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life assumption. The expected life of stock options granted is based exclusively on historical data and represents the weighted average period of time that stock options granted are expected to be outstanding. The expected life is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior amongst its employee population.

Stock-Based Compensation Expense.  The Company is using the straight-line attribution method to recognize stock-based compensation expense. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option. The Company has applied an annual forfeiture rate of 5.6% to all unvested options as of December 31, 2007. This analysis will be re-evaluated quarterly and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those options that vest.

The adoption of SFAS 123R on January 1, 2006 had the following impact: net loss was higher by $5.0 million, and net loss per share was higher by $0.12 for fiscal 2007 and net loss was higher by $8.0 million, and net loss per share was higher by $0.22 for fiscal 2006 than if the Company had continued to account for stock-based compensation under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

The following table illustrates the effect on net loss and net loss per share had the Company applied the fair value recognition provisions of SFAS 123R for the year ended 2005.

	December 31,
	2005
Net loss as reported	$	(105,852	)
Add: Stock-based employee compensation expense included in reported net loss		626
Deduct: Stock-based employee compensation expense determined under fair value based method		(5,961	)
Pro forma net loss	$	(111,187	)
Basic and diluted net loss per share
As reported	$	(3.49	)
Pro forma	$	(3.66	)

Stock-Based Compensation Activity

A summary of the activity under the Company’s stock options plans as of December 31, 2007 and changes during the year then ended is presented below:

						Weighted-
				Weighted-		Average
				Average		Remaining
				Exercise		Contractual		Aggregate
	Number of			Price		Term		Intrinsic
	Options			per Share		in Years		Value
Options outstanding at December 31, 2006		4,936		$	6.90
Options granted		960		$	2.62
Options exercised		(273	)	$	1.14
Options canceled		(875	)	$	7.37
Options outstanding at December 31, 2007		4,748		$	6.28			$	33
Options vested or expected to vest at December 31, 2007(1)		4,496		$	6.36		7.4	$	33
Options exercisable at December 31, 2007		2,493		$	7.15		6.5	$	33

(1) Options expected to vest is calculated by applying an estimated forfeiture rate to unvested options.

During the year ended December 31, 2007, the total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was $525,000, and the total amount of cash received from exercise of these options was $311,000. The total grant-date fair value of stock options that vested during the year ended December 31, 2007 was $5.7 million.

During the year ended December 31, 2006, the total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was $1,887,000, and the total amount of cash received from exercise of these options was $693,000. The total grant-date fair value of stock options that vested during the year ended December 31, 2006 was $3.7 million.

As of December 31, 2007, there was $6.2 million of total unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted average period of 1.9 years.

During 1999 and 2000, the Company granted performance-based options to purchase 75,100 and 100,000 shares of common stock, respectively, with an exercise price of $1.30, to certain employees, which

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

allow for acceleration of the vesting period upon the occurrence of certain defined events. Of the 100,000 options granted in 2000, 5,000 options were forfeited in 2002. Based on the terms of the arrangements, the awards were required to be accounted for as variable, and compensation expense was measured as the difference between the fair market value of the Company’s common stock at the reporting period date and the exercise price of the award. Compensation expense is recognized over the vesting period. The Company recognized a reversal of stock based compensation expense of $261,000 for the year ended December 31, 2005. In connection with the adoption of SFAS 123R, these awards became fixed and their associated expense is included in stock-based compensation expense for the years ended December 31, 2007 and 2006.

During 2003 and 2002, the Company granted options to purchase 413,250 and 241,000 shares of common stock, respectively, to employees at exercise prices below the deemed fair value for accounting purposes of the Company’s common stock. The weighted average exercise price of these options is $2.00 per share. The Company recorded deferred stock compensation expense related to these grants of $3,317,000 and $566,000 for the years ended December 31, 2003 and 2002, respectively. These amounts were being recognized as stock-based compensation expense ratably over the vesting period of four years. Included in the results of operations for the year ended December 31, 2005 is stock based compensation expense of $887,000. In connection with the adoption of SFAS 123R in January 2006, the Company reversed the remaining deferred stock compensation balance of $1,208,000. The fair value of these awards is accounted for in accordance with SFAS 123R, and related stock compensation expense is included in the statement of operations for the years ended December 31, 2007 and 2006.

Since 1999, the Company has granted options to purchase a total of 201,000 shares of common stock to nonemployees at a weighted-average exercise price of $3.50 per share, of which 125,000 remained outstanding at December 31, 2007. The Company has applied the recognition provisions of EITF 96-18 related to these stock options and utilized the Black-Scholes option pricing model to determine the fair value of these stock options at each reporting date. In connection with these awards, the Company recognized a reversal of stock based compensation expense of $26,000, $239,000, and $133,000 for the years ended December 31, 2007, 2006, and 2005, respectively.

In January 2007, the Company modified the terms of certain vested stock option awards previously granted to the Company’s former interim president and chief executive officer in order to extend the term of the exerciseability of the vested portion of the options from three months following the cessation of employment to five years following the cessation of employment. As a result of this modification in January 2007, the Company recorded a stock-based compensation charge of $459,000 in the first quarter of 2007.

In May 2007, the Company entered into a Transition Agreement with L. Gordon Letts, Ph.D., the Company’s former Chief Scientific Officer and Senior Vice President of Research and Development. Pursuant to the terms of the Transition Agreement, options previously granted by the Company to Dr. Letts will continue to vest during a one-year transition period, during which time Dr. Letts will continue to be an employee of the Company. Pursuant to the terms of the Transition Agreement, the terms of stock option awards granted to Dr. Letts were modified in order to extend the term of the exerciseability of the options from three months following the cessation of employment to two years following the cessation of the one-year transition period. As a result of this modification, the Company incurred a stock-based compensation charge of $168,000 for the year ended December 31, 2007, and will continue to recognize additional amounts as the options vest.

In March and April 2007, the Company entered into restricted stock agreements with certain executive officers and employees of the Company, pursuant to which these individuals were granted an aggregate of 734,790 shares of the Company’s common stock under the Company’s Amended and Restated 2003 Stock Incentive Plan, which are subject to forfeiture to the Company prior to vesting under certain circumstances, including voluntary separation or termination of employment for cause. The forfeiture provision lapses as follows: 25% of the shares are no longer subject to forfeiture to the Company, or “vest,” on the date that is six

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

months after the grant date; 25% vest on the first anniversary of the grant date; and 50% vest on the second anniversary of the grant date. Upon a change in control of the Company or upon termination of the employee’s employment without cause, all unvested restricted shares shall immediately vest in full. The Company recognized $801,000 of stock-based compensation expense related to these restricted stock awards for the year ended December 31, 2007. On the accompanying balance sheets the number of shares of the Company’s common stock outstanding as of December 31, 2007 does not include 451,778 shares of unvested restricted common stock.

A summary of the Company’s restricted stock award activity as of December 31, 2007 and changes during the year then ended is presented below:

				Weighted-Average
	Restricted Shares			Grant Date Fair
	Outstanding			Value per Share
Non-vested shares outstanding at December 31, 2006		—		$	—
Awards granted		735		$	3.22
Restrictions lapsed		(166	)	$	3.22
Awards forfeited		(117	)	$	3.22
Non-vested shares outstanding at December 31, 2007		452		$	3.22

As of December 31, 2007, there was $1.2 million of total unrecognized compensation cost related to unvested restricted shares, which will be recognized over the remaining vesting term of 1.2 years.

8.   Operating Lease

On February 23, 2007, the Company entered into a lease pursuant to which the Company agreed to lease 19,815 square feet at a facility located in Lexington, Massachusetts to accommodate its reduced workforce. The term of this lease is for sixty-six months. At December 31, 2007, the expected minimum rental commitments under the lease agreement are $510,000 for 2008, $560,000 for 2009, $580,000 for 2010, $592,000 for 2011 and $456,000 for 2012. In addition, the Company is obligated to pay a certain portion of the operating expenses and the real property taxes associated with the premises. Under the lease, a security deposit in the amount of $190,000 is required to be held in escrow for the term of the lease, which has been recorded as restricted cash on the balance sheet at December 31, 2007. Rent expense for the years ended December 31, 2007, 2006 and 2005 was $0.8 million, $1.7 million and $1.7 million, respectively.

9.   License, Manufacturing and Commercialization Agreements

The Company has entered into various research, license and commercialization agreements to support its research and development and commercialization activities.

Elan.  In February 2007, in connection with the Company’s efforts to develop BiDil XR, the Company entered into a license agreement with Elan Pharma International Limited (“Elan”). Pursuant to the agreement, Elan granted to the Company an exclusive worldwide license, for the term of the agreement, to certain know-how, patents and technology, and any improvements to any of the foregoing developed by either party during the term of the agreement. Pursuant to this license, the Company has the right to import, use, offer for sale and sell the oral capsule formulation incorporating specified technology referred to in the agreement and containing, as its sole active combination of ingredients, the combination of the active drug substances isosorbide dinitrate and hydralazine hydrochloride, including BiDil XR. In consideration for the grant of the license, the Company has agreed to pay Elan royalties that are calculated by reference to annual net sales parameters set forth in the agreement. In addition, the Company has also agreed to pay Elan specified amounts upon the achievement of specified development and commercialization milestone events of up to $2.5 million of which $250,000 was paid in 2007.

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

The term of the agreement runs in the United States from the effective date of the agreement until the later of (a) the 20th anniversary of the date of the first sale of the product by us or a permitted sublicensee to an unaffiliated third party, which is referred to in the agreement as the first in market sale, or (b) the expiration of the last-to-expire patent for the product listed in the FDA’s “Orange Book.” Elsewhere in the world, the term will run on a country by country basis from the effective date of the agreement until the later of (a) the 20th anniversary of the date of the first in market sale of the product in the country concerned or (b) the expiration of the life of the last to expire patent included in the Elan intellectual property in that country. Following the expiration of the initial term, the agreement shall continue automatically for rolling 3 year periods thereafter, unless the agreement has been terminated by either of the parties by serving 1 year’s written notice on the other party prior to the end of the initial term or any such additional 3 year period. Either Elan or the Company may terminate the agreement in the event of a material, uncured breach by the other party, or if the other party goes into liquidation or becomes bankrupt or insolvent. In addition, the Company may terminate the agreement in the event of a technical failure, which is defined as the inability to achieve a pharmacokinetic profile for the product consistent with that of BiDil administered three times daily (at 6 hour intervals). Elan may terminate the agreement with respect to a particular country in the territory in the event that the Company does not meet certain obligations set forth in the agreement with respect to such country, provided that Elan must first consult with the Company and, if applicable, provide the Company with an opportunity to meet such obligations prior to exercising Elan’s termination rights.

Boston Scientific Collaboration.  In November 2001, the Company entered into a research, development and license agreement with Boston Scientific Corporation (“Boston Scientific”) in the field of restenosis. The Company granted Boston Scientific an exclusive worldwide license to develop and commercialize nitric oxide-enhancing cardiovascular stents. The Company also granted to Boston Scientific a right of first refusal to obtain an exclusive license under the Company’s nitric oxide technologies to commercialize products for restenosis, which right of first refusal is for a period of three years after the end of the research term. In December 2003, the Company agreed to extend the agreement to continue the research and development collaboration through December 2005. The research term of the Boston Scientific agreement expired on December 31, 2005. Boston Scientific made an up-front license payment of $1.5 million to the Company in 2001, and made an additional payment of $3.0 million in December 2003 in connection with the extension of the research and development collaboration. The Company was recognizing the up-front license payments ratably over the term of the contractual performance obligation. For the year ended December 31, 2005, the Company recognized revenue of $1.6 million. Boston Scientific also made a $3.5 million equity investment in the Company’s stock in 2001. In August 2003, in connection with a private placement, Boston Scientific made an additional $500,000 equity investment the Company’s stock.

Dr. Jay N. Cohn.  In January 1999, as amended in January 2001 and March 2002, the Company entered into a collaboration and license agreement with Dr. Jay N. Cohn. Under the agreement, Dr. Cohn licensed to the Company an exclusive worldwide royalty-bearing license to technology and inventions owned or controlled by Dr. Cohn and that relate to BiDil for the treatment of cardiovascular disease. Upon achieving certain developmental events, the Company was required to make milestone payments totaling $1.0 million, which were recorded as a charge to research and development expenses in 2004. Upon commercial sale of BiDil, the Company is required to make royalty payments based on net sales at varying rates depending on sales volume. The royalty term expires upon the later of the expiration of the patent rights or ten years from the first commercial sale. During the years ended December 31, 2007, 2006 and 2005, the Company incurred royalty expenses of $450,000, $364,000 and $134,000, respectively. The agreement imposes upon the Company an obligation to use reasonable best efforts to develop and, upon receipt of regulatory approval, manufacture, market and commercialize products based upon the licensed rights. If the Company fails to meet this obligation, Dr. Cohn has the right to terminate the agreement and the license granted to the Company under the agreement. Dr. Cohn also has the right to terminate the agreement if the Company materially breaches the agreement and fails to remedy the breach within 30 days. The Company has the right to terminate the

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

agreement at any time upon 30 days’ prior written notice. Unless earlier terminated, the agreement continues in perpetuity. Pursuant to the agreement, Dr. Cohn was appointed to the Company’s then-current scientific advisory board, entered into a consulting agreement with the Company and was granted an option to purchase 10,000 shares of the Company’s common stock.

10.   Income Taxes

A reconciliation of federal statutory income tax provision to the Company’s actual provision is as follows:

	Year Ended December 31,
	2007			2006			2005
Benefit at federal statutory tax rate	$	(10,735	)	$	(24,255	)	$	(35,990	)
State taxes, net of federal benefit		(1,980	)		(4,473	)		(6,637	)
Non-deductible expenses		37			910			254
Unbenefited operating losses		12,678			27,818			42,373
Income tax provision	$	—		$	—		$	—

The significant components of the Company’s deferred tax assets are as follows:

	December 31,
	2007			2006
Deferred tax assets:
Net operating loss carryforwards	$	93,535		$	81,642
Capitalized research costs, net of amortization		27,049			27,386
Tax credit carryforwards		7,509			6,663
Deferred revenue		—			83
Depreciation		(30	)		422
Accrued expenses		410			218
Other		5,571			3,979
		134,044			120,393
Valuation allowance		(134,044	)		(120,393	)
Net deferred tax assets	$	—		$	—

The Company has increased its valuation allowance by approximately $13.7 million in 2007 to provide a full valuation allowance for deferred tax assets since the realization of these benefits is not considered more likely than not. At December 31, 2007, the Company had unused net operating loss carryforwards of approximately $237 million available to reduce federal taxable income expiring in 2010 through 2025 and approximately $209 million available to reduce state taxable income expiring in 2008 through 2010. The Company also has federal and state research tax credits of approximately $8.7 million available to offset federal and state income taxes, both of which expire beginning in 2010. No income tax payments were made in 2007, 2006 or 2005.

Utilization of the net operating losses, (“NOLs”) and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOLs and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not currently completed a

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

study to assess whether an ownership change has occurred, or whether there have been multiple ownership changes since its formation, due to the significant complexity and related cost associated with such study. There also could be additional ownership changes in the future which may result in additional limitations in the utilization of the carryforward NOLs and credits.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109 (“FIN 48”). This statement clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s financial statements. The Company adopted FIN 48 on January 1, 2007. The implementation of FIN 48 did not have a material impact on the Company’s consolidated financial statements, results of operations or cash flows. At the adoption date of January 1, 2007, and also at December 31, 2007, the Company had no unrecognized tax benefits. The Company has not, as yet, conducted a study of its research and development credit carryforwards. This study may result in an increase or decrease to the Company’s research and development credit carryforwards, however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position under FIN 48. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. As a result, there would be no impact to the consolidated balance sheet, statement of operations or cash flows if an adjustment were required.

11.   Commitments and Contingencies

In connection with the Company’s efforts to obtain the approval of BiDil from the FDA, the Company contracted with the law firm of FoxKiser LLC (“FoxKiser”) for services related to the regulatory approval process for BiDil. The agreement provided for payment of legal consulting fees upon receipt of written FDA approval of BiDil. In addition, the agreement requires the Company to pay royalties to FoxKiser on commercial sales of BiDil. The royalty term ends six months after the date of market introduction of an FDA-approved generic version of BiDil. During the years ended December 31, 2007, 2006 and 2005, the Company recorded charges of $-0-, $0.9 million, and $1.6 million, respectively, pertaining to the legal consulting fees, and $450,000, $364,000, and $134,000, respectively, pertaining to royalty expenses related to this agreement.

On February 16, 2005, the Company engaged Schwarz Pharma Manufacturing, Inc. (“Schwarz Pharma”) under a five-year exclusive manufacturing and supply agreement solely for the three times daily immediate release dosage formulation of BiDil. Schwarz Pharma is now a division of UCB S.A. Under the supply agreement, the Company has the right to engage a backup manufacturer. At December 31, 2007, the Company has outstanding binding purchase orders of $0.5 million for production of BiDil finished goods.

12.   Retirement Plan

The Company sponsors a 401(k) plan covering substantially all employees. The plan provides for salary deferral contributions by participants of up to 75% of eligible wages not to exceed Federal requirements. Those employees over 50 years old are permitted to contribute an additional amount per Federal limits ($5,000 per year for 2007). In October 2005, the Board of Directors approved an employee match in the form of shares of the Company’s common stock equal to 50% of employee contributions, limited to the first 6% of salary contributed to the 401(k) plan. For the years ended December 31, 2007, 2006, and 2005, the Company recorded expenses of $189,000, $411,000 and $88,000, respectively, related to the plan.

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NITROMED, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

13.   Quarterly Results of Operations (Unaudited)

The following table presents unaudited quarterly financial data of the Company:

	Year Ended December 31, 2007
	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
Net revenues	$	3,568		$	3,715		$	3,759		$	4,977
Gross profit		2,614			3,078			3,199			2,892
Net loss		(10,114	)		(6,236	)		(8,354	)		(6,870	)
Basic and diluted net loss per share	$	(0.27	)	$	(0.16	)	$	(0.18	)	$	(0.15	)
Weighted average common shares used to compute net loss per share		37,263			40,100			45,180			45,322

	Year Ended December 31, 2006
	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
Net revenues	$	2,316		$	2,855		$	3,427		$	3,488
Gross profit		1,420			2,234		$	2,117		$	2,755
Net loss		(25,924	)		(18,280	)		(16,520	)		(10,613	)
Basic and diluted net loss per share	$	(0.75	)	$	(0.50	)	$	(0.45	)	$	(0.29	)
Weighted average common shares used to compute net loss per share		34,597			36,724			37,090			37,147

F-28

NITROMED, INC.

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2008			2007
	(In thousands, except
	par value amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	13,631		$	8,167
Short-term marketable securities		4,192			23,233
Accounts receivable		1,979			1,929
Inventories		1,230			1,401
Prepaid expenses and other current assets		170			334
Total current assets		21,202			35,064
Property and equipment, net		137			312
Long-term marketable securities		1,553			—
Restricted cash		—			191
Total assets	$	22,892		$	35,567
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	690		$	3,235
Accrued expenses		3,107			6,379
Accrued restructuring		71			—
Current portion of long-term debt		—			3,728
Total current liabilities		3,868			13,342
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.01 par value; 65,000 shares authorized; 46,042 and 45,381 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively		460			454
Additional paid-in capital		368,526			367,125
Accumulated deficit		(349,973	)		(345,382	)
Accumulated other comprehensive income		11			28
Total stockholders’ equity		19,024			22,225
Total liabilities and stockholders’ equity	$	22,892		$	35,567

See accompanying notes.

F-29

NITROMED, INC.

CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	(Unaudited)
	(In thousands, except per share amounts)
Revenues:
Product sales	$	4,003		$	3,759		$	11,767		$	11,042
Cost and operating expenses:
Cost of product sales		1,429			560			2,943			2,151
Research and development(1)		482			3,807			2,622			9,745
Sales, general and administrative(1)		2,534			8,127			8,438			23,709
Restructuring charge		(17	)		—			2,708			1,004
Total cost and operating expenses		4,428			12,494			16,711			36,609
Loss from operations		(425	)		(8,735	)		(4,944	)		(25,567	)
Non-operating income:
Interest expense		(4	)		(152	)		(90	)		(585	)
Interest income		124			533			579			1,448
Other expense		(85	)		—			(137	)		—
Total non-operating income		35			381			352			863
Net loss	$	(390	)	$	(8,354	)	$	(4,592	)	$	(24,704	)
Basic and diluted net loss per common share	$	(0.01	)	$	(0.18	)	$	(0.10	)	$	(0.60	)
Weighted average shares outstanding:
Basic and diluted		46,042			45,180			45,954			40,877

(1) Includes stock-based compensation expense as follows:

Research and development	$	(20	)	$	581	$	74	$	1,666
Sales, general and administrative	$	282		$	762	$	1,071	$	3,078

See accompanying notes.

F-30

NITROMED, INC.

CONDENSED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	September 30,
	2008			2007
	(Unaudited)
	(In thousands)
Operating activities
Net loss	$	(4,592	)	$	(24,704	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		89			247
Non-cash restructuring charge		72			—
Stock-based compensation expense		1,145			4,744
Impairment charge on auction rate securities		97			—
Changes in operating assets and liabilities:
Accounts receivable		(50	)		(145	)
Inventories		171			150
Prepaid expenses and other current assets		164			39
Deferred revenue		—			(206	)
Accounts payable and accrued expenses		(5,817	)		1,775
Accrued restructuring charge		71			(299	)
Net cash used in operating activities		(8,650	)		(18,399	)
Investing activities
Purchase of property and equipment		—			(162	)
Proceeds from sale of equipment		14			528
Sales of marketable securities		27,452			46,903
Purchases of marketable securities		(10,078	)		(54,717	)
Other assets		191			612
Net cash provided by (used in) investing activities		17,579			(6,836	)
Financing activities
Net proceeds from sale of common stock		—			18,240
Principal payments on long-term debt		(3,728	)		(5,128	)
Proceeds from employee stock plans		263			341
Net cash (used in) provided by financing activities		(3,465	)		13,453
Net change in cash and cash equivalents		5,464			(11,782	)
Cash and cash equivalents at beginning of period		8,167			21,074
Cash and cash equivalents at end of period	$	13,631		$	9,292

See accompanying notes.

F-31

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

(1)   Operations and Basis of Presentation

The accompanying unaudited financial statements of NitroMed, Inc. (“NitroMed” or the “Company”) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the results for the interim periods have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Interim results are not necessarily indicative of results to be expected for the entire fiscal year ending December 31, 2008. These unaudited financial statements should be read in conjunction with the Company’s latest annual audited financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which was filed with the Securities and Exchange Commission (“SEC”) on March 6, 2008.

NitroMed is the maker of BiDil^®. Since its inception, the Company has funded its operations mainly through the sale of equity securities, debt financings, license fees, research and development funding, milestone payments from its collaborative partners and, more recently, sales of BiDil. In June 2005, the U.S. Food and Drug Administration (“FDA”) approved BiDil for the treatment of heart failure in self-identified black patients as an adjunct to current standard therapies. BiDil is an orally administered fixed-dose combination of isosorbide dinitrate and hydralazine hydrochloride. The Company commercially launched BiDil in July 2005, and has since generated approximately $43.6 million in product sales, including product sales of $4.0 million during the third quarter of 2008.

Based upon the Company’s determination that the successful commercialization of BiDil requires a magnitude of resources that it cannot currently allocate to the program, as well as the Company’s plans to conserve cash in order to pursue the development of an extended release formulation of BiDil, known as BiDil XR^tm, in January 2008 the Company discontinued active promotional efforts related to BiDil. The Company concurrently implemented a restructuring plan in which the Company immediately and significantly reduced its workforce. Although the Company has discontinued active promotional efforts related to BiDil, the Company continues to manufacture and sell BiDil and maintain the product on the market for patients through normal wholesale and retail channels. The Company has also conducted limited advertising in select medical publications, and has utilized a third-party marketing firm to contact healthcare professionals on the Company’s behalf, in each case in an effort to maintain a limited market presence for BiDil.

As discussed below under Note 13, “Subsequent Event,” on October 22, 2008 the Company entered into a purchase and sale agreement to sell the Company’s BiDil drug business, including BiDil XR, to JHP Pharmaceuticals, LLC, a privately held specialty pharmaceutical company. JHP Pharmaceuticals will also assume all but certain specified liabilities relating to the BiDil drug business. Subject to the satisfaction of specified closing conditions, the Company expects to close the transaction in early 2009. The Company is also continuing to consider and explore strategic alternatives for its remaining business and assets that are intended to maximize shareholder value. These strategic alternatives may include, without limitation, a business combination with a company that is believed to have significant unrealized value or growth potential, a divestiture of any remaining assets, or another similar transaction or transactions. If the Company is unable to successfully consummate one or more of such strategic transactions, it may be required to cease its operations and dissolve its business, including seeking to liquidate its remaining assets and discharge any remaining liabilities.

Pending the successful sale of the Company’s BiDil drug business to JHP Pharmaceuticals, the Company expects to incur operating expenses going forward primarily related to keeping BiDil available on the market

F-32

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS — (Continued)

prior to the consummation of that asset sale. Whether or not the BiDil drug business asset sale is completed, the Company believes that its existing sources of liquidity and the cash expected to be generated from future sales of BiDil will be sufficient to fund its operations for at least the next twelve months. In the event that the closing of the asset sale is significantly delayed or is not completed, the Company’s future revenue from sales of BiDil could decline significantly based on a number of factors, including a decline in BiDil prescriptions by healthcare providers and a decline in the willingness of third party payors to provide reimbursement at favorable levels, in each case due, at least in part, to the prior elimination of the Company’s sales force and discontinuation of its active promotional efforts related to BiDil.

(2)   Revenue Recognition

The Company’s principal source of revenue is the sale of BiDil, which the Company began shipping in July of 2005.

Product Sales/Deferred Revenue.  The Company follows the provisions of SEC Staff Accounting Bulletin No. 104, Revenue Recognition, and recognizes revenue from product sales upon delivery of product to wholesalers or pharmacies, when persuasive evidence of an arrangement exists, the fee is fixed or determinable, title to product and associated risk of loss has passed to the wholesalers and pharmacies, and collectibility of the related receivable is reasonably assured. All revenues from product sales are recorded net of applicable allowances for sales returns, rebates, and discounts. For arrangements where the risk of loss has not passed to wholesalers or pharmacies, the Company defers the recognition of revenue until such time as the risk of loss has passed. In addition, the Company evaluates the level of shipments to wholesalers and pharmacies on a quarterly basis compared to the estimated level of inventory in the sales channel, remaining shelf life of the product shipped, weekly prescription data and quarterly forecasted sales.

Sales Returns, Allowances, Rebates and Discounts.  The Company’s product sales are subject to returns, wholesaler allowances, rebates, and cash and contract discounts that are customary in the pharmaceutical industry. A large portion of the Company’s product sales are made to pharmaceutical wholesalers for further distribution through pharmacies to patients, who are consumers of the product. All revenues from product sales are recorded net of applicable allowances for sales returns, wholesaler allowances, rebates and cash and contract discounts. The Company determines the provisions for sales returns, allowances, rebates and discounts based primarily on historical experience, known trends and events, and contractual terms.

Product Returns.  Consistent with industry practice, the Company offers contractual return rights that allow customers to return product only during the period that is six months prior to, and twelve months after, product expiration. During the first quarter of 2008, BiDil’s shelf life for newly produced commercial product was increased to 36 months from the date of manufacture. Factors that are considered in the Company’s estimate of future product returns include an analysis of the amount of product in the wholesaler and pharmacy channels, discussions with key wholesalers and other customers regarding inventory levels and shipment trends, review of consumer consumption data, and the remaining time to expiration of the Company’s product. At September 30, 2008 and December 31, 2007, the Company’s product return reserve was $1.0 million and $0.9 million, respectively. For the three months ended September 30, 2008 and 2007, the Company recorded a reduction to revenue for product returns of $0.2 million and $0.2 million, respectively. For the nine months ended September 30, 2008 and 2007, the Company recorded a reduction to revenue for product returns of $0.9 million and $0.8 million, respectively. The return rate and associated reserve are evaluated on a quarterly basis, assessing each of the factors described above, and adjusted accordingly. In developing a reasonable estimate for the reserve for product returns, the Company considers the factors in paragraph 8 of Statement of Financial Accounting Standards No. 48, Revenue Recognition When a Right of Return Exists. Based on the factors noted above, the Company believes that its estimate of product returns is reasonable and changes, if any, from this estimate would not have a material impact to the Company’s financial statements.

F-33

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS — (Continued)

Sales Discounts, Rebates and Allowances.  Sales discounts, rebates and contractual allowances result primarily from sales under contracts with healthcare providers, wholesalers, Medicare and Medicaid programs and other governmental agencies. The Company estimates sales discounts, rebates and contractual allowances by considering the following factors: current contract prices, terms, sales volume, estimated customer and wholesaler inventory levels and current average rebate rates. For the three month periods ended September 30, 2008 and 2007, the Company recorded sales discounts, rebates and other allowances of $1.5 million and $1.3 million, respectively. For the nine month periods ended September 30, 2008 and 2007, the Company recorded sales discounts, rebates and other allowances of $4.5 million and $3.8 million, respectively.

(3)   Fair Value Measurements

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 codifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those years. The Company adopted SFAS 157 on January 1, 2008. The three levels of the fair value hierarchy under SFAS 157 are described below:

•  Level 1 — Observable inputs such as quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

•  Level 2 — Other inputs that are observable, directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs.

•  Level 3 — Unobservable inputs used when little or no market data is available and require the Company to develop its own assumptions about how market participants would price the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value.

The following table sets forth, by level within the fair value hierarchy, a summary of the fair market value of available-for-sale securities classified as cash equivalents and marketable securities held at September 30, 2008:

September 30, 2008	Level 1		Level 2		Level 3		Total
Cash equivalent available-for-sale investments	$	12,191	$	—	$	—	$	12,191
Corporate securities	$	—	$	4,192	$	—	$	4,192
Total short-term marketable securities	$	—	$	4,192	$	—	$	4,192
Long-term marketable securities(1)	$	—	$	—	$	1,553	$	1,553

(1) The Company recorded impairment charges of $97,000 for the nine months ended September 30, 2008 related to certain auction rate securities that are classified as Level 3 securities.

F-34

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS — (Continued)

The reconciliation of the Company’s assets measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:

	Auction Rate
	Securities
Balance at January 1, 2008	$	—
Transfers to Level 3		1,650
Unrealized loss reported in statement of operations		(97	)
Balance at September 30, 2008	$	1,553

For available-for-sale securities that utilize Level 1 and, if applicable, Level 2 inputs, the Company utilizes both direct and indirect observable price quotes. Due to the lack of market quotes or other inputs that are observable for certain of the auction rate securities held by the Company, the Company utilizes valuation models for these securities that rely exclusively on Level 3 inputs, including those that are based on expected cash flow streams and collateral values, such as assessments of counterparty credit quality, default risk underlying the security, discount rates and overall capital market liquidity. The valuation of the auction rate securities held by the Company is subject to uncertainties and, therefore, is difficult to predict. Factors that may impact the Company’s valuation for these securities include changes to credit ratings of the securities and to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity.

As of September 30, 2008, all marketable securities held by the Company have maturity dates that range from 2008 to 2045.

As of September 30, 2008, the Company held approximately $1.6 million of auction rate securities. These auction rate securities are comprised of approximately $1.3 million of preferred stock closed-end fund auction rate securities and a $0.3 million government-backed student loan auction rate security. Auction rate securities are securities that are structured to allow for short-term interest rate resets, but with contractual maturity dates that can be well in excess of ten years. Auctions have historically provided a liquid market for these securities. However, beginning in February 2008, the majority of auction rate securities in the marketplace failed at auction due to sell orders exceeding buy orders. Such failures resulted in the interest rate on these securities resetting to predetermined rates within the underlying loan agreement, which might be higher or lower than the current market rate of interest. The Company’s ability to liquidate its auction rate securities and fully recover the carrying value of its investments in the near term may be limited or not exist. In the event that the Company needs to access its investments in these auction rate securities, the Company will not be able to do so until a future auction of these investments is successful, the issuer redeems the outstanding securities, a buyer is found outside the auction process, or the securities mature, which could be in as many as 37 years. As a result of these factors, the Company recorded impairment charges of $45,000 and $97,000 for the three and nine month periods ended September 30, 2008, respectively. The Company may be required to record additional impairment charges on these investments from time to time.

As of September 30, 2008, the Company classifies its auction rate securities as long-term marketable securities, reflecting management’s determination that these securities may not be liquidated within one year due to the auction failures described above. The Company has not experienced any realized losses on sales of auction rate securities in 2008.

For the nine months ended September 30, 2008, the cumulative impairments recorded by the Company include an impairment of $16,000 on its government-backed student loan auction rate security and an impairment of $81,000 on its preferred stock closed-end fund auction rate securities.

F-35

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS — (Continued)

The primary objective of the Company’s investment activities is to preserve principal while at the same time maximizing the income that the Company receives from the Company’s investments without significantly increasing risk. To achieve this objective, the Company maintains its portfolio of cash equivalents and marketable securities in a variety of securities, including U.S. government agencies, municipal notes, certain securities which may have an auction reset feature, corporate notes and bonds, commercial paper, and money market funds. These securities are classified as available for sale and consequently are recorded on the balance sheet at fair value with unrealized gains or losses, other than those determined to be other-than-temporary impairments, reported as a separate component of accumulated other comprehensive income (loss). If interest rates rise, the market value of the Company’s investments may decline, which could result in a realized loss if the Company is forced to sell an investment before its scheduled maturity. The Company does not utilize derivative financial instruments to manage its interest rate risks.

(4)   Inventories

Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventories consisted of the following (in thousands):

	September 30,		December 31,
	2008		2007
Raw materials	$	144	$	349
Finished goods		1,086		1,052
Total	$	1,230	$	1,401

On a quarterly basis, the Company analyzes its current inventory levels and future irrevocable inventory purchase commitments and writes down inventory that has become un-saleable or has a cost basis in excess of its expected net realizable value. In addition, the Company evaluates its future irrevocable inventory purchase commitments compared to forecasted product sales, the current level of inventory and its related product dating. For the three month periods ended September 30, 2008 and 2007, the Company recorded inventory impairment charges of $0.2 million and $-0-, respectively. For the nine month periods ended September 30, 2008 and 2007, the Company recorded inventory impairment charges of $0.5 million and $0.5 million, respectively.

(5)   Stock-Based Compensation

The Company follows the fair value recognition provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment (“SFAS 123R”). Compensation cost recognized subsequent to December 31, 2005 includes: (a) compensation cost for all stock-based payments granted but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation, and (b) compensation cost for all stock-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. Such amounts have been reduced by the Company’s estimate of forfeitures of all unvested awards. Results for prior periods have not been restated.

For stock options granted to non-employees, the Company recognizes compensation expense in accordance with the requirements of Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services (“EITF 96-18”). EITF 96-18 requires that companies recognize compensation expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered by such non-employees. The fair value of unvested non-employee stock awards is re-measured at each reporting period.

F-36

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS — (Continued)

In March and April 2007, the Company entered into restricted stock agreements with certain executive officers and employees of the Company, pursuant to which these individuals were granted an aggregate of 734,790 shares of the Company’s common stock under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “2003 Plan”), which are subject to forfeiture to the Company prior to vesting under certain circumstances, including voluntary separation or termination of employment for cause. The forfeiture provision lapses as follows: 25% of the shares are no longer subject to forfeiture to the Company, or “vest,” on the date that is six months after the grant date; 25% vest on the first anniversary of the grant date; and 50% vest on the second anniversary of the grant date. Upon a change in control of the Company or upon termination of the employee’s employment without cause, all unvested restricted shares shall immediately vest in full. The Company recognized $18,000 and $239,000 of stock-based compensation expense related to this restricted common stock for the three month periods ended September 30, 2008 and 2007, respectively. The Company recognized $956,000 and $556,000 of stock-based compensation expense related to this restricted common stock for the nine month periods ended September 30, 2008 and 2007, respectively. Included in the expense for the nine months ended September 30, 2008 is $770,000 of expense for accelerated vesting related to involuntary terminations in connection with the Company’s January 2008 restructuring. On the accompanying balance sheets, the number of shares of the Company’s common stock outstanding does not include 34,751 and 451,778 shares of unvested restricted common stock as of September 30, 2008 and December 31, 2007, respectively.

The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model. Information pertaining to stock options and related assumptions is noted in the following table:

	Nine Months Ended
	September 30,
	2008			2007
Options granted (in thousands)		385			951
Weighted-average exercise price of stock options	$	1.01		$	2.63
Weighted-average grant date fair-value of stock options	$	0.67		$	1.61
Assumptions:
Volatility		76	%		76	%
Risk-free interest rate		3.1	%		4.8	%
Expected life (years)		5.5			5.0
Dividend		None			None

Volatility is determined exclusively using historical volatility data of the Company’s common stock based on the period of time since the Company’s common stock has been publicly traded. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life assumption. The expected life of stock options granted is based exclusively on historical data and represents the weighted average period of time that stock options granted are expected to be outstanding. The expected life is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population.

The Company is using the straight-line attribution method to recognize stock-based compensation expense. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option. The Company has applied an annual forfeiture rate of 7.0% to all unvested options as of September 30, 2008. This analysis will be re-evaluated quarterly and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those options that vest.

F-37

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS — (Continued)

A summary of option activity under the Company’s 2003 Plan as of September 30, 2008, and changes during the nine month period then ended is presented below (in thousands, except weighted average data):

						Weighted-
						Average
						Remaining
				Weighted-		Contracted		Aggregate
	Options			Average		Term in		Intrinsic
	Outstanding			Exercise Price		Years		Value
Outstanding at December 31, 2007		4,748		$	6.28
Granted		385		$	1.01
Exercised		(102	)	$	0.72
Forfeited/Cancelled		(2,117	)	$	6.74
Outstanding at September 30, 2008		2,914		$	5.44		6.31	$	—
Vested or expected to vest at September 30, 2008		2,803		$	5.55		6.22	$	—
Exercisable at September 30, 2008		2,007		$	6.43		5.33	$	—

During the nine months ended September 30, 2008 and 2007, the total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was $26,000 and $526,000, respectively, and the total amount of cash received from exercise of these options was $73,000 and $311,000, respectively. The total grant-date fair value of stock options that vested during the nine months ended September 30, 2008 and 2007 was approximately $1.9 million and $2.5 million, respectively.

As of September 30, 2008, there was $1.9 million of total unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted average period of 1.9 years.

A summary of the Company’s restricted stock award activity as of September 30, 2008 and changes during the nine month period then ended is presented below:

				Weighted-
				Average
				Grant Date
	Restricted Shares			Fair Value
	Outstanding			per Share
	(In thousands)
Non-vested shares outstanding at December 31, 2007		452		$	3.22
Awards granted		—		$	—
Restrictions lapsed		(313	)	$	3.22
Awards forfeited		(104	)	$	3.22
Non-vested shares outstanding at September 30, 2008		35		$	3.22

As of September 30, 2008, there was $51,000 of total unrecognized compensation cost related to unvested restricted shares. The remaining compensation cost is expected to be recognized over the remaining vesting term of less than a year.

(6)   Restructuring

In the first quarter of 2008, the Company recorded restructuring charges of $2.7 million, which was comprised of severance benefits of $2.6 million and impairment charges of $0.1 million for disposed computer equipment. The severance benefits were recorded in accordance with Statement of Financial Accounting

F-38

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS — (Continued)

Standards No. 112, Employers’ Accounting for Postemployment Benefits for contractual termination benefits for certain executives and SFAS 146 for one-time termination benefits for the remainder of employees terminated. In conjunction with the January 2008 restructuring, the Company eliminated approximately 80 positions and discontinued active promotional activities related to BiDil.

The following table summarizes the activity as of September 30, 2008 related to the January 2008 restructuring plan:

			Cash			Accrued at
			Payments and			September 30,
	Charge		Write-offs			2008
Workforce reduction	$	2,636	$	(2,565	)	$	71
Impairment		72		(72	)		—
Total	$	2,708	$	(2,637	)	$	71

(7)   Accumulated Other Comprehensive Income/(Loss)

The Company presents comprehensive loss in accordance with Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income. Accumulated other comprehensive loss is comprised of net loss and unrealized gains and losses on available-for-sale marketable securities. For the three months ended September 30, 2008 and 2007, total comprehensive loss equaled $388,000 and $8,331,000, respectively. For the nine months ended September 30, 2008 and 2007, total comprehensive loss equaled $4,609,000 and $24,665,000, respectively.

(8)   Loss Per Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Since the Company has a net loss for all periods presented, the effect of all potentially dilutive securities, which are comprised of stock options and restricted stock, is anti-dilutive. Accordingly, basic and diluted net loss per share are the same.

As of September 30, 2008 and 2007, options to purchase 2,913,974 and 4,837,755 shares of common stock, respectively, were not included in the computation of diluted net loss per share since their inclusion would be anti-dilutive. In addition, 34,751 shares of unvested restricted common stock issued and outstanding as of September 30, 2008 and 456,935 shares of unvested restricted common stock issued and outstanding as of September 30, 2007 were also not included since their inclusion would be anti-dilutive.

(9)   Concentration of Credit Risk

Statement of Financial Accounting Standards No. 105, Disclosure of Information about Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit Risk, requires disclosure of any significant off-balance-sheet and credit risk concentrations. The Company has no off-balance-sheet or concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains its cash and cash equivalents and marketable securities balances with several high-credit quality financial institutions.

F-39

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the number of trade customers that individually comprise greater than 10% of total revenues and their respective percentage of the Company’s total revenues:

			Percentage of
	Number of		Total Revenues
	Significant		by Customer
	Customers		A			B			C
Three months ended September 30, 2008		3		36	%		37	%		18	%
Three months ended September 30, 2007		3		34	%		40	%		16	%
Nine months ended September 30, 2008		3		35	%		38	%		18	%
Nine months ended September 30, 2007		3		35	%		37	%		17	%

The following table summarizes the number of customers that individually comprise greater than 10% of total accounts receivable and their respective percentage of the Company’s total accounts receivable:

			Percentage of
			Total Accounts
	Number of		Receivable by
	Significant		Customer
	Customers		A			B			C
As of:
September 30, 2008		3		38	%		37	%		18	%
December 31, 2007		3		34	%		38	%		17	%

To date, the Company has not written off any significant accounts receivable.

(10)   Commitments and Contingencies

In February 2005, the Company engaged Schwarz Pharma Manufacturing, Inc. under a five-year exclusive manufacturing and supply agreement solely for the three times daily immediate release dosage formulation of BiDil. In connection with this supply agreement, the Company placed binding purchase orders of $324,000 for production of BiDil finished goods to occur during the fourth quarter of 2008.

(11)   Sublease

In May 2008, the Company entered into an Assignment of Lease and Assumption Agreement (the “Assignment Agreement”) with Cubist Pharmaceuticals, Inc. (“Cubist”), pursuant to which the Company assigned to Cubist its lease of approximately 19,815 square feet of office space in Lexington, Massachusetts (the “Premises”). Concurrent with the execution of the Assignment Agreement, the Company entered into a Sublease (the “Sublease”) with Cubist, pursuant to which the Company agreed to sublease approximately 4,000 square feet of the Premises. The initial term of the Sublease (the “Term”) was for three months beginning on June 1, 2008. Upon the expiration of the Term, the Company has the right to extend the Sublease, without notice, on a month-to-month basis. The Company has elected to extend the Sublease on a month-to-month basis subsequent to the expiration of the Term. Pursuant to the terms of the Sublease, the Company is obligated to pay rent to Cubist in the amount of approximately $9,200 per month in advance.

(12)   Amendment to Cohn License Agreement

On September 5, 2008, the Company entered into a letter agreement with Jay N. Cohn, M.D. (the “Letter Agreement”), pursuant to which the Company and Dr. Cohn clarified their understandings with respect to royalty payments pursuant to the Collaboration and License Agreement, dated as of January 22, 1999 and as amended on August 10, 2000, January 29, 2001 and March 15, 2002, by and between the Company and Dr. Cohn (the “Original Agreement”). The Letter Agreement resolves certain disputes with regard to the amount of planned costs and excess costs, as those terms are defined and referred to in the amendments to the

F-40

NITROMED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS — (Continued)

Original Agreement dated January 29, 2001 and March 15, 2002. In addition, the Letter Agreement clarifies that the Company will pay Dr. Cohn a specified reduced royalty on net sales of Collaboration Products (as defined in the Original Agreement) until such time as the aggregate dollar amount retained by the Company and not required to be paid to Dr. Cohn as a result of such reduced royalty rate equals a specified aggregate dollar amount (the “Maximum Amount”). Once the Maximum Amount has been achieved, the Company will resume making royalty payments to Dr. Cohn at the rate specified in the Original Agreement. Additionally, the Letter Agreement clarifies that should the Company sublicense its rights under the Original Agreement to a third party, Dr. Cohn will receive a specified percentage of any royalty payments the Company receives from the sublicense, and any such payments made to Dr. Cohn by the Company shall also be subject to offset up to the Maximum Amount. Pursuant to the terms of the Letter Agreement, the parties agreed to terminate the amendments to the Original Agreement dated January 29, 2001 and March 15, 2002. In consideration for agreeing to the terms of the Letter Agreement, the Company made a one time cash payment to Dr. Cohn in the amount of $800,000. This payment has been included as a component of cost of product sales in the Company’s interim statement of operations for the three and nine months ended September 30, 2008.

(13)   Subsequent Event — Agreement to Sell BiDil Drug Business

On October 22, 2008, the Company entered into an asset purchase and sale agreement with JHP Pharmaceuticals, LLC, a privately held specialty pharmaceutical company, pursuant to which JHP Pharmaceuticals has agreed to acquire substantially all of the assets related to the Company’s BiDil drug business. The purchase and sale agreement provides that at closing the Company will receive consideration of $24.5 million in cash, subject to an accounts receivable adjustment, plus up to an additional $1.8 million for closing date inventory. JHP Pharmaceuticals will assume all but specified liabilities related to the transferred assets.

The asset sale transaction is subject to specified closing conditions, including that the Company’s stockholders approve the transaction, that regulatory and other consents are obtained from third parties, and other customary closing conditions. The obligation of JHP Pharmaceuticals to complete the transaction is also subject to the absence of changes or circumstances that are materially adverse to the business, financial condition or results of operations of the BiDil drug business as a whole or that materially impair the Company’s ability to complete the transaction. The Company’s obligation to complete the asset sale is subject to the absence of a material adverse effect on the ability of JHP Pharmaceuticals to complete the purchase of the assets. In connection with the asset purchase and sale agreement, the Company and JHP Pharmaceuticals entered into a voting agreement, dated October 22, 2008, with certain funds affiliated with HealthCare Ventures L.L.C., Rho Ventures and Invus Public Equities, L.P., together owning or controlling an aggregate of approximately 28% of the Company’s common stock, pursuant to which such stockholders have agreed, among other things, to vote their shares of common stock in favor of the asset sale. The Company expects to close the transaction in early 2009.

F-41

INDEX TO ARCHEMIX’S FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-43
Balance Sheets as of December 31, 2007 and 2006, and September 30, 2008 (unaudited)	F-44
Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005, and for the Nine Months Ended September 30, 2008 and 2007 (unaudited)	F-45
Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the Years Ended December 31, 2007, 2006 and 2005, and for the Nine Months Ended September 30, 2008 (unaudited)	F-46
Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005, and for the Nine Months Ended September 30, 2008 and 2007 (unaudited)	F-48
Notes to Financial Statements	F-49

F-42

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Archemix Corp.

We have audited the accompanying balance sheets of Archemix Corp. (the Company) as of December 31, 2007 and 2006, and the related statements of operations, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Archemix Corp. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 of the financial statements, effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, using the modified prospective transition method.

/s/ Ernst & Young LLP       

Boston, Massachusetts
May 19, 2008

F-43

Archemix Corp.

Balance Sheets

	December 31,						September 30,
	2007			2006			2008
							(Unaudited)
	(In thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	17,623		$	13,231		$	11,374
Marketable securities		38,155			22,793			26,320
Receivables		1,651			6,149			851
Prepaid expenses and other current assets		623			250			1,213
Total current assets		58,052			42,423			39,758
Property and equipment, net		3,151			1,681			3,387
Total assets	$	61,203		$	44,104		$	43,145
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,045		$	728		$	702
Accrued expenses		4,589			2,450			3,969
Deferred revenue		8,765			5,503			6,356
Total current liabilities		14,399			8,681			11,027
Deferred revenue, long-term		11,239			11,704			6,227
Deferred rent, long-term		2,583			1,541			2,597
Preferred stock warrant liability		35			48			11
Commitments and contingencies (Note 10)
Redeemable convertible preferred stock:
Series A redeemable convertible preferred stock, at liquidation value; 51,884,995 shares authorized; 51,774,995 shares issued and outstanding		73,551			69,366			76,689
Series B redeemable convertible preferred stock, at liquidation value; 53,850,000 shares authorized, issued, and outstanding		66,535			62,186			69,797
Series C redeemable convertible preferred stock, at liquidation value; 14,922,207 shares authorized, issued, and outstanding		29,818			—			29,818
Stockholders’ deficit:
Preferred stock, 10,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.001 par value; 164,215,873, 155,615,005 and 164,215,873 shares authorized at December 31, 2007 and 2006 and September 30, 2008 (unaudited), respectively; 12,048,482, 10,579,400, and 15,653,186 shares issued and outstanding at December 31, 2007 and 2006, and September 30, 2008 (unaudited), respectively		12			10			16
Additional paid-in capital		2,408			1,111			3,425
Accumulated other comprehensive income (loss)		85			10			(147	)
Accumulated deficit		(139,462	)		(110,553	)		(156,315	)
Total stockholders’ deficit		(136,957	)		(109,422	)		(153,021	)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	$	61,203		$	44,104		$	43,145

See accompanying notes.

F-44

Archemix Corp.

Statements of Operations

										Nine Months Ended
	Year Ended December 31,									September 30,
	2007			2006			2005			2008			2007
										(Unaudited)
	(In thousands)
Revenues:
License revenue	$	9,436		$	3,558		$	1,371		$	12,743		$	6,120
Research and development support		7,932			2,850			1,027			7,998			5,654
Total revenues		17,368			6,408			2,398			20,741			11,774
Operating expenses:
Research and development		29,171			16,965			17,061			24,715			20,799
General and administrative		11,123			7,634			6,213			7,642			6,902
Total operating expenses		40,294			24,599			23,274			32,357			27,701
Loss from operations		(22,926	)		(18,191	)		(20,876	)		(11,616	)		(15,927	)
Other income (expense):
Interest income		2,538			1,779			919			1,139			1,830
Interest expense		—			—			(10	)		—			—
Other income, net		13			28			—			24			(15	)
Net loss	$	(20,375	)	$	(16,384	)	$	(19,967	)	$	(10,453	)	$	(14,112	)

See accompanying notes.

F-45

Archemix Corp.

Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

										Series C
										Redeemable
	Series A Redeemable				Series B Redeemable					Convertible									Accumulated
	Convertible				Convertible					Preferred									Other
	Preferred Stock				Preferred Stock					Stock		Common Stock				Additional			Comprehensive
			Carrying				Carrying				Carrying			Par		Paid-in			Income			Accumulated			Stockholders’
	Shares		Value		Shares		Value			Shares	Value	Share		Value		Capital			(Loss)			Deficit			Deficit
	(In thousands, except share data)
Balance at December 31, 2004		51,774,995	$	60,996		33,333,326	$	34,634					7,409,782	$	7	$	739					$	(58,772	)	$	(58,026	)
Issuance of Series B redeemable convertible preferred stock in August 2005 (net of issuance costs of $3)						300,000		297																		—
Issuance of Series B redeemable convertible preferred stock in December 2005 (net of issuance costs of $17)						20,216,674		20,199																		—
Exercise of common stock options													81,132				8									8
Accretion of preferred stock to redemption value				4,185				2,711															(6,896	)		(6,896	)
Compensation expense associated with options issued to nonemployees																	14									14
Comprehensive loss:
Unrealized loss on marketable securities																			$	(14	)					(14	)
Net loss																							(19,967	)		(19,967	)
Comprehensive loss																										(19,981	)
Balance at December 31, 2005		51,774,995		65,181		53,850,000		57,841					7,490,914		7		761			(14	)		(85,635	)		(84,881	)
Issuance costs of Series B redeemable convertible preferred stock in December 2005								(4	)
Exercise of common stock options and issuance of restricted stock													3,088,486		3		187									190
Accretion of preferred stock to redemption value				4,185				4,349															(8,534	)		(8,534	)
Compensation expense associated with options issued to employees and nonemployees																	239									239
Reclassification of Series A redeemable convertible preferred stock warrants																	(76	)								(76	)
Comprehensive loss:
Unrealized gain on marketable securities																				24						24
Net loss																							(16,384	)		(16,384	)
Comprehensive loss																										(16,360	)
Balance at December 31, 2006		51,774,995		69,366		53,850,000		62,186					10,579,400		10		1,111			10			(110,553	)		(109,422	)

F-46

Archemix Corp.

Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit — (Continued)

									Series C
									Redeemable
	Series A Redeemable				Series B Redeemable				Convertible										Accumulated
	Convertible				Convertible				Preferred										Other
	Preferred Stock				Preferred Stock				Stock				Common Stock				Additional		Comprehensive
			Carrying				Carrying				Carrying				Par		Paid-in		Income			Accumulated			Stockholders’
	Shares		Value		Shares		Value		Shares		Value		Shares		Value		Capital		(Loss)			Deficit			Deficit
	(In thousands, except share data)
Balance at December 31, 2006		51,774,995	$	69,366		53,850,000	$	62,186						10,579,400	$	10	$	1,111	$	10		$	(110,553	)	$	(109,422	)
Issuance costs of Series C redeemable convertible preferred stock in June 2007 (net of issuance costs of $26)										14,922,207	$	29,818
Exercise of common stock options														1,469,082		2		147								149
Accretion of preferred stock to redemption value				4,185				4,349															(8,534	)		(8,534	)
Vesting of restricted stock																		52								52
Compensation expense associated with options issued to employees and nonemployees																		605								605
Fair value of warrant issued in connection with license agreement																		493								493
Comprehensive loss:
Unrealized gain on marketable securities																				75						75
Net loss																							(20,375	)		(20,375	)
Comprehensive loss																										(20,300	)
Balance at December 31, 2007		51,774,995		73,551		53,850,000		66,535		14,922,207		29,818		12,048,482		12		2,408		85			(139,462	)		(136,957	)
Exercise of common stock options (unaudited)														3,604,704		4		362								366
Accretion of preferred stock to redemption value (unaudited)				3,138				3,262															(6,400	)		(6,400	)
Vesting of restricted stock (unaudited)																		22								22
Compensation expense associated with options issued to employees and nonemployees (unaudited)																		633								633
Comprehensive loss:
Unrealized loss on marketable securities (unaudited)																				(232	)					(232	)
Net loss (unaudited)																							(10,453	)		(10,453	)
Comprehensive loss (unaudited)																										(10,685	)
Balance at September 30, 2008 (unaudited)		51,774,995	$	76,689		53,850,000	$	69,797		14,922,207	$	29,818		15,653,186	$	16	$	3,425	$	(147	)	$	(156,315	)	$	(153,021	)

See accompanying notes.

F-47

Archemix Corp.

Statements of Cash Flows

										Nine Months Ended
	Year Ended December 31,									September 30,
	2007			2006			2005			2008			2007
										(Unaudited)
	(In thousands)
Operating activities
Net loss	$	(20,375	)	$	(16,384	)	$	(19,967	)	$	(10,453	)	$	(14,112	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		856			679			714			779			612
Stock-based compensation expense		605			239			14			633			442
Change in fair value of preferred stock warrants		(13	)		(28	)		—			(24	)		15
Fair value of warrant issued in connection with license agreement		493			—			—			—			493
Changes in operating assets and liabilities:
Receivables		4,498			(4,008	)		(1,513	)		800			5,127
Prepaid expenses and other assets		(373	)		(180	)		(9	)		(590	)		(1,591	)
Accounts payable and accrued expenses		3,550			111			2,739			(927	)		1,910
Deferred revenue		2,797			13,738			(871	)		(7,421	)		4,404
Net cash used in operating activities		(7,962	)		(5,833	)		(18,893	)		(17,203	)		(2,700	)
Investing activities
Purchase of marketable securities		(67,837	)		(48,686	)		(22,482	)		(37,920	)		(55,883	)
Maturities of marketable securities		52,550			38,284			10,100			49,523			34,814
Restricted cash		—			250			(250	)		—			—
Purchases of equipment		(2,326	)		(891	)		(579	)		(1,015	)		(2,112	)
Net cash (used in) provided by investing activities		(17,613	)		(11,043	)		(13,211	)		10,588			(23,181	)
Financing activities
Proceeds from exercise of stock options		149			190			8			366			119
Issuance of restricted stock		—			120			—			—			—
Net proceeds from issuance of redeemable convertible preferred stock		29,818			301			20,191			—			29,818
Payments of long-term debt		—			—			(591	)		—			—
Net cash provided by financing activities		29,967			611			19,608			366			29,937
Net (decrease) increase in cash and cash equivalents		4,392			(16,265	)		(12,496	)		(6,249	)		4,056
Cash and cash equivalents at beginning of period		13,231			29,496			41,992			17,623			13,231
Cash and cash equivalents at end of period	$	17,623		$	13,231		$	29,496		$	11,374		$	17,287
Noncash investing and financing activities
Accretion of preferred stock to redemption value	$	8,534		$	8,534		$	6,896		$	6,400		$	6,400
Subscription receivables	$	—		$	—		$	305		$	—		$	—
Supplemental disclosure of cash flow information
Cash paid during the year for interest	$	—		$	—		$	10		$	—		$	—

See accompanying notes.

F-48

Archemix Corp.

Notes to Financial Statements

(all tabular amounts in thousands, except share and per share amounts)

(including data applicable to unaudited periods)

1.   Nature of Business and Organization

Archemix Corp. (the Company) was incorporated in the state of Delaware on April 5, 2000 and is a biotechnology company focused on discovering, developing, and commercializing aptamer therapeutics.

As of December 31, 2007, and September 30, 2008, the Company had an accumulated deficit of approximately $139.5 million and $156.3 million, respectively, and will require substantial additional capital for research and product development. The future success of the Company is dependant on its ability to obtain additional working capital to develop its aptamer product candidates and ultimately upon its ability to attain future profitable operations. There can be no assurance that the Company will be able to obtain the necessary financing to successfully develop and market its aptamer product candidates or attain successful future operations. Further, the Company is subject to risks associated with emerging biotechnology companies. Primary among these risks is competition from other entities involved with drug discovery, the success of the Company’s effort to develop and market future aptamer product candidates and retain key employees, primarily research and development personnel. The Company believes its cash, cash equivalents, and marketable securities of approximately $37.7 million at September 30, 2008, are sufficient to fund operations for a period of at least one year from the balance sheet date. In addition, as further described in Note 12, on November 18, 2008, the Company executed a merger agreement that, if consummated, will provide significant additional financial resources to the Company.

2.   Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying balance sheet as of September 30, 2008, statements of operations and cash flows for the nine months ended September 30, 2008 and 2007, and statement of redeemable convertible preferred stock and stockholders’ deficit for the nine months ended September 30, 2008, and related financial data and other information disclosed in these notes to the financial statements as of September 30, 2008 and for the nine month periods ended September 30, 2008 and 2007 are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of normal recurring accruals, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the nine months ended September 30, 2008 and 2007. The results for the nine months ended September 30, 2008, are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2008.

Revenue Recognition

The Company generates revenue primarily from research and development collaboration agreements, including upfront nonrefundable license fees.

The timing of cash received from the Company’s research and development agreements generally differs from when revenue is recognized. The Company recognizes revenue in accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition in Financial Statements, and the Emerging Issues Task Force (EITF) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. Payments received in advance of a separate earnings process are recorded as deferred revenue.

F-49

Archemix Corp.

Notes to Financial Statements — (Continued)

Revenue is recognized when the following criteria have been met:

1. Persuasive evidence of an arrangement exists;

2. Delivery has occurred and risk of loss has passed;

3. The seller’s price to the buyer is fixed or determinable; and

4. Collectibility is reasonably assured.

In addition, when evaluating multiple element arrangements, the Company considers whether the components of the arrangement represent separate units of accounting as defined in EITF 00-21. Multiple elements are divided into separate units of accounting if specified criteria are met, including whether the delivered element has stand-alone value to the customer and whether there is objective and reliable evidence of fair value of the undelivered elements. The arrangement consideration received is allocated among the separate units of accounting based on their respective fair values and the applicable revenue recognition criteria are applied to each of the separate units.

Collaboration Agreements

The Company receives payments from its collaborators for upfront fees, the reimbursement of research and development efforts and contingent milestone payments for reaching certain development milestones. These payments generally are nonrefundable.

The Company typically receives upfront, nonrefundable payments for the licensing of its intellectual property upon the signing of research and development collaboration agreements. In accordance with SAB 104 and EITF 00-21, the Company believes these payments generally are not separable from the payments for providing research and development services because the license does not have stand-alone value from the research and development services the Company provides under its collaboration agreements. Accordingly, the Company accounts for these elements as one unit of accounting and recognizes upfront, nonrefundable payments as revenue on a straight-line basis over the Company’s contractual or estimated performance period, which is typically the research or development term. Revenue from the reimbursement of research and development efforts is recognized as the services are performed in the period to which the service relates. The Company determines the basis of the estimated performance period based on the contractual requirements of the collaboration agreement. At each reporting period, the Company evaluates whether events or circumstances warrant a change in the estimated performance period.

The Company’s collaborative agreements also include contingent milestone payments that can be earned upon achieving predefined development or commercialization milestones. For each contingent milestone, the Company evaluates whether (1) the milestone payment is nonrefundable, (2) substantive effort is involved in achieving the milestone and both parties are at risk that the milestone will not be achieved, and (3) the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone. If the above conditions are met, the Company will recognize revenue equal to the proportionate amount of the payment that correlates to services that have been rendered as of the date the milestone is met, with the remaining balance of the milestone payment being deferred and recognized on a straight-line basis over the remaining estimated performance period. Milestone payments that are not considered substantive and/or are not at risk are accounted for as additional license payments and recognized on a straight basis over the remaining performance period. Milestone payments that are refundable are deferred until such time the amounts are no longer refundable.

For collaborations that are of a joint development nature, such that the Company and the collaborator share in the development expenses, and upon commercialization, will share similarly in the profits or losses of marketed drugs, the Company records payments for joint development expenses from or to the collaborator

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Archemix Corp.

Notes to Financial Statements — (Continued)

during the development period on a net basis within research and development expenses in accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent.

For collaborations that are not of a joint development nature, and thus are not a profit sharing arrangement, the Company records payments from the collaborator as revenue during the development period when earned. Payments received by the Company from the collaborator upon commercialization of the product, such as royalty payments, also will be recorded as revenue. The Company has not recognized any royalty revenues to date.

Total revenue recognized from license and milestone fees and the reimbursement of research and development services from each of the Company’s collaboration agreements for the years ended December 31, 2007, 2006, and 2005, and the nine months ended September 30, 2008, is as follows:

							Nine Months Ended
	Year Ended December 31,						September 30,
	2007		2006		2005		2008
							(Unaudited)
Collaborator:
Elan	$	5,933	$	2,967	$	—	$	5,300
Nuvelo		3,923		1,846		656		3,552
Pfizer		1,000		—		—		750
Merck Serono		2,740		—		—		4,484
Takeda		1,522		—		—		2,711
Ophthotech		1,000		—		—		900
Eyetech		—		1,445		1,742		—
Ribomic		1,250		150		—		3,000
Other		—		—		—		44
Total	$	17,368	$	6,408	$	2,398	$	20,741

Research and Development Expenses

Research and development costs are charged to expense when incurred, and primarily consist of salaries and benefits, materials and supplies, facilities costs, overhead and preclinical and clinical expenses, along with the related manufacturing costs, contract services, and other outside costs.

On January 1, 2008, the Company adopted EITF Issue 07-03, Accounting for Advance Payments for Goods or Services to Be Used in Future Research and Development. EITF 07-03 addresses the diversity in accounting for the nonrefundable portion of a payment made by a research and development entity for future research and development activities. Under EITF 07-03, an entity is required to defer and capitalize nonrefundable advance payments for research and development activities until the related goods are delivered or the related services are performed for contracts entered into on or after January 1, 2008. The adoption of EITF 07-03 did not have a material effect on the Company’s financial position or results of operations.

Cash Equivalents

The Company considers highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents primarily consist of funds held in money market accounts.

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Archemix Corp.

Notes to Financial Statements — (Continued)

Concentrations of Credit Risk

Statement of Financial Accounting Standard (SFAS) No. 105, Disclosure of Information About Financial Instruments With Off-Balance-Sheet Risk and Financial Instruments With Concentration of Credit Risk, requires disclosure of any significant off-balance sheet risk or credit risk concentration. The Company does not have any off-balance sheet risk.

Cash and cash equivalents are primarily maintained with two major financial institutions in the United States. Deposits at banks may exceed the insurance provided on such deposits. Generally, these deposits may be redeemed upon demand, and therefore, bear minimal risk. Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of available-for-sale securities. Available-for-sale securities consist of investment-grade corporate obligations, asset-backed securities, and United States government treasury notes and agency obligations. The Company’s investment policy, which has been approved by its Board of Directors (the Board), limits the amount that the Company may invest in any one type of investment, thereby reducing credit risk concentrations. Receivables include amounts due under strategic alliances for which the Company does not obtain collateral. The Company has not experienced any losses to date related to receivables.

Fair Value of Financial Instruments

At December 31, 2007 and 2006, the carrying amounts of cash equivalents and marketable securities approximate their fair value due to their relatively short maturities. The fair value of available-for-sale marketable securities is based on quoted market prices or pricing models based on market data.

Fair Value Measurements

On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements, (” SFAS 157”), which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 codifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•  Level 1 — Observable inputs such as quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

•  Level 2 — Other inputs that are observable, directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs.

•  Level 3 — Unobservable inputs used when little or no market data is available and requires the Company to develop its own assumptions about how market participants would price the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

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Archemix Corp.

Notes to Financial Statements — (Continued)

The following table sets forth by level within the fair value hierarchy a summary of the fair market value of available-for-sale securities classified as cash equivalents and marketable securities the Company held at September 30, 2008:

	Level 1		Level 2		Level 3		Total
Cash equivalents	$	8,275	$	2,096	$	—	$	10,371
Marketable securities		5,188		21,132	$	—		26,320
	$	13,463	$	23,228	$	—	$	36,691

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over their respective estimated useful lives. Amortization of leasehold improvements is included in depreciation expense. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company continually evaluates whether events or changes in circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may not be recoverable. The Company recognizes an impairment loss when the estimated undiscounted cash flows are less than the carrying value of the asset. The asset is written down to its fair value determined by either a quoted market price or by a discounted cash flow technique, whichever is more appropriate under the circumstances. To date, the Company has not identified any impairment indicators.

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109, deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company uses the accrual basis of accounting for tax purposes. A valuation allowance is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Stock-Based Compensation

On January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment, using the modified prospective transition method as permitted under SFAS No. 123(R). Under this transition method, compensation cost recognized in the Company’s statement of operations subsequent to the adoption date includes: (a) compensation cost for all share-based payments granted prior to but not yet vested as of December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). In accordance with the modified prospective method of adoption, the Company’s results of operations and financial position for prior periods have not been restated. See Note 8 for additional information relating to stock-based compensation.

Accumulated Other Comprehensive Loss

SFAS No. 130, Reporting Comprehensive Income, establishes standards for reporting and displaying comprehensive income (loss) and its components in the financial statements. Accumulated other comprehensive loss comprises unrealized gains and losses on available-for-sale marketable securities.

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Archemix Corp.

Notes to Financial Statements — (Continued)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates relate to revenue recognition, specifically estimates of the period of substantial involvement, useful lives of fixed assets, fair value of the Company’s common stock, stock-based compensation, and accrued liabilities. Actual results could differ from those estimates.

Segment Information

SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, establishes standards for the way that companies report information about operating segments in their financial statements. SFAS No. 131 also establishes standards for related disclosures about products and services. The Company makes operating decisions based upon performance of the enterprise as a whole and utilizes its financial statements for decision-making. The Company operates in one business segment, which focuses on drug discovery and development.

Recent Accounting Pronouncements

In December 2007, the FASB issued EITF Issue 07-1, Accounting for Collaborative Arrangements. EITF 07-1 requires collaborators to present the results of activities for which they act as the principal on a gross basis and report any payments received from (made to) other collaborators based on other applicable GAAP or, in the absence of other applicable GAAP, based on analogy to authoritative accounting literature or a reasonable, rational, and consistently applied accounting policy election. Further, EITF 07-1 clarified the determination of whether transactions within a collaborative arrangement are part of a vendor-customer (or analogous) relationship subject to EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products). EITF 07-1 is effective for the Company beginning on January 1, 2009. The Company is currently evaluating the impact of adopting EITF 07-1 on its results of operations and financial position.

In December 2007, SFAS No. 141(R), Business Combinations, was issued. This Standard requires companies to measure all assets acquired and liabilities assumed, including contingent considerations and all contractual contingencies, at fair value as of the acquisition date. In addition, companies will no longer recognize in-process research and development charges, but will capitalize such amounts as an intangible asset. SFAS No. 141(R) is effective for transactions occurring on or after January 1, 2009. The Company does not expect the adoption of this pronouncement to have an impact on its financial condition, results of operations or cash flows.

In December 2007, SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51, was issued. SFAS 160 changes the accounting for and reporting of noncontrolling interests (formerly known as minority interests) in consolidated financial statements. SFAS No. 160 is effective January 1, 2009. When implemented, prior periods will be recast for the changes required by SFAS No. 160. The Company does not expect the adoption of this pronouncement to have an impact on its financial condition, results of operations or cash flows.

On March 19, 2008, SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities, was issued. SFAS No. 161 enhances the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 is effective January 1, 2009. Since SFAS No. 161 requires only additional disclosures concerning derivatives and hedging activities, adoption of SFAS No. 161 will not affect the Company’s

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Archemix Corp.

Notes to Financial Statements — (Continued)

financial condition, results of operations or cash flows given that the Company does not engage in derivative or hedging activities.

3.   License and Collaboration Agreements

Gilead Sciences, Inc.

In October 2001, the Company entered into a license agreement with Gilead Sciences, Inc. (Gilead) to obtain an exclusive worldwide license to certain proprietary intellectual property and technology. The license agreement provides the Company with the right to sublicense intellectual property and technology to other entities for research or other uses. The Company granted a nonexclusive, royalty-free license to Gilead to conduct internal research and to enable Gilead to fulfill its obligation under its pre-existing agreements.

During 2002, the Company was a party to litigation related to the intellectual property and technology licensed from Gilead. The litigation was settled in 2003, resulting in the Company agreeing to pay a nominal royalty on sublicensing and commercialization of the technology. For the years ended December 31, 2007, 2006, and 2005, and for the nine months ended September 30, 2008, the Company incurred royalty related expenses of $413,000, $275,000, $13,000, and $154,000 respectively.

Aptamera, Inc. (acquired by Antisoma plc in 2005)

In August 2003, the Company entered into an exclusive, worldwide license agreement with Aptamera, Inc., which was subsequently acquired by Antisoma plc, for the development and commercialization of an aptamer originally known as AGRO100, now called AS1411, and any derivatives of that aptamer. Aptamera is responsible for the clinical development, and ultimately, marketing of AS1411 and its derivatives. In consideration, the Company retained a right of first refusal for AS1411 in the United States. Should the licensee elect to license rights to the product in the United States to a third party, the Company can acquire the rights to AS1411 by offering equal or better terms than those being offered by the third party. Alternatively, if the Company forgoes its right of first refusal or if Antisoma commercializes AS1411, the Company is entitled to receive royalties on net sales for the original molecule or any backup molecule to AS1411. No amounts have been earned under this agreement.

Regado Biosciences, Inc.

In October 2003, the Company entered into a license agreement with Regado Biosciences, Inc. (Regado) for the discovery and development of aptamers. Regado has the exclusive right to discover, develop, and commercialize products containing antidote-controlled aptamers for the treatment of diseases related to the modulation of fibrin deposition, platelet adhesion and/or platelet aggregation. Regado granted the Company a royalty-free, nonexclusive license for any inventions that Regado derives from the practice of the license that constitute improvements to Archemix’s technology for the purpose of conducting initial research and for any use outside of the field of the license the Company granted to Regado. Regado is obligated to pay royalty payments on any net sales of licensed products beginning with the first commercial sale by the licensee or its affiliates and all sublicense income received. Additionally, Regado is obligated to make milestone payments of up to $5.5 million per product, contingent on the achievement of specified development, regulatory, and commercial milestones. During 2005, Regado completed a financing of $3.0 million, and the Company received 109,687 shares of Regado’s common stock. The Company assigned no value to the common stock based on the uncertainty of Regado’s long-term viability. No amounts have been earned under this arrangement.

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Archemix Corp.

Notes to Financial Statements — (Continued)

Nuvelo, Inc.

In January 2004, the Company entered into a joint collaboration agreement (the Initial Agreement) with Nuvelo, Inc. (Nuvelo) to collaborate on the discovery, development, and commercialization of ARC183, the Company’s proprietary anti-thrombin aptamer, and potentially other anti-thrombin aptamers. The Company received a nonrefundable upfront fee of $3.0 million. As part of the agreement, the Company and Nuvelo equally shared all costs and revenues associated with the development and commercialization of ARC183 after Nuvelo funded the first $4.0 million in research and development costs. The Company deferred the upfront fee and was recognizing it ratably over the period of the Company’s estimated substantial involvement, which the Company had estimated to be five years. In September 2005, the companies decided not to pursue development of ARC183, but agreed to actively pursue an optimized second generation molecule, now known as NU172. Based on these facts and circumstances, the Company extended the estimated period of substantial involvement to December 2010, and accordingly, extended the time period of recognizing the remaining deferred license fee.

Research and development expenses included the Company’s share of development costs under the Initial Agreement. Reimbursed research and development costs of this joint collaboration agreement have been recorded as a reduction to research and development expenses. For the years ended December 31, 2006 and 2005, the Company received from Nuvelo $942,000 and $2.6 million, respectively, of reimbursed research and development costs, which were recorded as a reduction to research and development expenses.

On July 31, 2006, the companies amended and restated the collaboration agreement (the Restated Agreement), which superseded the Initial Agreement, to identify short-acting aptamers that bind to specified targets in the process of the formation of blood clots. Under the Restated Agreement, the Company granted Nuvelo the exclusive right to develop and commercialize products derived from any aptamers discovered by the Company for use in affecting the blood clotting times in acute therapeutic applications. In addition, the joint development nature of the arrangement was terminated, and the Company was no longer responsible for 50% of the costs incurred for development efforts.

Under the Restated Agreement, Nuvelo made an initial upfront payment to the Company of $4.0 million. Nuvelo is providing research funding for the next three years, aggregating a minimum of $5.3 million. In addition, the Company may receive milestone payments totaling up to $35.0 million per development compound on the achievement of specified development and regulatory milestones, along with potential royalty payments based on sales of licensed products. The Company has the option, but not the obligation, to elect to participate in a percentage of the profits from sales of the compound by funding a specified percentage of the prior and future product development and commercialization expenses, in lieu of receiving milestone payments and royalties with respect to that compound. The Company deferred the $4.0 million upfront payment and is recognizing it ratably over the period of the Company’s estimated performance period, which is the three-year research term of the Restated Agreement. The remaining unrecognized upfront payment related to the Initial Agreement is also being recognized over this three-year research term. For the years ended December 31, 2007, 2006, and 2005, and for the nine months ended September 30, 2008, the Company recognized revenue of approximately $3.9 million, $1.8 million, $656,000, and $3.6 million, respectively, under this arrangement.

In addition, as part of the Restated Agreement, in the event the Company completes an initial public offering (IPO), Nuvelo is obligated to purchase a number of shares of the Company’s common stock at fair value equal to the lesser of $10 million or 15% of the gross offering proceeds of the Company’s IPO in a private placement to occur concurrent with the IPO.

In February 2008, the Company received a $1 million milestone payment from Nuvelo. The milestone payment was triggered by Nuvelo’s enrollment of the first volunteer in a Phase 1 study of NU172, a thrombin-inhibiting aptamer. The Company is recognizing revenue from this milestone payment based on the

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Archemix Corp.

Notes to Financial Statements — (Continued)

proportionate amount that correlates to services that have already been rendered with the remaining balance of the milestone payment being deferred and recognized on a straight-line basis over the remaining estimated period of performance.

Eyetech Pharmaceuticals, Inc. (acquired by OSI Pharmaceuticals, Inc. in 2005)

In April 2004, the Company entered into a collaboration agreement with Eyetech Pharmaceuticals, Inc. (Eyetech) to collaborate on the research and development of aptamers for ophthalmologic diseases and conditions. Eyetech is responsible for all product development, manufacturing, and marketing of any products developed through the collaboration. The Company also was reimbursed for research and development expenses. The Company received a nonrefundable upfront fee of $1.5 million and is entitled to potential milestone payments and royalties on net sales of resulting products, if and when any sales commence. The Company deferred the upfront fee and was recognizing it ratably over the period of the Company’s substantial involvement, which the Company had estimated to be seven years, the term of the collaborative research program, and a two-year extension that Eyetech had the right to exercise under the agreement.

The collaboration agreement contains two parts: a research portion and a development and commercialization portion. In April 2006, the parties agreed to terminate the research portion of the collaboration agreement. As a result, the Company is no longer obligated to conduct research on behalf of Eyetech (now OSI, Inc. (OSI)), and the Company recognized the remaining deferred revenue of $1.0 million related to the upfront fee. For the years ended December 31, 2006 and 2005, the Company recognized revenue of approximately $1.4 million and $1.7 million, respectively, under this arrangement. At the time of the termination of the research portion of the collaboration, Eyetech had designated a single compound candidate, E10030, for development. The development and commercialization portion of the agreement continues to survive and enables OSI to pursue the clinical and commercial development of E10030. In July 2007, OSI assigned its rights under the agreement to Ophthotech (see below).

Elan Pharma International Limited

On June 30, 2006, the Company entered into a collaboration agreement with Elan Pharma International Limited (Elan) focused on the discovery, development, and commercialization of aptamer therapeutics to treat autoimmune disease. During the research term of the agreement, the Company was responsible for the research activities, and Elan was responsible for the development activities. Under the terms of the agreement, the Company received a nonrefundable upfront technology access and license fee of $7.0 million, which was being recognized ratably over the period of the Company’s estimated substantial involvement, the three-year research term.

In April 2008, Elan notified the Company that it was terminating this collaboration agreement with the Company. As a result, the Company is no longer obligated to conduct research on behalf of Elan. As of September 30, 2008, the Company recognized the remaining deferred revenue related to the upfront fee. For the years ended December 31, 2007 and 2006, and nine months ended September 30, 2008 the Company recognized revenue of approximately $5.9 million, $3.0 million and $5.3 million, respectively, under this arrangement.

Pfizer Inc.

In December 2006, the Company and Pfizer Inc. (Pfizer) entered into a collaboration agreement for the discovery, development, and commercialization of aptamers against three exclusive targets to be selected by Pfizer in any field of use. The Company will be responsible for research activities, and Pfizer will be responsible for developing and commercializing any resulting product candidates.

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Archemix Corp.

Notes to Financial Statements — (Continued)

Under the terms of the agreement, the Company received an upfront nonrefundable technology access and license fee of $6.0 million in January 2007. The Company began recognizing the upfront nonrefundable fee in January 2007 over a six-year period, the estimated time period of its substantial involvement. At December 31, 2006, the upfront fee was included in receivables and deferred revenue. In addition, to the extent Pfizer requests, the Company may perform research activities and be reimbursed accordingly. The Company also is eligible to receive milestone payments totaling up to $104.6 million on the achievement of specified development, regulatory, and commercial milestones, along with royalty payments on net sales of any marketed products developed under the collaboration. For the year ended December 31, 2007 and nine months ended September 30, 2008, the Company recognized revenue of approximately $1.0 million and $750,000, respectively, under this arrangement.

Merck KGaA

On January 17, 2007, the Company entered into a collaboration agreement with Merck KGaA focused on the discovery, development, and commercialization of aptamer-based therapeutics to treat cancer. As part of the collaboration, the Company will discover and generate product candidates for two oncology targets identified by Merck KGaA. The Company is responsible for the target discovery and lead optimization activities, and Merck KGaA is responsible for the preclinical and clinical development and commercialization of any resulting product candidates.

Under the terms of the agreement, the Company received a nonrefundable upfront technology access and license fee of $3.0 million. In January 2007, the Company began to recognize the nonrefundable upfront fee over a period of approximately 5.4 years, its estimated time period of substantial involvement (see below). Merck KGaA is required to provide a minimum $7.4 million of funding to support the Company’s research activities and maintain the license. The Company also could receive payments totaling up to $61.0 million per product candidate on the achievement of all specified development, regulatory, and commercial milestones, along with royalty payments for products successfully commercialized under the collaboration. For the year ended December 31, 2007 and nine months ended September 30, 2008, the Company recognized revenue of approximately $2.7 million and $4.5 million, respectively, under this arrangement including the expanded collaboration described below.

Merck Serono Collaboration Expansion

In June 2007, the Company entered into a collaboration agreement with Merck KGaA, acting on behalf of its division Merck Serono. The Company is accounting for this agreement, together with the agreement entered into with Merck KGaA in January 2007, as one arrangement because the terms of the second agreement were in negotiation at the time of the execution of the first agreement in January 2007. As such, the Company is recognizing the upfront payment received under the agreement executed in January 2007 over the Company’s estimated performance period of approximately 5.4 years. Under the June 2007 agreement, the companies will focus on the discovery, development, and commercialization of aptamer therapeutics to treat oncology and autoimmune disease targets. Merck Serono will have exclusive, worldwide rights, subject to the Company’s co-development and co-promotion option in the United States, to develop and commercialize aptamers for therapeutic indications against the targets that are the subject of the collaboration.

The Company has the option to co-develop and co-promote in the United States any aptamer developed under the collaboration. If the Company exercises this option, it will be responsible for paying a specified percentage of the future worldwide development and United States regulatory costs attributable to that aptamer product candidate. In return, the Company would be entitled to receive a specified percentage of the net income, or in the case of a loss, its share in such losses derived from that aptamer in the United States in lieu of receiving milestone payments or any royalties on net sales of the aptamer product candidate in the

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Archemix Corp.

Notes to Financial Statements — (Continued)

United States. The Company will have the right to cease to co-develop any aptamer product candidate at three specified points prior to commercialization and, instead, receive milestones and royalties on net sales.

Under the terms of the agreement, the Company may be eligible to receive development, regulatory, and commercial milestones of up to $580.9 million in the event that all products reach the market in different indications in all territories. The Company is also entitled to research funding for the activities it conducts on behalf of Merck Serono under the collaboration and to receive royalty payments on any net sales of products that are not co-developed by the Company and any sales of products outside of the United States that are co-developed by the Company. Over the research term of the agreement, Merck Serono will provide funding to support the Company’s research and development activities related to the agreement.

In connection with the agreement, the Company sold 14,922,207 shares of its Series C redeemable convertible preferred stock to Merck KGaA at $2.00 per share, resulting in net proceeds of $29.8 million (Note 8).

Takeda Pharmaceutical Company Limited

In June 2007, the Company entered into a collaboration agreement with Takeda Pharmaceutical Company Limited (Takeda) focused on the discovery of aptamers for the development and commercialization as therapeutics. As part of the collaboration, the Company will discover and generate aptamer product candidates to three disease-associated targets selected by Takeda. The Company will be responsible for the target discovery and lead optimization activities, and Takeda will be responsible for preclinical and clinical development and commercializing any resulting product candidates.

Under the terms of the agreement, the Company received a nonrefundable, upfront technology access and license fee of $6.0 million. The Company is recognizing the nonrefundable upfront fee over the three-year research term of the agreement, which it estimates to be its period of substantial involvement. In addition, the Company is performing research activities, which are reimbursed at an agreed upon full-time equivalent (FTE) rate. The Company also may receive aggregate payments totaling up to $253.5 million on the achievement of specified development, regulatory, and commercial milestones, along with royalty payments on any marketed products developed under the collaboration. For the year ended December 31, 2007 and nine months ended September 30, 2008, the Company recognized revenue of approximately $1.5 million and $2.7 million, respectively, under this arrangement.

Ophthotech Corporation

On July 31, 2007, the Company entered into an exclusive license agreement with Ophthotech Corporation (Ophthotech) pursuant to which the Company granted Ophthotech an exclusive license under the Company’s technology and patent rights to develop and commercialize certain aptamers.

Ophthotech paid the Company an initial upfront, nonrefundable license fee in the amount of $1.0 million. In September 2007, the Company met all of its performance obligations under the agreement and recognized the upfront nonrefundable license fee of $1.0 million as revenue. In addition, Ophthotech issued 2,000,000 shares of its Series A-1 preferred stock to the Company. The Company assigned no value to the preferred stock based on the uncertainty of Ophthotech’s long-term viability. The Company is eligible to receive milestone payments in the aggregate amount of up to $86.5 million per product, contingent upon the achievement of specified development, regulatory, and annual net sales milestones. The Company is also entitled to receive a royalty based on any net sales of products and, subject to credit for related milestone payments received by the Company, a percentage of any nonroyalty income received by Ophthotech under any sublicense of the rights granted to it under the agreement. To date, the Company has received no milestone or royalty payments from Ophthotech.

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Archemix Corp.

Notes to Financial Statements — (Continued)

The term of the agreement will continue with respect to products sold by Ophthotech until the later of the expiration of the last-to-expire valid claim covering any aptamer product developed under the agreement, or 12 years from the date of first commercial sale of any such product and, with respect to products sold by any sublicensee of Ophthotech, until no further payments are payable by Ophthotech to the Company under the agreement.

In March 2008, the Company received a $750,000 milestone payment from Ophthotech. The milestone payment was triggered by Ophthotech’s enrollment of the first volunteer in a Phase 1 study of E10030, an anti-platelet derived growth factor (PDGF) aptamer which is being developed for age-related macular degeneration (AMD). In July of 2007, Ophthotech had received clinical and commercial development rights for E10030 from OSI. The Company recognized revenue for the full amount of the milestone payment in 2008 as it has no future obligation to Ophthotech.

Isis Pharmaceuticals, Inc.

On July 23, 2007, the Company entered into a collaboration and license agreement with Isis Pharmaceuticals, Inc. (Isis) pursuant to which Isis granted the Company an exclusive license to its chemistry patent rights and a nonexclusive right to its know-how, with the right to sublicense, to discover, develop, and commercialize products containing aptamers. Isis also granted to the Company a nonexclusive license under its analytical and manufacturing patent rights and know-how, with no right to sublicense, discover, develop, and commercialize products containing aptamers. The Company granted Isis a royalty-free, nonexclusive license under specified know-how disclosed by the Company to Isis to discover, develop, and commercialize products that do not contain aptamers. The agreement also provides for collaborative research efforts by the parties.

In consideration for the licensed intellectual property, the Company issued Isis a fully-vested warrant to acquire 600,000 shares of its common stock at an exercise price of $0.25 per share, which expires on July 23, 2014. The Company expensed the fair value of the warrant in accordance with SFAS No. 2, Accounting for Research and Development Costs, in the third quarter of 2007. Utilizing the Black-Scholes option pricing model, the Company estimated the research and development expense as of the issuance date of the warrant to be approximately $493,000. The fair value of the warrant has been estimated using the following assumptions in the Black-Scholes option pricing model:

Fair value of common stock	$	0.93
Weighted-average risk-free interest rate		4.68	%
Expected life (contractual term)		7 years
Volatility		76	%
Dividend yield		0	%

In addition, the Company is obligated to pay Isis milestone payments, in the aggregate amount of up to $1.8 million per product, contingent upon the achievement of specified development and regulatory milestones. The Company also agreed to pay Isis a royalty based on any net sales of products and, subject to credit for related milestone payments made by the Company, a percentage of any nonroyalty income received by the Company under any sublicense of the rights granted to it under the agreement. To date, the Company has made no payments to Isis.

The term of the agreement will continue until the expiration of all obligations to pay royalties on licensed products. Either the Company or Isis may terminate the agreement in the event of an uncured material breach by the other party.

F-60

Archemix Corp.

Notes to Financial Statements — (Continued)

Ribomic, Inc.

On December 10, 2007, the Company entered into an exclusive license agreement with Ribomic Inc. (Ribomic) pursuant to which the Company granted Ribomic an exclusive license under the Company’s technology and patent rights to discover, develop, and commercialize aptamers to a specific protein target in consideration of an upfront, nonrefundable license fee of $1.0 million, which was received in January 2008.

In December 2007, the Company met all of its performance obligations under the agreement and recognized the license fee of $1.0 million as revenue. The Company is eligible to receive milestone payments in the aggregate amount of up to $38.0 million per product, contingent upon the achievement of specified development, regulatory, and annual net sales milestones. The Company is also entitled to receive a royalty based on any net sales of any potential products. To date, the Company has received no milestone or royalty payments from Ribomic.

The term of the agreement will continue with respect to products sold by Ribomic until all royalty terms for all licensed products have ended. Upon expiration of the royalty term applicable to a licensed product in a country, Ribomic’s rights and licenses hereunder with respect to such licensed product in such country shall become fully paid-up, nonroyalty-bearing, nonexclusive, perpetual rights and licenses.

On June 11, 2008, the Company entered into a second license agreement with Ribomic. This agreement is a non-exclusive license agreement to certain technology and patent rights of the Company to discover aptamers against multiple targets. Under the terms of the agreement, the Company will receive a license fee of $6.0 million, which will be received in three payments over an eighteen month period. The Company is recognizing revenue as the payments are received. The Company received the first payment of $3.0 million in July 2008.

Ribomic has the option, upon payment of further fees, to convert the license from non-exclusive to exclusive on a target-by-target basis. When the option is exercised, the Company is eligible to receive an upfront license fee of $1.0 million per product and milestone payments in the aggregate amount of up to $38.0 million per product, contingent upon the achievement of specified development, regulatory, and annual net sales milestones. The Company is also entitled to receive a royalty based on any net sales of any potential products. To date, the Company has received no milestone or royalty payments from Ribomic.

4.   Marketable Securities

Marketable securities primarily consist of investments with original maturities greater than 90 days at the date of acquisition. The Company classifies these investments as available-for-sale as defined by SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Available-for-sale investments are carried at fair market value. Unrealized gains and losses are included in other comprehensive income (loss). Realized gains or losses were not material for the years ended December 31, 2007, 2006, and 2005, and the nine month period ended September 30, 2008.

F-61

Archemix Corp.

Notes to Financial Statements — (Continued)

The following is a summary of the fair market value of available-for-sale marketable securities:

	September 30, 2008
	Amortized		Unrealized		Unrealized			Estimated Fair
	Cost		Gains		Losses			Value
	(Unaudited)
Certificates of Deposit	$	500	$	—	$	—		$	500
Commercial paper		9,953		20		—			9,973
U.S. Government treasury notes		2,779		19		—			2,798
U.S. Government treasury securities		2,387		2		—			2,389
U.S. Government agencies		5,377		—		(6	)		5,371
Corporate debt securities:
Due in one year or less		4,958		—		(182	)		4,776
Due in one to three years		519		—		(6	)		513
Total marketable securities	$	26,473	$	41	$	(194	)	$	26,320

	December 31, 2007
	Amortized		Unrealized		Unrealized			Estimated Fair
	Cost		Gains		Losses			Value
Commercial paper	$	17,277	$	65	$	—		$	17,342
U.S. Government treasury notes		4,974		12		—			4,986
U.S. Government agencies		2,014		2		—			2,016
Corporate debt securities:
Due in one year or less		9,931		2		(5	)		9,928
Due in one to three years		1,035		2		—			1,037
Asset-backed securities		2,842		4		—			2,846
Total marketable securities	$	38,073	$	87	$	(5	)	$	38,155

	December 31, 2006
	Amortized		Unrealized		Unrealized			Estimated Fair
	Cost		Gains		Losses			Value
Certificates of deposit	$	300	$	—	$	—		$	300
Commercial paper		5,707		3		—			5,710
U.S. Government treasury notes		5,075		2		—			5,077
Corporate debt securities:
Due in one year or less		1,892		—		—			1,892
Due in one to three years		4,819		1		(1	)		4,819
Asset-backed securities		4,994		1		—			4,995
Total marketable securities	$	22,787	$	7	$	(1	)	$	22,793

F-62

Archemix Corp.

Notes to Financial Statements — (Continued)

5.   Property and Equipment

Property and equipment consists of the following:

	Estimated	December 31,
	Life in Years	2007			2006
Laboratory equipment	5	$	5,312		$	3,310
Computers and office equipment	4		534			377
Purchased software	3		312			261
Office furniture	5		419			313
Leasehold improvements	Shorter of useful life or remainder of lease		345			335
			6,922			4,596
Less accumulated depreciation and amortization			(3,771	)		(2,915	)
Property and equipment, net		$	3,151		$	1,681

6.   Debt

In October 2001, the Company entered into a loan and security agreement (the Loan Agreement) with Comerica Bank (Comerica), which was amended in December 2002 and October 2003. The Loan Agreement, as amended, provided the Company with a revolving credit facility and equipment loan to finance the purchase of equipment, furniture, tools, parts, and leasehold improvements.

In connection with the Loan Agreement, the Company issued a warrant to purchase 80,000 shares of Series A redeemable convertible preferred stock to Comerica in 2001. The warrants have an exercise price of $1.00 per share and expire in October 2008. In connection with the amendment to the Loan Agreement in December 2002, the Company issued a warrant to purchase 30,000 shares of Series A redeemable convertible preferred stock at an exercise price of $1.00 per share, which expires in December 2009. The Company determined that the fair value of the warrants using the Black-Scholes option pricing model was $54,000 and $22,000, respectively, on the grant date. The Company amortized the fair value of the warrants as interest expense using the effective interest method over the term of the agreement. The issuance of these warrants did not create any beneficial conversion features. Effective January 1, 2006, the Company recorded the fair value of these warrants aggregating $60,000 as a credit to long-term liabilities as warrants to purchase shares subject to redemption in accordance with SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, and FASB Staff Position (FSP) No. 150-5, Issuer’s Accounting under FASB Statement No. 150 for Freestanding Warrants and Other Similar Instruments on Shares that Are Redeemable. The Company recorded $28,000 of other income for the year ended December 31, 2006 based on the change in fair value of the warrants from the date of issuance through December 31, 2006, as the effect of the adoption of FSP 150-5 was not material. For the year ended December 31, 2007, and the nine month period ended September 30, 2008, the Company recorded $13,000 and $24,000, respectively, of other income based on the change in fair value of the warrants.

In April 2005, the Company entered into a one-year loan and security agreement with Silicon Valley Bank (SVB). The agreement provides the Company with a letter of credit secured by a line of credit. Maximum borrowings under the agreement were $4.5 million, prior to the amendment described below, and are secured by all of the Company’s assets, excluding intellectual property. Maximum borrowings are reduced by the amount of outstanding letters of credit. Borrowings bear interest at the prime rate plus 0.50%. The agreement contains certain financial and other covenants requiring the Company to, among other things, maintain a ratio of unrestricted cash and accounts receivable to liabilities of at least 3 to 1 and maintain primary checking and operating accounts and at least $10.0 million of the Company’s unrestricted cash at the

F-63

Archemix Corp.

Notes to Financial Statements — (Continued)

bank. The Company renewed the loan and security agreement and related letter of credit of $4.4 million in April 2006 for an additional year and subsequently amended the loan and security agreement in December 2006. The amendment increased maximum borrowings to $8.2 million, and the Company is required to maintain $15.0 million of unrestricted cash at the bank. As of December 31, 2007 and 2006, the related outstanding letter of credit was $8.2 million. There were no outstanding borrowings as of December 31, 2007 and 2006, and the Company was in compliance with all covenants. In the event the Company does not comply with the certain covenants or provisions within the loan and security agreement, the bank’s remedies include: (1) declaring all obligations immediately due and payable, which could include requiring the Company to cash collateralize its outstanding letter of credit; (2) ceasing to advance money or extend credit for the Company’s benefit; (3) applying to the obligations any balances and deposits held by the Company or any amount held by the bank owing to or for the credit or the account of the Company; and/or, (4) putting a hold on any account maintained with the bank. In 2008, the Company renewed the amended loan and security agreement for an additional year. No amounts are outstanding at September 30, 2008.

7.   Income Taxes

As of December 31, 2007, the Company has net operating loss carryforwards of $65.8 million and $59.1 million to offset future federal and state taxable income, respectively. The net operating losses expire through 2027 for federal tax purposes and through 2012 for state tax purposes. As of December 31, 2007, the Company also has research and development tax credit carryforwards of approximately $2.7 million and $1.0 million to offset future federal and state income taxes, respectively, which expire through 2027 for federal tax purposes and through 2022 for state tax purposes. The net operating loss and research and development tax credit carryforwards may be subject to the limitations provided in the Internal Revenue Code (IRC) Sections 382 and 383.

A reconciliation of federal statutory income tax provision to the Company’s actual provision is as follows:

	Year Ended December 31,
	2007			2006			2005
Loss before income tax expense	$	(20,375	)	$	(16,384	)	$	(19,967	)
Benefit at federal statutory tax rates		(6,927	)		(5,580	)		(6,789	)
Permanent differences		1,976			110			19
State taxes, net of deferral benefit		(1,324	)		(1,067	)		(1,298	)
Tax credits		(264	)		(423	)		(523	)
Change in valuation allowance		6,539			6,960			8,591
Income tax provision	$	—		$	—		$	—

F-64

Archemix Corp.

Notes to Financial Statements — (Continued)

The principal components of the Company’s deferred tax assets (liabilities) are as follows:

	Year Ended December 31,
	2007			2006
Net operating loss carryforwards	$	26,211		$	22,936
Research and development credits		3,362			2,716
Accrual to cash adjustment		—			6,247
Deferred Revenue		8,048			—
Deferred Rent		1,207			—
Intangible assets		4,081			4,547
Other		7			(70	)
Net deferred tax assets		42,916			36,376
Less — valuation allowance		(42,916	)		(36,376	)
Net deferred tax asset	$	—		$	—

The Company has recorded a full valuation allowance against its deferred tax assets due to the uncertainty surrounding the Company’s ability to realize such assets, which increased by approximately $6.5 million in 2007 primarily as a result of the Company’s continuing losses from operations.

On January 1, 2008, the Company adopted the provisions of FASB Interpretation (FIN) 48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109. This interpretation requires that the Company recognize in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The adoption of FIN 48 did not have a material effect on the Company’s financial statements. At the date of adoption of January 1, 2008, and as of September 30, 2008, the Company had no unrecognized tax benefits. The Company has not, as of yet conducted a study of its research and development credit carryforwards. This study may result in an increase or decrease to the Company’s research and development credit carryforwards, however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position under FIN 48. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. As a result, there would be no impact to the balance sheet, statement of operations or cash flows if an adjustment were required.

8.   Stockholders’ Equity

Redeemable Convertible Preferred Stock

On March 31, 2004, the Company completed the initial closing of a Series B financing (the Series B Financing) pursuant to which the Company sold 16,666,661 shares of Series B redeemable convertible preferred stock to investors at $1.00 per share, resulting in aggregate proceeds of $16.7 million. The Series B closing represented the first tranche of the Series B Financing, which if all milestones were met, would total $50.0 million.

On August 5, 2004, the Company dosed the first patient in a human clinical trial for its drug candidate ARC183. This milestone triggered the second tranche of the Series B Financing, pursuant to which the Company sold an additional 16,666,665 shares of Series B redeemable convertible preferred stock to investors at $1.00 per share, resulting in aggregate proceeds of $16.7 million.

In December 2005, the Company’s Board of Directors approved the Company’s third new development candidate since the initial closing of the Series B Financing. This milestone triggered the third and final

F-65

Archemix Corp.

Notes to Financial Statements — (Continued)

tranche of the Series B Financing, pursuant to which the Company sold 20,516,674 shares of Series B redeemable convertible preferred stock to investors at $1.00 per share, resulting in aggregate proceeds of $20.5 million. The Company added two new investors to the final tranche and increased the total Series B Financing to $53.9 million.

The shares of Series B redeemable convertible preferred stock issued in the Series B Financing included shares of Series B-1 redeemable convertible preferred stock, which automatically converted into shares of Series B redeemable convertible preferred stock on a one-for-one basis on March 31, 2006 pursuant to the terms of the Company’s restated certificate of incorporation adopted in connection with the Series B Financing.

In connection with the expansion of the Merck Serono collaboration agreement in June 2007 (Note 3), the Company sold 14,922,207 shares of its Series C redeemable convertible preferred stock to Merck KGaA at $2.00 per share, resulting in aggregate proceeds of $29.8 million. The Company evaluated the sale of these shares, and determined that a beneficial conversion feature was not created within the provisions of EITF 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, because on the date of issuance of the shares to Merck Serono, the sale price of $2.00 per share, paid by Merck Serono exceeded the $0.93 per share fair value of the Company’s common stock on the date of issuance.

On June 13, 2007, the Company amended and restated its certificate of incorporation to increase the authorized shares of common stock to 164,215,873 shares, authorize and set forth the terms of 14,922,207 shares of Series C redeemable convertible preferred stock and eliminate the authorized shares of Series B-1 redeemable convertible preferred stock.

							Aggregate		Aggregate
							Liquidation		Liquidation
			Shares		Per Share		Preference as		Preference as
	Shares		Issued and		Liquidation		of December 31,		of September 30,
	Designated		Outstanding		Price		2007		2008
									(Unaudited)
Series A		51,884,995		51,774,995	$	1.00	$	73,551	$	76,689
Series B		53,850,000		53,850,000	$	1.00		66,535		69,797
Series C		14,922,207		14,922,207	$	2.00		29,818		29,818
Total		120,657,202		120,547,202			$	169,904	$	176,304

Dividends

The holders of Series A redeemable convertible preferred stock (Series A Preferred) and Series B redeemable convertible preferred stock (Series B Preferred, and together with the Series A Preferred, the Senior Preferred Stock) are entitled to receive dividends equal to any dividend paid on the Company’s common stock. In addition, the holders of the Senior Preferred Stock are entitled to receive dividends at a rate of $0.08 per share on an annual basis, payable in preference to any dividend payment on junior preferred stock or common stock, and the holders of Series B Preferred are entitled to receive dividends in preference to the Series A Preferred. The dividends accrue, whether or not earned or declared, and are cumulative. The Company is accreting dividends on the Senior Preferred Stock based on the earliest date of redemption. Through December 31, 2007, the Company has accreted dividends of $22.1 million and $12.9 million for Series A Preferred and Series B Preferred, respectively. Through September 30, 2008, the Company has accreted dividends of $25.2 million and $16.2 million for Series A Preferred and Series B Preferred, respectively. All accrued dividends will be forfeited upon conversion of the Senior Preferred Stock, including in connection with the conversion of the Senior Preferred Stock upon the closing of the Company’s initial public offering. After payment of dividends on the Senior Preferred Stock, the holders of Series C redeemable

F-66

Archemix Corp.

Notes to Financial Statements — (Continued)

convertible preferred stock (Series C Preferred, and together with the Senior Preferred Stock, the Preferred Stock) and common stock may receive dividends when and if declared by the Board of Directors out of legally available funds.

Liquidation Preference

As of December 31, 2007 and September 30, 2008, the holders of the Series B Preferred are entitled to receive, upon the liquidation of the Company, including certain transactions deemed to be a liquidation, proceeds in proportion to their liquidation preference. Such liquidation preference is equal to the greater of the original Series B issue price of $1.00 per share plus all declared or accrued, but unpaid dividends or such amount per share as would have been payable had such share been converted into common stock. Subsequent to the payment of the Series B Preferred liquidation preference, the holders of the Series A Preferred would receive liquidation proceeds in proportion to their liquidation preference. Such liquidation preference is equal to the greater of the original Series A issue price of $1.00 per share plus all declared or accrued, but unpaid dividends or such amount per share as would have been payable had such share been converted into common stock. Subsequent to the payment of the liquidation preferences on the Senior Preferred Stock, the holders of the Series C Preferred would receive liquidation proceeds in proportion to their liquidation preference. Such liquidation preference is equal to the greater of the original Series C Preferred issue price of $2.00 per share plus any declared but unpaid dividends or such amount per share as would have been payable had such share been converted into common stock. Subsequent to the liquidation preference payments to the holders of Preferred Stock, the remaining assets of the Company would be distributed to the holders of common stock.

Conversion

Each share of Preferred Stock is convertible at any time at the election of the holder into that number of shares of common stock determined by dividing the purchase price of such share by the conversion price, which is initially equal to the purchase price, adjustable for certain dilutive events such as stock splits. At December 31, 2007 and September 30, 2008, the conversion price for the Series A Preferred and Series B Preferred was $1.00 per share, and the conversion price for the Series C Preferred was $2.00 per share. Each share of Preferred Stock automatically converts, at the conversion rate described above, upon an initial public offering resulting in gross proceeds to the Company of at least $30.0 million at a per share price to the public of at least $2.00. Notwithstanding the foregoing, upon the affirmative vote of two-thirds of the shares of each series of Preferred Stock, each share of such series Preferred Stock will automatically convert into shares of common stock. In addition, all shares of Preferred Stock will convert automatically upon the closing of a firm commitment underwritten public offering of the Company’s common stock, without any minimum proceeds or per share price, upon the affirmative vote of the holders of two-thirds of the Senior Preferred Stock voting together as a single class.

Voting Rights

Each holder of Preferred Stock is entitled to the number of votes equal to the number of whole shares of common stock into which the shares of the particular series of Preferred Stock are convertible, which at December 31, 2007 and September 30, 2008 was one share.

Redemption

The holders of two-thirds of the then-outstanding shares of Preferred Stock may require the Company to redeem all of the outstanding Preferred Stock in three equal installments, with one-third of the shares of Preferred Stock redeemed on the first redemption date, one-third of the shares of Preferred Stock redeemed on the first anniversary of the first redemption date, and the remainder redeemed on the second anniversary of the first redemption date. The first redemption date may not be earlier than March 31, 2009. If funds are available,

F-67

Archemix Corp.

Notes to Financial Statements — (Continued)

the redemption price is equal to the liquidation preference payment on the first redemption date. If sufficient funds are not available, the shares of the Series B Preferred will be redeemed in preference to the shares of Series A Preferred and the shares of Series A Preferred will be redeemed in preference to the shares of Series C Preferred. All shares not redeemed shall be entitled to receive interest accruing daily at the rate of 8% per year, and if the Company fails or refuses to redeem all of the shares of Preferred Stock subject to redemption within 90 days of the redemption date, then the holders of the Preferred Stock shall be entitled to elect a majority of the Board of Directors.

Other Restrictions

When at least 25% of the shares of the Senior Preferred Stock remain outstanding, the Company may not, without the consent of at least two-thirds of the holders of Senior Preferred Stock or any other vote required by Delaware law, consent to any liquidation, dissolution, or winding-up of the Company; merge or consolidate with any other entity; sell, abandon, transfer, lease, or otherwise dispose of all or a substantial portion of its properties or assets; amend, alter, or repeal any provision of the amended and restated certificate of incorporation or by-laws; create or authorize another series of stock or increase the number of authorized shares of any series of stock; create or authorize any obligation or security convertible into shares of any class or series of stock; enter into any agreement, including financing agreements, which in the aggregate would result in the Company borrowing more than $250,000, unless approved by the Board of Directors, including a majority of the directors designated by the holders of Preferred Stock; or purchase, redeem, or pay dividends on any other series of stock. In addition, the Company may not amend, alter, or repeal any provision of the restated certificate of incorporation or by-laws or amend, alter, or change the rights, privileges, and preferences of each of the Series A Preferred, Series B Preferred, or Series C Preferred, in a manner adverse to such series, without the consent of two-thirds of the holders of such series.

Common Stock

The Company has reserved the following shares of common stock:

	December 31,		September 30,
	2007		2008
			(Unaudited)
Conversion of Series A		51,774,995		51,774,995
Conversion of Series B		53,850,000		53,850,000
Conversion of Series C		14,922,207		14,922,207
Authorized stock options		16,490,771		16,886,067
Warrants to purchase common stock, including warrants related to convertible preferred stock		729,419		710,000
		137,767,392		138,143,269

On May 5, 2008, related to the withdrawal of its Registration Statement on Form S-1, the Company effected a 1-for-10 forward stock split. The Company’s intent was to unwind a 10-for-1 reverse stock split effected on October 19, 2007. All common share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the forward stock split. As a result of withdrawing its Registration Statement on Form S-1, the Company wrote-off $1.7 million of deferred costs that were no longer realizable.

F-68

Archemix Corp.

Notes to Financial Statements — (Continued)

Warrants

In connection with the issuance of notes payable in 2001, the Company issued warrants to purchase 32,365 shares of common stock at an exercise price of $0.10 per share exercisable through February 2008. At December 31, 2007, 19,419 warrants remain outstanding. These warrants expired unexercised in 2008.

In connection with the execution of a loan and security agreement with Comerica in October 2001, the Company issued warrants to purchase 80,000 shares of Series A Preferred at an exercise price of $1.00 per share exercisable through October 2008. In connection with an amendment to the loan and security agreement with Comerica in December 2002, the Company issued additional warrants to purchase 30,000 shares of Series A Preferred at an exercise price of $1.00 per share exercisable through December 2009 (Note 6).

Stock-Based Compensation

Under SFAS No. 123(R), stock-based compensation is measured at the grant date based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite service period. The Company adopted the provisions of SFAS No. 123(R) on January 1, 2006, using the modified prospective method. Under the modified prospective method, prior periods have not been restated. The provisions of SFAS No. 123(R) apply to new awards, unvested awards that are outstanding on the effective date, and awards subsequently modified or cancelled. Estimated compensation expense for unvested awards outstanding at the date of adoption will be recognized over the remaining service period on a straight-line basis based on the fair value previously calculated for pro forma disclosure purposes under SFAS No. 123.

For stock options granted to nonemployees, the Company recognizes compensation expense in accordance with the requirements of EITF No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. EITF 96-18 requires that companies recognize compensation expense based on the estimated fair value of options granted to nonemployees over their vesting period, which is generally the period during which services are rendered by such nonemployees. The fair value of unvested nonemployee stock awards is remeasured at each reporting period.

2001 Employee, Director and Consultant Stock Plan

The Company sponsors the Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended (the Plan), a stock award and incentive plan that permits the issuance of incentive stock options, nonqualified stock options, restricted stock, and stock grants to employees, directors, and consultants of the Company. In May 2008, the Company’s Board of Directors approved an amendment to the 2001 Employee, Director, and Consultant Stock Plan to increase the number of shares of common stock authorized for issuance under the Plan from 23,000,000 to 27,000,000.

Under the plan, stock options may be granted to any key employee, consultant, officer, or director of the Company.

Options generally vest 25% one year after the grant date, and the remaining options vest ratably on a quarterly basis over the following three years, such that all shares are vested after four years. Pursuant to stock option agreements issued under the Plan, stock options granted to executive-level employees and Board members may be exercised early for shares of restricted stock with the same vesting schedule as the options. All shares of common stock issued upon exercise of these options contain certain provisions that allow the Company to repurchase unvested shares at their original purchase price, such as upon termination of employment. The repurchase provisions for unvested shares issued upon the exercise of options granted as part of an executive’s initial employment generally lapse as follows: 25% at the end of the first year of service with the remaining 75% lapsing ratably on a quarterly basis over the following three-year period. Nonqualified

F-69

Archemix Corp.

Notes to Financial Statements — (Continued)

stock options granted to consultants and other nonemployees generally vest over the period of service to the Company.

During 2006, an employee exercised stock options early and purchased 1,200,000 shares of restricted common stock for $120,000. The shares vest over a four-year period, and as of December 31, 2007, 525,000 of the shares had vested. In connection with this transaction, the Company has recorded $67,000 and $119,000 of the proceeds in accrued expenses as of December 31, 2007 and 2006, respectively. The accrued amount is reclassified to additional paid-in-capital as the shares vest. For accounting purposes, this award is treated as a stock option, and stock-based compensation expense is recorded in accordance with SFAS No. 123(R).

Grant Date Fair Value

The fair value of the options granted to employees has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	December 31,									September 30,
	2007			2006			2005			2008			2007
										(Unaudited)
Weighted-average risk-free interest rate		4.64	%		4.64	%		3.88	%		3.12	%		4.64	%
Expected option life (in years)		5			5			5			5			5
Volatility		76	%		76	%		80	%		73	%		76	%
Dividend yield		0	%		0	%		0	%		0	%		0	%

Using the Black-Scholes option pricing model, the weighted-average grant date fair values of options granted to employees during the years ended December 31, 2007, 2006 and 2005 were $0.61, $0.15, and $0.07, respectively, and for the nine month period ended September 30, 2008 and 2007, it was $0.19 and $0.61, respectively.

The valuation assumptions were determined as follows:

•  Risk-free interest rate:  The yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected term of the awards.

•  Expected term:  The expected term of the awards represents the period of time that the awards are expected to be outstanding. The expected term is based on historical data and expectations for the future to estimate employee exercise and post-vesting termination behavior. Management believes that all groups of employees exhibit similar exercise and post-vesting termination behavior, and therefore, does not stratify employees into multiple groups.

•  Expected stock price volatility:  Expected volatility is determined by using the average historical volatility of comparable public companies with an expected term consistent with the Company’s expected term.

•  Expected annual dividend yield:  The estimate for annual dividends is zero, because the Company has not historically paid a dividend on common stock and does not intend to do so in the foreseeable future.

Determination of Fair Value of the Company’s Common Stock

Through 2006, all options for the Company’s common stock had been granted at an exercise price of $0.10 per share. All options granted during the three months ended March 31, 2007 had an exercise price of $0.22 per share, and all options granted after March 2007 through December 31, 2007 had an exercise price of $0.64 per share. All options granted through the nine months ended September 30, 2008, had an exercise price of $0.31 per share. As of December 31, 2005, 2006, and 2007, June 30, 2007 and February 6, 2008 the

F-70

Archemix Corp.

Notes to Financial Statements — (Continued)

Company performed contemporaneous estimations of the fair value of the Company’s common stock based on a market approach valuation methodology applying a probability-weighted expected return allocation method. Under this method, the value of the Company’s common stock is estimated based upon an analysis of future values for the enterprise assuming various future outcomes. This valuation approach is consistent with the AICPA practice aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation.

In addition to the foregoing, because the Company is not profitable and has not had significant revenue, the Company believes that key factors in determining changes in the fair value of its common stock is the stage of, and changes in, the Company’s clinical pipeline along with the ability to form strategic alliances with top-tier pharmaceutical and biotechnology companies. In the biotechnology and pharmaceutical industries, the progression of a drug candidate from preclinical development into clinical trials, and the progression from one phase of clinical trials to the next can increase the enterprise’s fair value, as well as execute significant collaboration and research arrangements. In addition to these factors, the Company, along with its Board of Directors, determined the fair market value of the Company’s common stock based on other objective and subjective factors, including:

•  the Company’s knowledge and experience in the valuation of early-stage life sciences companies;

•  comparative values of public companies, discounted for the risk and limited liquidity provided for in the shares subject to the options we have issued;

•  pricing of private sales of the Company’s preferred stock;

•  any perspective provided by any investment banks, including the likelihood of an initial public offering and the potential value of the Company in an initial public offering;

•  comparative rights and preferences of the security being granted compared to the rights and preferences of the Company’s other outstanding equity securities;

•  the effect of Company-specific events that have occurred between the times of the determination of the fair value of the Company’s common stock, such as the progress or lack thereof of the Company’s aptamer product candidates; and

•  economic trends in the biotechnology and pharmaceutical industries specifically, and general economic trends.

Stock-Based Compensation Expense

The Company uses the straight-line attribution method to recognize stock-based compensation expense. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. SFAS No. 123(R) requires the application of an estimated forfeiture rate to current period expense to recognize compensation expense only for those awards expected to vest. The estimate is made at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated its forfeiture rate based upon historical data, adjusted for known unusual trends, as applicable. As of December 31, 2007 and September 30, 2008, the forfeiture rate was estimated to be 8.0%. The Company will periodically reevaluate its forfeiture rate for actual results. Ultimately, the actual expense recognized over the vesting period will only be for those options that vest.

In May 2008, the Company’s Board of Directors authorized an amendment to 2,179,400 stock options granted during 2007 with an exercise price of $0.64 to reduce the exercise price of the stock options to $0.31, which was the fair value of the Company’s common stock on the date of the modification to the terms of the stock options. The Company accounted for the change in exercise price as a modification of an award under SFAS No. 123(R). As required by SFAS No. 123(R), the Company calculated the fair value of the awards

F-71

Archemix Corp.

Notes to Financial Statements — (Continued)

immediately prior to the modification and immediately after the modification to determine the incremental fair value of the modification. This incremental fair value of approximately $100,000 along with the remaining original fair value of each award will be recognized ratably as compensation expense over the remaining requisite service period.

Total stock-based compensation expense related to stock options issued to employees is as follows:

	Year Ended December 31,				Nine Months Ended September 30,
	2007		2006		2008		2007
					(Unaudited)
Research and development	$	205	$	78	$	218	$	134
General and administrative		356		149		413		250
Total stock-based compensation	$	561	$	227	$	631	$	384

The following table illustrates the effect on net loss had the Company applied the fair value recognition provisions of SFAS No. 123 for the year ended December 31, 2005. For purposes of this pro forma disclosure, the value of the options is estimated using the Black-Scholes option pricing model and amortized to expense over the options’ vesting periods on a straight-line basis.

	2005
Net loss, as reported	$	(19,967	)
Less total stock-based compensation expense determined under fair value method for all employee awards		(253	)
Pro forma net loss	$	(20,220	)

As of December 31, 2007 and September 30, 2008, the total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options was approximately $2.1 million and $1.7 million, respectively, and the related weighted-average period over which the unrecognized compensation expense is expected to be recognized is approximately 2.1 years and 1.8 years, respectively.

F-72

Archemix Corp.

Notes to Financial Statements — (Continued)

Stock-Based Compensation Activity

Option activity under the Plan for the year ended December 31, 2007 and for the nine months ended September 30, 2008 is summarized below:

						Weighted-
						Average
				Weighted-		Remaining
				Average		Contractual		Aggregate
				Exercise		Term		Intrinsic
	Options			Price		(in Years)		Value
Outstanding at December 31, 2006		13,909,769		$	0.10
Granted		3,424,400		$	0.50
Exercised		(1,469,082	)	$	0.10
Canceled		(186,597	)	$	0.30
Outstanding at December 31, 2007		15,678,490		$	0.18		6.62	$	5,123
Granted (unaudited)		2,295,350		$	0.31
Exercised (unaudited)		(3,604,704	)	$	0.10
Canceled (unaudited)		(512,041	)	$	0.20
Outstanding at September 30, 2008 (unaudited)		13,857,095		$	0.17		6.79	$	1,883
Available for grant at December 31, 2007		812,281
Available for grant at September 30, 2008 (unaudited)		3,028,888
Options expected to vest at December 31, 2007(1)		4,836,511		$	0.35		8.92	$	978
Options expected to vest at September 30, 2008 (unaudited)(1)		4,768,943		$	0.26		8.92	$	227
Options exercisable at December 31, 2007		10,421,413		$	0.10		5.46	$	4,060
Options exercisable at September 30, 2008 (unaudited)		8,673,461		$	0.12		5.52	$	1,636

(1) Options expected to vest is calculated by applying an estimated forfeiture rate to unvested options.

For the years ended December 31, 2007 and 2006 and the nine months ended September 30, 2008, the total intrinsic value of options exercised (i.e., the difference between the fair value of the common stock at exercise and the price paid by the employee to exercise the options) was $1.2 million, zero and $967,000, respectively. The total grant-date fair value of stock options that vested during the year ended December 31, 2007 and 2006 and the nine months ended September 30, 2008 and 2007 was approximately $255,000, $229,000, $812,000, and $221,000 respectively.

During 2008, 2007, 2006, 2004, 2002, 2001, and 2000, the Company granted stock options to members of its Scientific Advisory Board and other nonemployees; no such options were granted in 2005 or 2003. The Company has applied the accounting provisions of EITF 96-18 to these grants. As a result, variable plan accounting has been applied to these grants, and the Company estimated the fair value of the options using the Black-Scholes option pricing model. The Company recorded $44,000, $12,000, $14,000, $2,000 and $58,000 of noncash stock-based compensation expense for the years ended December 31, 2007, 2006, and 2005 and the nine months ended September 30, 2008 and 2007, respectively, related to these nonemployee awards.

F-73

Archemix Corp.

Notes to Financial Statements — (Continued)

The following table summaries activity under the Plan from January 1, 2007, through September 30, 2008:

Grant Date	Options Granted		Exercise Price		Fair Value		Intrinsic Value
March 2007		1,169,000	$	0.22	$	0.53		0.31
July 2007(1)		1,948,500	$	0.64	$	0.93		0.29
September 2007(1)		306,900	$	0.64	$	1.30		0.66
May 2008		1,465,050	$	0.31	$	0.31		—
July 2008		830,300	$	0.31	$	0.31		—
Total		5,719,750

(1) In May 2008, the Company amended stock options granted in July 2007 and September 2007 with an exercise price of $0.64 to reduce the exercise price of the stock options to $0.31.

9.   Accrued Expenses

Accrued expenses as of December 31, 2007 and 2006 consisted of the following:

	Year Ended December 31,
	2007		2006
Accrued compensation and benefits	$	1,477	$	1,384
Accrued professional services		420		405
Deferred rent		418		33
ARC1779 development costs		1,597		20
Other		677		608
Total current accrued expenses	$	4,589	$	2,450

10.   Commitments and Contingencies

On April 14, 2005, the Company entered into an operating lease (Third Street Lease) for 34,014 rentable square feet of potential office and laboratory space located in Cambridge, Massachusetts, which expires on April 14, 2015. At the end of the lease term, the Company will have two five-year extension options to extend the original lease term. The Company began paying rent on this space on December 14, 2005. The Company accepted possession and had the right to use the leased premises beginning on April 14, 2005, and thus, the effective lease term began on that date. As such, the Company is recording rent expense on a straight-line basis over the effective lease term. In connection with the Third Street Lease, the Company received approximately $5.2 million from the landlord to build out the shell space. In addition to the minimum lease commitment, the lease agreement requires the Company to pay its pro rata share of property taxes and building operating expenses.

In July 2006, the Company amended the Third Street Lease (the First Amendment). The First Amendment provides for 33,437 square feet of additional shell space. The Company began to pay rent on this space on March 10, 2007. The Company accepted possession and had the right to use the leased premises beginning on July 9, 2006, and thus, the effective lease term began on that date, and the Company is recording rent expense on a straight-line basis over the effective term. In connection with the First Amendment, the Company received approximately $4.5 million from the landlord to build out office and laboratory space. The Company is obligated to, and provided a standby letter of credit of $8.2 million as security for, the First

F-74

Archemix Corp.

Notes to Financial Statements — (Continued)

Amendment as of December 31, 2007. The line of credit that secures the letter of credit was amended in December 2006 (Note 6).

In October 2006, the Company entered into an agreement to sublease 22,364 square feet of space acquired under the First Amendment and began to receive sublease income in March 2007. The sublease expires on April 30, 2011, with the option to extend for an additional four years if mutually agreed upon by both the Company and the lessee. The Company is providing the lessee with $2.9 million of the funding provided under the First Amendment to build out office and laboratory space within the shell space. On October 31, 2007, the Company consented to an assignment of this sublease from Momenta Pharmaceuticals, Inc. to Alnylam Pharmaceuticals, Inc., or Alnylam. A member of the Company’s Board of Directors is the President and Chief Executive Officer and a member of the Board of Directors of Alnylam. The sublease will remain in effect until September 30, 2011, subject to termination or extension as set forth therein. In addition to a security deposit, Alnylam will also pay the Company rent of approximately $1.1 million per year, payable monthly, which is approximately the same rent that the Company would have received prior to the assignment. The Company deferred all sublease income until Alnylam finalized the build out and occupied the subleased space in May 2008. The deferred sublease income is being recognized on a straight-line basis over the remaining term of the sublease as a reduction to rent expense.

Rent expense for the years ended December 31, 2007, 2006 and 2005 was $3.0 million, $2.6 million and $2.4 million, respectively.

Minimum lease payments and sublease income through the expiration of the outstanding operating leases at December 31, 2007 are as follows:

	Third Street		Sublease			Total
	Operating		Income for			Operating
	Lease		Third Street			Leases
Fiscal year ending December 31:
2008	$	2,900	$	(1,073	)	$	1,827
2009		3,035		(1,073	)		1,962
2010		3,035		(1,073	)		1,962
2011		3,035		(805	)		2,230
2012		3,103		—			3,103
Thereafter		9,307		—			9,307
	$	24,415	$	(4,024	)	$	20,391

11.   Defined Contribution Benefit Plan

The Company sponsors a 401(k) retirement plan in which substantially all of its full-time employees are eligible to participate. Participants may contribute a percentage of their annual compensation to this plan, subject to statutory limitations. The Company did not provide any contributions to this plan during the years ended December 31, 2007, 2006 and 2005.

12.   Subsequent Events (unaudited)

Merger Agreement

On November 18, 2008, the Company entered into a merger agreement pursuant to which it agreed to merge with a wholly-owned subsidiary of NitroMed, Inc., a publicly traded biotechnology company in Lexington, Massachusetts (“NitroMed”), in a reverse merger. Pursuant to the terms of the merger, Archemix will continue as the surviving company and a wholly-owned subsidiary of NitroMed. Under the terms of the merger agreement, the Company’s stockholders are expected to control the combined company, and as such,

F-75

Archemix Corp.

Notes to Financial Statements — (Continued)

the Company is considered to be the acquirer for accounting purposes. At the effective time of the merger, all outstanding shares of Archemix’s capital stock will be converted into and exchanged for shares of NitroMed common stock and all outstanding options, whether vested or unvested, and all outstanding warrants to purchase Archemix’s capital stock will be assumed by NitroMed and become options and warrants to purchase NitroMed’s common stock. Immediately following the effective time of the merger, Archemix’s stockholders will own approximately 70%, and NitroMed’s current stockholders will own approximately 30%, of NitroMed’s common stock, after giving effect to shares issuable pursuant to Archemix’s outstanding options and warrants and after giving effect to NitroMed’s outstanding options. These percentages assume that NitroMed’s net cash balance at closing will be $45 million and that Archemix’s cash and cash equivalent balance will be at least $30 million. The exact percentages will be based on NitroMed’s net cash balance and Archemix’s cash and cash equivalents at closing and will not be calculated until that time. After completion of the merger, NitroMed expects to be renamed “Archemix Corp.” and will be headquartered at Archemix’s offices in Cambridge, Massachusetts. The merger is subject to approval by Archemix’s and NitroMed’s stockholders and consummation of the previously announced sale of NitroMed’s BiDil assets and other customary closing conditions.

F-76

ANNEX A

AGREEMENT AND PLAN OF MERGER
by and among
NITROMED, INC.,
a Delaware corporation;
NEWPORT ACQUISITION CORP.,
a Delaware corporation; and
ARCHEMIX CORP.,
a Delaware corporation
Dated as of November 18, 2008

A-1

Table of Contents

1.	DESCRIPTION OF TRANSACTION	A-6
	1.1  The Merger	A-6
	1.2  Effects of the Merger	A-6
	1.3  Closing; Effective Time	A-7
	1.4  Certificate of Incorporation and Bylaws	A-7
	1.5  Recapitalization of NitroMed Common Stock	A-7
	1.6  Conversion of Archemix Shares	A-8
	1.7  Calculation of Net Cash	A-9
	1.8  Closing of Archemix’s Transfer Books	A-9
	1.9  Surrender of Certificates	A-10
	1.10 Appraisal Rights	A-11
	1.11 Further Action	A-11
	1.12 Tax Consequences	A-11
	1.13 Withholding	A-11
2.	REPRESENTATIONS AND WARRANTIES OF ARCHEMIX	A-12
	2.1  Due Organization; No Subsidiaries; Etc	A-12
	2.2  Certificate of Incorporation and Bylaws; Records	A-12
	2.3  Capitalization, Etc	A-13
	2.4  Financial Statements	A-13
	2.5  Absence of Changes	A-14
	2.6  Title to Assets	A-15
	2.7  Bank Accounts	A-15
	2.8  Equipment; Leasehold	A-15
	2.9  Intellectual Property	A-15
	2.10 Contracts	A-18
	2.11 Liabilities; Fees, Costs and Expenses	A-19
	2.12 Compliance with Legal Requirements	A-20
	2.13 Governmental Authorizations	A-20
	2.14 Tax Matters	A-20
	2.15 Employee and Labor Matters; Benefit Plans	A-22
	2.16 Environmental Matters	A-25
	2.17 Insurance	A-25
	2.18 Legal Proceedings; Orders	A-25
	2.19 Authority; Binding Nature of Agreement	A-26
	2.20 Non-Contravention; Consents	A-26
	2.21 Vote Required	A-26
	2.22 Regulatory Compliance	A-27
	2.23 Archemix Action	A-27
	2.24 Anti-Takeover Law	A-27
	2.25 No Financial Advisor	A-28
	2.26 Certain Payments	A-28
	2.27 Disclosure	A-28

A-2

3.	REPRESENTATIONS AND WARRANTIES OF NITROMED AND MERGER SUB	A-28
	3.1  Due Organization; Subsidiaries; Etc	A-28
	3.2  Certificate of Incorporation and Bylaws; Records	A-29
	3.3  Capitalization, Etc	A-29
	3.4  SEC Filings; Financial Statements	A-30
	3.5  Absence of Changes	A-31
	3.6  Liabilities; Fees, Costs and Expenses	A-32
	3.7  Compliance with Legal Requirements	A-33
	3.8  Governmental Authorizations	A-33
	3.9  Equipment; Leasehold	A-33
	3.10 Intellectual Property	A-33
	3.11 Contracts	A-36
	3.12 Tax Matters	A-37
	3.13 Employee and Labor Matters; Benefit Plans	A-39
	3.14 Environmental Matters	A-42
	3.15 Insurance	A-43
	3.16 Title to Assets; Bank Accounts; Receivables	A-43
	3.17 Legal Proceedings; Orders	A-43
	3.18 Non-Contravention; Consents	A-44
	3.19 Vote Required	A-44
	3.20 Regulatory Compliance	A-44
	3.21 NitroMed Action	A-45
	3.22 No Financial Advisor	A-46
	3.23 Certain Payments	A-46
	3.24 Authority; Binding Nature of Agreement	A-46
	3.25 Anti-Takeover Law	A-46
	3.26 Valid Issuance	A-46
	3.27 Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes-Oxley Act	A-47
	3.28 Disclosure	A-47
4.	CERTAIN COVENANTS OF THE PARTIES	A-47
	4.1  Access and Investigation	A-47
	4.2  Operation of NitroMed’s Business	A-48
	4.3  Operation of Archemix’s Business	A-48
	4.4  Disclosure Schedule Updates	A-49
	4.5  No Solicitation	A-49
	4.6  Employee Benefit Plans	A-50
5.	ADDITIONAL AGREEMENTS OF THE PARTIES	A-50
	5.1  Registration Statement; Joint Proxy Statement/Prospectus	A-50
	5.2  Archemix Stockholders’ Meeting	A-51
	5.3  NitroMed Stockholders’ Meeting	A-52
	5.4  Regulatory Approvals	A-53
	5.5  Archemix Stock Options; Archemix Warrants	A-53
	5.6  NitroMed Options	A-55
	5.7  Indemnification of Officers and Directors	A-55
	5.8  Additional Agreements	A-56

A-3

	5.9  Disclosure	A-57
	5.10 Listing	A-57
	5.11 Directors and Officers	A-57
	5.12 Tax Matters	A-57
	5.13 Equity Retention Plan	A-58
	5.14 Archemix Affiliates	A-58
	5.15 Resale Registration Statement	A-58
	5.16 Section 16(b)	A-59
	5.17 Current Report on Form 8-K	A-59
6.	CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY	A-59
	6.1  Effectiveness of Registration Statement	A-59
	6.2  No Restraints	A-59
	6.3  Stockholder Approval	A-59
	6.4  Governmental Authorization	A-59
	6.5  Listing	A-59
	6.6  Regulatory Matters	A-59
7.	ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS OF NITROMED AND MERGER SUB	A-60
	7.1  Accuracy of Representations	A-60
	7.2  Performance of Covenants	A-60
	7.3  Consents	A-60
	7.4  Agreements and Other Documents	A-60
8.	ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS OF ARCHEMIX	A-60
	8.1  Accuracy of Representations	A-60
	8.2  Performance of Covenants	A-61
	8.3  Consents	A-61
	8.4  Documents	A-61
	8.5  Certificate of Amendment	A-61
	8.6  Net Cash at Closing	A-61
	8.7  BiDil Divestiture	A-61
9.	TERMINATION	A-61
	9.1  Termination	A-61
	9.2  Effect of Termination	A-63
	9.3  Expenses; Termination Fees	A-63
10.	MISCELLANEOUS PROVISIONS	A-64
	10.1 Non-Survival of Representations and Warranties	A-64
	10.2 Amendment	A-64
	10.3 Waiver	A-65
	10.4 Entire Agreement; Counterparts; Exchanges by Facsimile	A-65
	10.5 Applicable Law; Jurisdiction	A-65
	10.6 Attorneys’ Fees	A-65

A-4

10.7 Assignability; No Third Party Beneficiaries	A-65
10.8 Notices	A-66
10.9 Cooperation	A-66
10.10 Severability	A-66
10.11 Other Remedies; Specific Performance	A-67
10.12 Construction	A-67

Exhibits
Exhibit A	Capitalized Terms
Exhibit B	Form of Archemix Stockholder Voting Agreement
Exhibit C	Form of NitroMed Stockholder Voting Agreement

A-5

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 18, 2008, by and among NITROMED, INC., a Delaware corporation (“NITROMED”); NEWPORT ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of NitroMed (“Merger Sub”); and ARCHEMIX CORP., a Delaware corporation (“Archemix”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

RECITALS

A. NitroMed and Archemix intend to enter into a business combination transaction pursuant to which Merger Sub will merge with and into Archemix (the “Merger”) in accordance with and subject to the terms of this Agreement and the DGCL.

B. NitroMed and Archemix intend that the Merger qualify as a tax-free reorganization within the meaning of Section 368 of the Code.

C. The board of directors of NitroMed (i) has determined that the Merger is fair to, and in the best interests of, NitroMed and its stockholders, (ii) has approved this Agreement, the BiDil Divestiture and the transactions contemplated thereby, the Merger, the issuance of shares of NitroMed Common Stock to the stockholders of Archemix pursuant to the terms of this Agreement, and the other actions contemplated by this Agreement and (iii) has determined to recommend that the stockholders of NitroMed vote to approve the BiDil Divestiture and the transactions contemplated thereby and the issuance of shares of NitroMed Common Stock to the stockholders of Archemix pursuant to the terms of this Agreement and such other actions as contemplated by this Agreement.

D. The board of directors of Archemix (i) has determined that the Merger is advisable and fair to, and in the best interests of, Archemix and its stockholders, (ii) has approved this Agreement, the Merger and the other Contemplated Transactions and has deemed this Agreement advisable and (iii) has approved and determined to recommend the adoption of this Agreement to the stockholders of Archemix.

E. In order to induce NitroMed to enter into this Agreement and to cause the Merger to be consummated, NitroMed and the stockholders of Archemix listed on Schedule 1 hereto are executing voting agreements and irrevocable proxies in favor of NitroMed concurrently with the execution and delivery of this Agreement in the form substantially attached hereto as Exhibit B (the “Archemix Stockholder Voting Agreements”).

F. In order to induce Archemix to enter into this Agreement and to cause the Merger to be consummated, Archemix and the stockholders of NitroMed listed on Schedule 2 hereto are executing voting agreements and irrevocable proxies in favor of Archemix concurrently with the execution and delivery of this Agreement in the form substantially attached hereto as Exhibit C (the “NitroMed Stockholder Voting Agreements”).

AGREEMENT

The Parties to this Agreement, intending to be legally bound, agree as follows:

1.  DESCRIPTION OF TRANSACTION

1.1  The Merger.  Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into Archemix, the separate existence of Merger Sub shall cease, and Archemix shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

1.2  Effects of the Merger.  The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Archemix and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Archemix and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

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1.3  Closing; Effective Time.  Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Sections 6, 7 and 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111, as promptly as practicable (but in no event later than the fifth Business Day) following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6, 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions) or at such other time, date and place as Archemix and NitroMed may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” At the Closing, the Parties hereto shall cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a Certificate of Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to NitroMed and Archemix. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by NitroMed and Archemix and specified in such Certificate of Merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

1.4  Certificate of Incorporation and Bylaws.  At the Effective Time:

(a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such Certificate of Incorporation;

(b) the Certificate of Incorporation of NitroMed shall be the Certificate of Incorporation of NitroMed immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such Certificate of Incorporation; provided, however, that at the Effective Time, NitroMed shall file an amendment to its certificate of incorporation to change the name of NitroMed to “Archemix Corp.”; and

(c) NitroMed shall cause the Bylaws of the Surviving Corporation to be amended to read in their entirety in a manner to be agreed upon by NitroMed and Archemix and such bylaws, as so amended, shall be the Bylaws of the Surviving Corporation, until thereafter amended as provided by the DGCL and such Bylaws.

1.5  Recapitalization of NitroMed Common Stock.

(a) Immediately prior to the Effective Time, and subject to receipt of the requisite stockholder approval at the NitroMed Stockholders Meeting, NitroMed shall cause to be filed a Certificate of Amendment to its Certificate of Incorporation (the “NitroMed Certificate of Amendment”), whereby without any further action on the part of NitroMed, Archemix or any stockholder of NitroMed:

(i) each share of NitroMed Common Stock issued and outstanding immediately prior to the filing of the NitroMed Certificate of Amendment shall be converted into and become a fractional number of fully paid and nonassessable shares of NitroMed Common Stock to be determined by NitroMed and Archemix (the “Reverse Stock Split”); and

(ii) any shares of NitroMed Common Stock held as treasury stock or held or owned by NitroMed immediately prior to the filing of the NitroMed Certificate of Amendment shall each be converted into and become an identical fractional number of shares of NitroMed Common Stock as determined by NitroMed and Archemix in connection with Section 1.5(a)(i) above.

(b) No fractional shares of NitroMed Common Stock shall be issued in connection with the Reverse Stock Split, and no certificates or scrip for any such fractional shares shall be issued. Any holder of NitroMed Common Stock who would otherwise be entitled to receive a fraction of a share of NitroMed Common Stock (after aggregating all fractional shares of NitroMed Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s certificate representing such fractional shares of NitroMed Common Stock, be paid in cash the dollar amount (provided to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of NitroMed Common Stock

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on the NASDAQ Global Market on the date immediately preceding the effective date of the Reverse Stock Split.

(c) The exchange ratios set forth in Schedule I hereto shall be appropriately adjusted at the Effective Time to account for the effect of the Reverse Stock Split without enlarging or diluting the relative rights and ownership of the stockholders of Archemix and NitroMed resulting from such exchange ratios.

1.6  Conversion of Archemix Shares.

(a) At the Effective Time, by virtue of the Merger and without any further action on the part of NitroMed, Archemix or any stockholder of Archemix:

(i) any shares of Archemix Common Stock held as treasury stock or held or owned by Archemix immediately prior to the Effective Time shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(ii) subject to Section 1.6(c), each share of Archemix Common Stock and each share of Archemix Series C Preferred Stock outstanding immediately prior to the Effective Time (excluding shares to be canceled pursuant to Section 1.6(a)(i) and excluding Dissenting Shares) shall be converted solely into the right to receive a number of shares of NitroMed Common Stock equal to the Applicable Archemix Common Stock Exchange Ratio; and

(iii) subject to Section 1.6(c), each share of Archemix Series A Preferred Stock and Archemix Series B Preferred Stock outstanding immediately prior to the Effective Time (excluding shares to be canceled pursuant to Section 1.6(a)(i) and excluding Dissenting Shares) shall be converted solely into the right to receive a number of shares of NitroMed Common Stock equal to the Applicable Archemix Preferred Stock Exchange Ratio.

(b) If any shares of Archemix Common Stock or Archemix Preferred Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option or the risk of forfeiture or under any applicable restricted stock purchase agreement or other agreement with Archemix, then the shares of NitroMed Common Stock issued in exchange for such shares of Archemix Common Stock or Archemix Preferred Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and the certificates representing such shares of NitroMed Common Stock shall accordingly be marked with appropriate legends. Archemix shall take all action that may be necessary to ensure that, from and after the Effective Time, the Surviving Corporation is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.

(c) No fractional shares of NitroMed Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Archemix Common Stock or Archemix Preferred Stock who would otherwise be entitled to receive a fraction of a share of NitroMed Common Stock (after aggregating all fractional shares of NitroMed Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s Archemix Stock Certificate(s) (as defined in Section 1.8), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of NitroMed Common Stock on the NASDAQ Global Market on the date the Merger becomes effective.

(d) All Archemix Options outstanding immediately prior to the Effective Time under the Archemix Stock Option Plan and all Archemix Warrants outstanding immediately prior to the Effective Time shall be assumed by NitroMed and shall become, following the Effective Time, options to purchase NitroMed Common Stock or warrants to purchase NitroMed Common Stock, as applicable, in accordance with Section 5.5.

(e) Each share of Common Stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $0.01 par value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of Common Stock of the Surviving Corporation.

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1.7  Calculation of Net Cash.

(a) NitroMed and Archemix shall agree upon an anticipated date for Closing (the “First Anticipated Closing Date”) at least ten Business Days prior to the NitroMed Stockholders’ Meeting. At least five Business Days prior to the First Anticipated Closing Date, but not more than ten Business Days prior to such date, NitroMed shall deliver to Archemix a schedule (a “Net Cash Schedule”) in substantially the form of Schedule II attached hereto, setting forth, in reasonable detail, NitroMed’s estimate of Net Cash (the “Net Cash Estimation”) as of the First Anticipated Closing Date. NitroMed shall make the work papers and back-up materials used in preparing the applicable Net Cash Schedule available to Archemix and its accountants, counsel and other advisors at reasonable times and upon reasonable notice.

(b) Within ten Business Days after NitroMed delivers the applicable Net Cash Schedule (a “Lapse Date”), Archemix shall have the right to dispute any part of such Net Cash Schedule by delivering a written notice to that effect to NitroMed (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail the nature of any proposed revisions to the applicable Net Cash Estimation.

(c) If on or prior to any Lapse Date, (i) Archemix notifies NitroMed that it has no objections to the applicable Net Cash Estimation or (ii) Archemix fails to deliver a Dispute Notice as provided above, then the Net Cash Estimation as set forth in the Net Cash Schedule shall be deemed, on the date of such notification (in the case of (i) above) or on the applicable Lapse Date (in the case of (ii) above) (the applicable date being referred to herein as the “Non-Dispute Net Cash Determination Date”), to have been finally determined for purposes of this Agreement and to represent the Net Cash at Closing for purposes of Sections 1.6(a) and 8.6 and the calculation on Schedule I hereto, so long as Closing occurs within five Business Days after the applicable Non-Dispute Net Cash Determination Date.

(d) If Archemix delivers a Dispute Notice on or prior to the applicable Lapse Date, then Representatives of NitroMed and Archemix shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash as of a particular date to be agreed to by NitroMed and Archemix, which Net Cash amount shall be deemed, on the date of agreement between NitroMed and Archemix as to such amount (a “Dispute Net Cash Determination Date”), as the final determination for purposes of this Agreement of Net Cash at Closing for purposes of Sections 1.6(a) and 8.6 and the calculation on Schedule I hereto, so long as Closing occurs within five Business Days after the applicable Dispute Net Cash Determination Date.

(e) If Representatives of NitroMed and Archemix pursuant to clause (d) above are unable to negotiate an agreed-upon determination of Net Cash as of a particular date to be agreed to by NitroMed and Archemix, or if Closing does not occur within five Business Days after an applicable Non-Dispute Net Cash Determination Date or an applicable Dispute Net Cash Determination Date, then NitroMed and Archemix shall agree upon an additional anticipated date for Closing (a “Subsequent Anticipated Closing Date”) and thereafter follow the procedures set forth in Sections 1.7(a) through 1.7(d) above as many times as necessary (and replacing the First Anticipated Closing Date with the Subsequent Anticipated Closing Date in each instance) until Net Cash at Closing for purposes of Sections 1.6(a) and 8.6 and Schedule I hereto is or is deemed to have been finally determined for purposes of this Agreement pursuant to this Section 1.7.

1.8  Closing of Archemix’s Transfer Books.  At the Effective Time: (a) all shares of Archemix Common Stock and Archemix Preferred Stock outstanding immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and all holders of certificates representing shares of Archemix Common Stock or Archemix Preferred Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of Archemix except as otherwise provided herein; and (b) the stock transfer books of Archemix shall be closed with respect to all shares of Archemix Common Stock and Archemix Preferred Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Archemix Common Stock or Archemix Preferred Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Archemix Common Stock or Archemix Preferred Stock outstanding immediately prior to the Effective Time (an “Archemix Stock Certificate”) is presented to the Exchange Agent (as defined in Section 1.9) or to the

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Surviving Corporation, such Archemix Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.9.

1.9  Surrender of Certificates.

(a) On or prior to the Closing Date, NitroMed and Archemix shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, NitroMed shall deposit with the Exchange Agent: (i) certificates representing the shares of NitroMed Common Stock issuable pursuant to Section 1.6; and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.6(c). The shares of NitroMed Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.”

(b) Promptly after the Effective Time, but in no event more than 5 Business Days after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Archemix Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as NitroMed may reasonably specify (including a provision confirming that delivery of Archemix Stock Certificates shall be effected, and risk of loss and title to Archemix Stock Certificates shall pass, only upon delivery of such Archemix Stock Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of Archemix Stock Certificates in exchange for certificates representing NitroMed Common Stock. Upon surrender of an Archemix Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or NitroMed: (A) the holder of such Archemix Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of NitroMed Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.6 (and cash in lieu of any fractional share of NitroMed Common Stock); and (B) the Archemix Stock Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Archemix Common Stock or Archemix Preferred Stock which is not registered in the transfer records of Archemix, a certificate representing the proper number of shares of NitroMed Common Stock plus cash in lieu of fractional shares pursuant to Section 1.6(c) may be issued or paid to a person other than the person in whose name the applicable Archemix Stock Certificate so surrendered is registered, if such Archemix Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid, along with an applicable affidavit with respect to such Archemix Stock Certificate and such bond indemnifying NitroMed against any claims suffered by NitroMed related to such Archemix Stock Certificate or any NitroMed Common Stock issued in exchange therefor as NitroMed may reasonably request. Until surrendered as contemplated by this Section 1.9(b), each Archemix Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of NitroMed Common Stock (and cash in lieu of any fractional share of NitroMed Common Stock) as contemplated by Section 1.6. If any Archemix Stock Certificate shall have been lost, stolen or destroyed, NitroMed may, in its discretion and as a condition precedent to the delivery of any shares of NitroMed Common Stock with respect to the shares of Archemix Common Stock previously represented by such Archemix Stock Certificate, require the owner of such lost, stolen or destroyed Archemix Stock Certificate to provide an applicable affidavit with respect to such Archemix Stock Certificate and post a bond indemnifying NitroMed against any claim suffered by NitroMed related to the lost, stolen or destroyed Archemix Stock Certificate or any NitroMed Common Stock issued in exchange therefor as NitroMed may reasonably request.

(c) No dividends or other distributions declared or made with respect to NitroMed Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Archemix Stock Certificate with respect to the shares of NitroMed Common Stock that such holder has the right to receive pursuant to the Merger until such holder surrenders such Archemix Stock Certificate in accordance with this Section 1.9 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest).

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(d) Any portion of the Exchange Fund that remains undistributed to holders of Archemix Stock Certificates as of the date 180 days after the Closing Date shall be delivered or made available to NitroMed upon demand, and any holders of Archemix Stock Certificates who have not theretofore surrendered their Archemix Stock Certificates in accordance with this Section 1.9 shall thereafter look only to NitroMed for satisfaction of their claims for NitroMed Common Stock, cash in lieu of fractional shares of NitroMed Common Stock and any dividends or distributions with respect to shares of NitroMed Common Stock.

(e) Each of the Exchange Agent and NitroMed shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Archemix Stock Certificate such amounts as NitroMed determines in good faith are required to be deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

(f) No party to this Agreement shall be liable to any holder of any Archemix Stock Certificate or to any other Person with respect to any shares of NitroMed Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

1.10  Appraisal Rights.

(a) Notwithstanding any provision of this Agreement to the contrary, shares of Archemix Common Stock and Archemix Preferred Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Archemix Common Stock or Archemix Preferred Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the per share amount of the merger consideration described in Section 1.6 attributable to such Dissenting Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Archemix Common Stock or Archemix Preferred Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such shares of Archemix Common Stock or Archemix Preferred Stock under the DGCL shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the per share amount of the merger consideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section 1.9.

(b) Archemix shall give NitroMed prompt written notice of any demands by dissenting stockholders received by Archemix, withdrawals of such demands and any other instruments served on Archemix and any material correspondence received by Archemix in connection with such demands.

1.11  Further Action.  If, at any time after the Effective Time, any further action is determined by the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Archemix, then the officers and directors of the Surviving Corporation shall be fully authorized, and shall use their commercially reasonable efforts (in the name of Archemix and otherwise) to take such action.

1.12  Tax Consequences.  For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code. The Parties to this Agreement adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

1.13  Withholding.  NitroMed shall be entitled to deduct, withhold and pay over to the applicable governmental entity from the consideration otherwise payable pursuant to this Agreement to any recipient of a payment hereunder such minimum amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by NitroMed, such withheld amounts shall be treated for all purposes of this Agreement as

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having been paid to the applicable recipient in respect of which such deduction and withholding was made by NitroMed, and NitroMed covenants that such withholding shall be paid to the applicable governmental entity when such amount is due.

2.  REPRESENTATIONS AND WARRANTIES OF ARCHEMIX

Archemix represents and warrants to NitroMed as follows, except as set forth in the written disclosure schedule delivered or made available by Archemix to NitroMed (the “Archemix Disclosure Schedule”). The Archemix Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Section 2. The disclosure in any section or subsection of the Archemix Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent that disclosure in one subsection of the Archemix Disclosure Schedule is specifically referred to in another subsection of the Archemix Disclosure Schedule by appropriate cross-reference and except to the extent that the relevance of a disclosure in one subsection of the Archemix Disclosure Schedule to another subsection of the Archemix Disclosure Schedule is reasonably apparent.

2.1  Due Organization; No Subsidiaries; Etc.

(a) Archemix is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with the corporate power and authority to conduct its business in the manner in which its business is currently being conducted and to own and use its assets in the manner in which its assets are currently owned and used.

(b) Archemix has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Archemix Corp.”

(c) Archemix is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where the failure to be so qualified, authorized, registered or licensed, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Archemix Material Adverse Effect. Archemix is in good standing as a foreign corporation in each of the jurisdictions identified in Part 2.1(c) of the Archemix Disclosure Schedule.

(d) Part 2.1(d) of the Archemix Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of Archemix (ii) the names of the members of each committee of the board of directors of Archemix and (iii) the names and titles of Archemix’s officers.

(e) Archemix has no Subsidiaries. Archemix does not own any controlling interest in any Entity, and Archemix has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity.

2.2  Certificate of Incorporation and Bylaws; Records.  Archemix has delivered or made available to NitroMed accurate and complete copies of: (a) the certificate of incorporation (as amended and restated, the “Archemix Certificate of Incorporation”) and bylaws, including all amendments thereto, of Archemix; (b) the stock records of Archemix; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of Archemix, the board of directors of Archemix and all committees of the board of directors of Archemix (the (collectively, the “Archemix Constituent Documents”). There have been no formal meetings or actions taken by written consent or otherwise without a meeting of the stockholders of Archemix, the board of directors of Archemix or any committee of the board of directors of Archemix that are not fully reflected in the minutes and other records delivered or made available to NitroMed pursuant to clause (c) above. There has not been any violation in any material respect of the Archemix Constituent Documents, and Archemix has not taken any action that is inconsistent in any material respect with the Archemix Constituent Documents. The books of account, stock records, minute books and other records of Archemix are accurate, up to date and complete in all material respects.

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2.3  Capitalization, Etc.

(a) As of the date hereof, the authorized capital stock of Archemix consists of 164,215,873 shares of Archemix Common Stock, of which 15,943,031 shares are issued and outstanding and 130,657,202 shares of Archemix Preferred Stock, of which 51,884,995 shares are designated Archemix Series A Preferred Stock, of which 51,774,995 are issued and outstanding, 53,850,000 shares are designated Archemix Series B Preferred Stock, all of which are issued and outstanding, and 14,922,207 shares are designated as Archemix Series C Preferred Stock, all of which are issued and outstanding. All of the outstanding shares of Archemix Common Stock and Archemix Preferred Stock have been duly authorized and validly issued, and are fully paid and non assessable. All outstanding shares of Archemix Common Stock and Archemix Preferred Stock have been issued and granted in compliance with (i) all applicable federal and state securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Archemix Constituent Documents and applicable Contracts. Archemix has no authorized shares other than as set forth in this Section 2.3(a) and there are no issued and outstanding shares of Archemix’s capital stock other than the shares of Archemix Common Stock and Archemix Preferred Stock as set forth in this Section 2.3(a)

(b) As of the date hereof, Archemix has reserved 27,000,000 shares of Archemix Common Stock for issuance under the Archemix Stock Option Plan, of which options to purchase 13,503,661 shares of Archemix Common Stock are outstanding as of such date. In addition, as of the date hereof, 3,092,477 shares of Archemix Common Stock are available for future grant under the Archemix Stock Option Plan. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of capital stock or other securities of Archemix; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock or other securities of Archemix; (iii) Contract under which Archemix is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of Archemix; or (iv) condition or circumstance that would give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Archemix. Archemix has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by Archemix.

(c) All outstanding Archemix Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Archemix Constituent Documents and applicable Contracts.

2.4  Financial Statements.

(a) Archemix has delivered or made available the following financial statements and notes (collectively, the “Archemix Financial Statements”):

(i) the audited balance sheets of Archemix as of December 31, 2005, 2006 and 2007 (the December 31, 2007 balance sheet being referred to herein as the “Archemix Audited Balance Sheet”) and the related audited statements of operations, statements of stockholders’ equity and statements of cash flows of Archemix for the two years ended December 31, 2007, together with the notes thereto and the unqualified reports and opinions of Ernst & Young LLP relating thereto; and

(ii) the unaudited balance sheet of Archemix as of June 30, 2008 (the “Archemix Unaudited Interim Balance Sheet”) and the related unaudited statement of operations, statement of stockholders’ equity and statement of cash flows of Archemix for the six months then ended.

(b) The Archemix Financial Statements are accurate and complete in all material respects and present fairly the financial position of Archemix as of the respective dates thereof and the results of operations and consolidated cash flows of Archemix for the periods covered thereby. Except as may be indicated in the notes to the Archemix Financial Statements, the Archemix Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except that the financial statements referred to in Section 2.4(a)(ii) and (iii) do not contain footnotes and are subject to normal and recurring year-end audit adjustments, which will not, individually or in the aggregate, be material in magnitude).

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(c) Except as disclosed in the Archemix Financial Statements, Archemix has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Archemix, except liabilities (i) provided for in the Archemix Unaudited Interim Balance Sheet, or (ii) incurred since the date of the Archemix Unaudited Interim Balance Sheet in the ordinary course of business consistent with past practices in both type and amount.

2.5  Absence of Changes.  Since the date of the Archemix Unaudited Interim Balance Sheet:

(a) there has not been any Archemix Material Adverse Effect, and no event has occurred that will, or would reasonably be expected to, result in an Archemix Material Adverse Effect;

(b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of Archemix (whether or not covered by insurance);

(c) Archemix has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its capital stock, and has not repurchased, redeemed or otherwise reacquired any shares of its capital stock or other securities;

(d) Archemix has not sold, issued, granted or authorized the issuance of (i) any capital stock or other securities of Archemix; (ii) any option, call or right to acquire any capital stock or any other security of Archemix; (iii) any instrument convertible into or exchangeable for any capital stock or other security of Archemix; or (iv) reserved for issuance any additional grants or shares under any Archemix Stock Option Plan;

(e) Archemix has not amended or waived any of its rights under, or permitted the acceleration of vesting under, any Archemix Stock Option Plan, any Archemix Option or agreement evidencing or relating to any outstanding stock option or warrant, any restricted stock purchase agreement, or any other Contract evidencing or relating to any equity award;

(f) there has been no amendment to the certificate of incorporation or bylaws of Archemix and Archemix has not effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

(g) Archemix has not formed any Subsidiary of Archemix or acquired any equity interest or other interest in any other Entity;

(h) Archemix has not made any capital expenditure which, when added to all other capital expenditures made on behalf of Archemix exceeds $500,000;

(i) Archemix has not (i) entered into or permitted any of the assets owned or used by it to become bound by any Contract that contemplates or involves (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $500,000 in the aggregate, or (B) the purchase or sale of any product, or performance of services by or to Archemix having a value in excess of $500,000 in the aggregate, or (ii) waived any right or remedy under any Contract other than in the Ordinary Course of Business, or amended or prematurely terminated any Contract;

(j) Archemix has not (i) acquired, leased or licensed any right or other asset from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any right or other asset to any other Person, or (iii) waived or relinquished any right, except for immaterial rights or immaterial assets acquired, leased, licensed or disposed of in the Ordinary Course of Business;

(k) Archemix has not written off as uncollectible, or established any extraordinary reserve (as such terms are used in accordance with GAAP) with respect to, any account receivable or other indebtedness;

(l) Archemix has not made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any material Encumbrance, except for pledges of immaterial assets made in the Ordinary Course of Business;

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(m) Archemix has not (i) lent money to any Person (other than pursuant to routine travel advances made to employees in the Ordinary Course of Business) or (ii) incurred or guaranteed any indebtedness for borrowed money in the aggregate in excess of $100,000 or (iii) issued or sold any debt securities or options, warrants, calls or similar rights to acquire any debt securities of Archemix;

(n) Archemix has not (i) established or adopted any employee benefit plan, (ii) paid any bonus or made any profit sharing, incentive compensation or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees with an annual salary in excess of $200,000, or (iii) hired any new employee having an annual salary in excess of $200,000;

(o) Archemix has not changed any of its personnel policies or other business policies, or any of its methods of accounting or accounting practices in any material respect;

(p) Archemix has not made any material Tax election;

(q) Archemix has not threatened, commenced or settled any Legal Proceeding;

(r) Archemix has not entered into any transaction or taken any other action outside the Ordinary Course of Business, other than entering into this Agreement and the Contemplated Transactions;

(s) Archemix has not paid, discharged or satisfied any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge or satisfaction of non-material amounts in the Ordinary Course of Business or as required by any Archemix Contract or Legal Requirement; or

(t) Archemix has not agreed to take, or committed to take, any of the actions referred to in clauses “(c)” through “(s)” above.

2.6  Title to Assets.  Archemix owns, and has good, valid and marketable title to, all assets purported to be owned by it. All of such assets are owned by Archemix free and clear of any material Encumbrances, except for (a) any lien for current Taxes not yet due and payable, (b) liens which secure a payment not yet due that arises, and is customarily discharged, in the Ordinary Course of Business, (c) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course of Business and (d) liens that have arisen in the Ordinary Course of Business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Archemix. Archemix owns, or otherwise has, and after the Closing NitroMed and the Surviving Corporation will have, all the assets reasonably required to conduct Archemix’s business as currently conducted or currently proposed to be conducted, except for such assets as can be obtained in the Ordinary Course of Business on commercially reasonable terms.

2.7  Bank Accounts.  Part 2.7 of Archemix Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of Archemix at any bank or other financial institution, including the name of the bank or financial institution, the account number, the balance as of the date hereof and the names of all individuals authorized to draw on or make withdrawals from such accounts.

2.8  Equipment; Leasehold.

(a) All items of equipment and other tangible assets owned by or leased to Archemix (i) are adequate for the uses to which they are being put and (ii) are adequate for the conduct of Archemix’s business in the manner in which such business is currently being conducted and as it is currently proposed to be conducted.

(b) Archemix does not own any real property or any interest in real property, except for the leasehold interest created under the real property leases identified in Part 2.8(b) of the Archemix Disclosure Schedule.

2.9  Intellectual Property.

(a) Part 2.9(a) of the Archemix Disclosure Schedule accurately identifies and describes each proprietary product that (i) has been designated as a development candidate by Archemix in accordance with Archemix’s

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normal business practices and is currently under development by Archemix or (ii) is currently under development by a third party under license.

(b) Part 2.9(b) of the Archemix Disclosure Schedule accurately identifies (i) each item of Archemix Registered IP in which Archemix has or purports to have an ownership interest of any nature ); (ii) the jurisdiction in which such item of Archemix Registered IP has been registered or filed and the applicable registration or serial number; and (iii) any other Person that, to the Knowledge of Archemix, may have an ownership interest in such item of Archemix Registered IP and the nature of such ownership interest Archemix has made available to NitroMed complete and accurate copies of all applications and correspondence associated with the obtaining and maintenance of Archemix IP Rights to or from a Governmental Body related to each such item of Archemix Registered IP in the possession of Archemix.

(c) Part 2.9(c) of the Archemix Disclosure Schedule accurately identifies (i) all Archemix IP Rights licensed to Archemix (other than any non-customized software that (A) is so licensed solely in executable or object code form pursuant to a non-exclusive, internal use software license and (B) is not incorporated into, or used directly in the development, manufacturing, or distribution of, any of Archemix’s products or services); (ii) the corresponding Archemix Contracts pursuant to which such Archemix IP Rights are licensed to Archemix; and (iii) whether the license or licenses granted to Archemix are exclusive or non-exclusive.

(d) Part 2.9(d) of the Archemix Disclosure Schedule accurately identifies each Archemix Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Archemix IP Rights.

(e) Archemix has delivered or made available to NitroMed a complete and accurate copy of each standard form of Archemix IP Rights Agreement used by Archemix, including each standard form of (i) employee agreement containing intellectual property assignment or license of Archemix IP Rights or any confidentiality provision; (ii) consulting or independent contractor agreement containing intellectual property assignment or license of Archemix IP Rights or any confidentiality provision; and (iii) confidentiality or nondisclosure agreement.

(f) Archemix exclusively owns all right, title, and interest to and in Archemix IP Rights (other than Archemix IP Rights licensed to Archemix, as identified in Part 2.9(c) of the Archemix Disclosure Schedule) free and clear of any liens. Without limiting the generality of the foregoing:

(i) To the Knowledge of Archemix, all documents and instruments necessary to apply for Archemix Registered IP have been validly executed, delivered, and filed in a timely manner with the appropriate Governmental Body.

(ii) To the Knowledge of Archemix, each Person who is or was an employee or contractor of Archemix and who is or was involved in the creation or development of any Archemix IP Rights has signed or has the obligation to sign a valid, enforceable agreement obligating the assignment of Intellectual Property to Archemix and confidentiality provisions protecting trade secrets and confidential information of Archemix. To the Knowledge of Archemix, no current or former stockholder, officer, director, or employee of Archemix has any claim, right (whether or not currently exercisable), or interest to or in any Archemix IP Rights. To the Knowledge of Archemix, no employee of Archemix is (a) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties for Archemix or (b) in breach of any Contract with any former employer or other Person concerning Archemix IP Rights or confidentiality provisions protecting trade secrets and confidential information in Archemix IP Rights.

(iii) Archemix has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information that Archemix holds, or purports to hold, as a trade secret.

(iv) Archemix has not assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any Archemix IP Rights to any other Person.

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(v) Archemix is not now nor has it ever been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate Archemix to grant or offer to any other Person any license or right to any Archemix IP Rights.

(g) To Archemix’s Knowledge, all Archemix Registered IP is valid and enforceable. Without limiting the generality of the foregoing, to Archemix’s Knowledge:

(i) Each U.S. patent application and U.S. patent in which Archemix has or purports to have an ownership interest was filed within one year of the first printed publication, public use, or offer for sale of each invention claimed in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent in which Archemix has or purports to have an ownership interest was filed or claims priority to a patent application filed prior to each invention claimed in the foreign patent application or foreign patent being first made available to the public.

(ii) No registered trademark or trade name owned, used, or applied for by Archemix conflicts or interferes with any registered trademark or trade name owned, used, or applied for by any other Person. None of the goodwill associated with or inherent in any registered trademark in which Archemix has or purports to have an ownership interest has been impaired.

(iii) Each item of Archemix IP Rights that is Archemix Registered IP is and at all times has been filed and maintained, as applicable, in compliance with all applicable Legal Requirements.

(iv) No interference, opposition, reissue, reexamination, or other proceeding is pending or threatened, in which the scope, validity, or enforceability of any Archemix IP Rights is being, has been, or could reasonably be expected to be contested or challenged.

(h) Part 2.9(h) of the Archemix Disclosure Schedule accurately identifies, and Archemix has delivered or made available to NitroMed a complete and accurate copy of, each letter that has been sent or otherwise delivered in the last five (5) years by Archemix or any director or officer of Archemix to a third party regarding any actual, alleged, or suspected infringement or misappropriation of any Archemix IP Rights, and provides a brief description of the current status of the matter referred to in such letter, communication, or correspondence.

(i) Neither the execution, delivery, or performance of this Agreement (or any of the agreements contemplated by this Agreement) nor the consummation of any of the Contemplated Transactions will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (a) a loss of, or Encumbrance on, any Archemix IP Rights; (b) a breach by Archemix of any license agreement listed or required to be listed in Part 2.9(c) of the Archemix Disclosure Schedule; (c) the release, disclosure, or delivery of any Archemix IP Rights by or to any escrow agent or other Person; or (d) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any of Archemix IP Rights.

(j) Archemix has made available to NitroMed the identity of the third-party patents and patent applications found during all freedom to operate searches that were conducted by Archemix. Except as disclosed therein, to Archemix’s Knowledge, Archemix has never infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated any Intellectual Property rights of any other Person. Without limiting the generality of the foregoing, except as disclosed in the freedom to operate searched made available to NitroMed pursuant to this Section 2.9(j), to Archemix’s Knowledge:

(i) No product listed Part 2.9(a)(i) of the Archemix Disclosure Schedule, nor the performance of making, using, selling or offering for sale or importation of any such product, has infringed, misappropriated, or otherwise violated the Intellectual Property rights of any other Person. No aptamer developed by Archemix that is listed in Part 2.9(a)(ii) of the Archemix Disclosure Schedule, nor the performance of making, using, selling or offering for sale or importation of any such aptamer, has infringed, misappropriated, or otherwise violated the Intellectual Property rights of any other Person. For clarity, the foregoing representation with respect to aptamers licensed to third parties shall only apply to the aptamer

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as provided to the licensee, and not to any aptamer as modified by the licensee or any product incorporating the aptamer unless such product consists solely of the aptamer as provided to the licensee.

(ii) No infringement, misappropriation, or similar claim or Legal Proceeding relating to the infringement, misappropriation or other violation of the Intellectual Property rights of any other Person is pending or threatened against Archemix or against any other Person who may be entitled to be indemnified, defended, held harmless, or reimbursed by Archemix with respect to such claim or Legal Proceeding.

(iii) Archemix has never assumed, or agreed to discharge or otherwise take responsibility for, any existing liability of another Person for infringement, misappropriation, or violation of any Intellectual Property right.

(k) No claim or Legal Proceeding involving any Archemix IP Rights is pending or, to Archemix’s Knowledge, has been threatened, except for any such claim or Legal Proceeding that, if adversely determined, would not adversely affect (i) the use or exploitation of Archemix IP Rights by Archemix, or (ii) the manufacturing, distribution, or sale of any product being developed by Archemix.

2.10  Contracts.

(a) Part 2.10(a) of the Archemix Disclosure Schedule identifies each Archemix Contract, including:

(i) each Archemix Contract relating to the employment of, or the performance of employment-related services by, any Person, including any employee, consultant or independent contractor;

(ii) each Archemix Contract relating to the acquisition, transfer, use, development, sharing or license of any technology or any Intellectual Property or Archemix IP Rights;

(iii) each Archemix Contract imposing any restriction on Archemix’s right or ability (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to, or perform any services for, any other Person or to transact business or deal in any other manner with any other Person, or (C) develop or distribute any technology;

(iv) each Archemix Contract creating or involving any agency relationship, distribution arrangement or franchise relationship;

(v) each Archemix Contract involving or incorporating any guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement;

(vi) each Archemix Contract creating or relating to any collaboration or joint venture or any sharing of technology, revenues, profits, losses, costs or liabilities, including Archemix Contracts involving investments by Archemix in, or loans by Archemix to, any other Entity;

(vii) each Archemix Contract relating to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, or otherwise involving as a counterparty, any Archemix Related Party;

(viii) each Archemix Contract relating to indebtedness for borrowed money;

(ix) each Archemix Contract related to the acquisition or disposition of material assets of Archemix or any other Person;

(x) any other Archemix Contract that (i) has a term of more than 60 days and that may not be terminated by Archemix (without penalty) within 60 days after the delivery of a termination notice by Archemix; or (ii) that contemplates or involves (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $500,000 in the aggregate, or (B) the purchase or sale of any product, or performance of services by or to Archemix having a value in excess of $500,000 in the aggregate;

(xi) each Archemix Contract constituting a commitment of any Person to purchase products (including products in development) of Archemix; and

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(xii) each Archemix Contract with any Person, including without limitation any financial advisor, broker, finder, investment banker or other Person, providing advisory services to Archemix in connection with the Contemplated Transactions.

(b) Archemix has delivered or made available to NitroMed accurate and complete (except for applicable redactions thereto) copies of all material written Archemix Contracts, including all amendments thereto. Each such Archemix Contract is valid and in full force and effect, is enforceable by Archemix in accordance with its terms, and after the Effective Time will not as a result of the Merger cease to be valid, in full force and effect and enforceable on identical terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law), except to the extent that (A) they have previously expired in accordance with their terms or (B) the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have an Archemix Material Adverse Effect.

(c) Archemix has not materially violated or breached, or committed any material default under, any Archemix Contract, and, to the Knowledge of Archemix, no other Person has violated or breached, or committed any default under, any Archemix Contract which has had, or would reasonably be expected to have, an Archemix Material Adverse Effect.

(d) Archemix has not received any written notice or other communication regarding any actual or possible violation or breach of, or default under, any Archemix Contract.

(e) Part 2.10(e) of the Archemix Disclosure Schedule identifies and provides a brief description of each proposed Contract as to which any bid, offer, award, written proposal, term sheet or similar document has been submitted or received by Archemix (other than term sheets provided by Archemix or to Archemix by any party related to the subject matter of this transaction).

(f) Part 2.10(f) of the Archemix Disclosure Schedule provides an accurate and complete list of all Consents required under any Archemix Contract to consummate the Merger and the other Contemplated Transactions.

(g) The Archemix Contracts collectively constitute all of the Contracts reasonably required to enable Archemix to conduct its business as is currently conducted and as currently proposed to be conducted except for such Contracts as can be obtained in the Ordinary Course of Business on commercially reasonable terms.

2.11  Liabilities; Fees, Costs and Expenses.

(a) Archemix does not have any accrued, contingent or other liabilities of any nature, either matured or unmatured (whether or not required to be reflected in financial statements in accordance with GAAP, and whether due or to become due), except for: (i) liabilities identified as such in the “liabilities” column of the Archemix Unaudited Interim Balance Sheet, (ii) accounts payable or accrued salaries that have been incurred by Archemix in the Ordinary Course of Business, (iii) liabilities under Archemix Contracts listed in Part 2.10(a) of the Archemix Disclosure Schedule, to the extent the nature and magnitude of such liabilities can be specifically ascertained by reference to the text of such Archemix Contracts, (iv) liabilities that have arisen since the date of the Archemix Unaudited Interim Balance Sheet in the Ordinary Course of Business, and (v) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

(b) The total amount of all fees, costs and expenses (including any attorney’s, accountant’s, financial advisor’s or finder’s fees) incurred by or for the benefit of Archemix in connection with (i) any due diligence conducted by Archemix with respect to the Merger, (ii) the negotiation, preparation and review of this Agreement (including the Archemix Disclosure Schedule) and all agreements contemplated by this Agreement and opinions delivered or to be delivered in connection with the Contemplated Transactions, (iii) the preparation and submission of any filing or notice required to be made or given in connection with any of the Contemplated Transactions, (iv) the obtaining of any Consent required to be obtained in connection with any Contemplated Transactions hereby, and (v) otherwise in connection with the Merger and the Contemplated

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Transactions, will, in the good faith estimate of Archemix reasonably exercised, aggregate approximately the amount set forth in Part 2.11(b) of the Archemix Disclosure Schedule.

2.12  Compliance with Legal Requirements.  Archemix is, and has at all times been, in compliance in all material respects with all applicable Legal Requirements. Archemix has not received, since January 1, 2005, any written notice or other communication from any Governmental Body or any other Person regarding (a) any actual, alleged, possible or potential material violation of, or material failure to comply with, any material Legal Requirement, or (b) any actual, alleged, possible or potential material obligation on the part of Archemix to undertake, or to bear all, or any portion of, the cost of, any material cleanup or any material remedial, corrective or responsive action of any nature. Archemix has delivered or made available to NitroMed an accurate and complete copy of each report, study, survey or other document to which Archemix has access that addresses or otherwise relates to the compliance or non-compliance of Archemix with, or the applicability to Archemix of, any Legal Requirement. To the Knowledge of Archemix, no Governmental Body has proposed or is considering any Legal Requirement that, if adopted or otherwise put into effect, (a) will, or would reasonably be expected to, result in an Archemix Material Adverse Effect, (b) may have a material adverse effect on Archemix’s ability to comply with or perform any covenant or obligation under this Agreement or any of the Related Agreements, or (c) may have the effect of materially preventing, delaying, making illegal or otherwise interfering with the Merger or any of the Contemplated Transactions.

2.13  Governmental Authorizations.  Part 2.13 of the Archemix Disclosure Schedule identifies each Governmental Authorization held by Archemix, and Archemix has delivered or made available to NitroMed accurate and complete copies of all Governmental Authorizations identified in Part 2.13 of the Archemix Disclosure Schedule. The Governmental Authorizations identified in Part 2.13 of the Archemix Disclosure Schedule are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary to enable Archemix to conduct its business in the manner in which its business is currently being conducted and is proposed to be conducted. Archemix is in compliance in all material respects with the terms and requirements of the respective Governmental Authorizations identified in Part 2.13 of the Archemix Disclosure Schedule. Archemix has not since January 1, 2007 received any written notice or other communication from any Governmental Body regarding (a) any actual or possible material violation of or material failure to comply with any term or requirement of any Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Governmental Authorization.

2.14  Tax Matters.

(a) All Tax Returns required to be filed by or on behalf of Archemix with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the “Archemix Returns”) (i) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (ii) have been, or will be when filed, accurately and completely prepared in all material respects. All Taxes due on or before the Closing Date have been or will be paid on or before the Closing Date. Archemix has delivered or made available to NitroMed true and complete copies of all Archemix Returns filed which have been requested by NitroMed.

(b) Archemix Financial Statements fully accrue all liabilities for unpaid Taxes with respect to all periods through the dates thereof in accordance with GAAP.

(c) No Archemix Return has ever been examined or audited by any Governmental Body and no examination or audit of any Archemix Return is currently in progress or, to the Knowledge of Archemix, threatened or contemplated. Archemix has delivered or made available to NitroMed accurate and complete copies of all audit reports, private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of Archemix relating to Archemix Returns. No extension or waiver of the limitation period applicable to any of the Archemix Returns has been granted (by Archemix or any other Person), and no such extension or waiver has been requested from Archemix or any Archemix Subsidiary. All Taxes that Archemix was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly

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paid to the appropriate Governmental Body. Archemix has not executed or filed any power of attorney with any taxing authority.

(d) No claim or Legal Proceeding is pending or, to the Knowledge of Archemix, has been threatened against or with respect to Archemix in respect of any Tax. There are no unsatisfied liabilities for Taxes with respect to any notice of deficiency or similar document received by Archemix with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by Archemix and with respect to which adequate reserves for payment have been established). There are no liens for Taxes upon any of the assets of Archemix except liens for current Taxes not yet due and payable. Archemix has not entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. Archemix has not been, and Archemix will not be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing Date.

(e) Archemix (i) has not ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing (or which it has been required to file) a consolidated federal income Tax Return (other than a group of which only Archemix and Archemix Subsidiaries were members), (ii) does not have any liability for the Taxes of any person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, or otherwise, and (iii) has never been a party to any joint venture, collaboration, partnership or other agreement that could be treated as a partnership for Tax purposes. Archemix is not nor has ever been, a party to or bound by any Tax indemnity agreement, Tax-sharing agreement, Tax allocation agreement or similar Contract. Archemix has not been either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (y) in the two years prior to the date of this Agreement or (z) which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

(f) None of the assets of Archemix (i) is property that is required to be treated as being owned by any other Person pursuant to the provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, (ii) is “tax-exempt use property” within the meaning of Section 168(h) of the Code, (iii) directly or indirectly secures any debt the interest on which is tax exempt under Section 103(a) of the Code, or (iv) is subject to a lease under Section 7701(h) of the Code or under any predecessor section.

(g) Archemix has never participated in an international boycott as defined in Section 999 of the Code.

(h) Archemix has not incurred (or been allocated) an “overall foreign loss” as defined in Section 904(f)(2) of the Code which has not been previously recaptured in full as provided in Sections 904(f)(1) and/or 904(f)(3) of the Code.

(i) Archemix is not a party to a gain recognition agreement under Section 367 of the Code.

(j) Archemix will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) deferred intercompany gain or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax law), (ii) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date, (iii) installment sale or other open transaction disposition made on or prior to the Closing Date, or (iv) prepaid amount received on or prior to the Closing Date.

(k) Archemix is not nor has ever has been a party to a transaction or agreement that is in conflict with the Tax rules on transfer pricing in any relevant jurisdiction.

(l) Archemix has not engaged in any “listed transaction” for purposes of Treasury Regulation sections 1.6011-4(b)(2) or 301.6111-2(b)(2) or any analogous provision of state or local law.

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(m) Archemix has not taken any action or failed to take any action nor does it have Knowledge of any fact, agreement, plan or other circumstance that would cause the Merger to fail to qualify as a reorganization with the meaning of Section 368(a) of the Code.

2.15  Employee and Labor Matters; Benefit Plans.

(a) Part 2.15(a) of the Archemix Disclosure Schedule accurately sets forth, with respect to each employee of Archemix (including any employee of Archemix who is on a leave of absence) with an annual base salary in excess of $200,000.

(i) the name of such employee and the date as of which such employee was originally hired by Archemix;

(ii) such employee’s title;

(iii) the aggregate dollar amount of the wages, salary, and bonuses received by such employee from Archemix with respect to services performed in 2007;

(iv) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with Archemix’s business;

(v) to the Knowledge of Archemix, such employee’s citizenship status (whether such employee is a U.S. citizen or otherwise) and, with respect to non U.S. citizens, identifies the visa or other similar Permit under which such employee is working for Archemix and the dates of issuance and expiration of such visa or other Permit; and

(vi) such employee’s primary office location.

(b) Except as required by COBRA, Part 2.15(b) of the Archemix Disclosure Schedule accurately identifies each former employee of Archemix who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (from Archemix) relating to such former employee’s employment with Archemix; and Part 2.15(b) of the Archemix Disclosure Schedule accurately describes such benefits.

(c) The employment of Archemix’s employees is terminable by Archemix at will. Archemix has delivered or made available to NitroMed accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials governing the terms and conditions of employment of the employees of Archemix.

(d) To the Knowledge of Archemix:

(i) no Key Employee of Archemix intends to terminate his employment with Archemix;

(ii) no Key Employee of Archemix has received an offer that remains outstanding to join a business that may be competitive with Archemix’s business; and

(iii) no employee of Archemix is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of Archemix; or (B) Archemix’s business or operations.

(e) Archemix is not a party to or bound by, and Archemix has never been a party to or bound by any union contract, collective bargaining agreement or similar Contract.

(f) To the Knowledge of Archemix, Archemix is not engaged in any unfair labor practice, and there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Archemix, since January 1, 2005. To the Knowledge of Archemix, there are no actions, suits, claims, labor disputes or grievances pending relating to any labor, safety, wage/hour or discrimination matters involving any employee of Archemix, including, without limitation, charges of unfair labor practices or discrimination complaints. To the Knowledge of Archemix, the consummation of the Merger or any of the other Contemplated Transactions will not have a material adverse effect on Archemix labor relations.

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(g) Part 2.15(g) of the Archemix Disclosure Schedule lists any independent contractors who have provided services to Archemix for a period of six consecutive months or longer since January 1, 2005.

(h) Part 2.15(h) of the Archemix Disclosure Schedule identifies each Archemix Plan (as defined in paragraph (s) below) sponsored, maintained, contributed to or required to be contributed to by Archemix for the benefit of any current or former employee of Archemix. Except to the extent required to comply with Legal Requirements, Archemix does not intend nor has it committed to establish or enter into any new Archemix Plan, or to modify any Archemix Plan.

(i) Archemix has delivered or made available to NitroMed: (i) correct and complete copies of all documents setting forth the terms of each Archemix Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Archemix Plan; (iii) if the Archemix Plan is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, the most recent annual actuarial and funding report for such Archemix Plan; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Archemix Plan; (v) all material written Contracts relating to each Archemix Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any employee of Archemix relating to any Archemix Plan and any proposed Archemix Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to Archemix; (vii) all material correspondence to or from any Governmental Body relating to any Archemix Plan; (viii) the form of all COBRA forms and related notices; (ix) all insurance policies in the possession of Archemix pertaining to fiduciary liability insurance covering the fiduciaries for each Archemix Plan; (x) all discrimination tests required under the Code for each Archemix Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent Internal Revenue Service determination or opinion letter issued with respect to each Archemix Plan intended to be qualified under Section 401(a) of the Code.

(j) Archemix has performed all material obligations required to be performed by it under each Archemix Plan and is not in default under or violation of, and Archemix has no Knowledge of any default under or violation by any other party of, the terms of any Archemix Plan. Each Archemix Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Archemix Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and nothing has occurred since the issuance of such that would reasonably be expected to cause the loss of such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Archemix Plan subject to ERISA or Section 4975 of the Code that would reasonably be expected to result in material liability to Archemix. There are no claims or Legal Proceedings pending, or, to the Knowledge of Archemix, threatened or reasonably anticipated (other than routine claims for benefits), against any Archemix Plan or against the assets of any Archemix Plan. Each Archemix Plan (other than any Archemix Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to NitroMed, any NitroMed Subsidiary, Archemix or the Surviving Corporation (other than ordinary administration expenses). There are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Archemix, threatened by any Governmental Body with respect to any Archemix Plan. Archemix has never incurred any penalty or tax with respect to any Archemix Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Archemix has made all contributions and other payments required by and due under the terms of each Archemix Plan.

(k) Archemix has never maintained, established, sponsored, participated in, or contributed to any: (i) employee benefit pension plan (as defined in Section 3(2) of ERISA) (“Pension Plan”) subject to Title IV of ERISA; (ii) multiple employer plan subject to Section 413 of the Code; (iii) multiemployer plan within the meaning of Section (3)(37) of ERISA; (iv) multiple employer welfare arrangement subject to Section 3(40) of

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ERISA; or (v) a program or arrangement subject to Section 419, 419A or 501(c)(9) of the Code. Archemix has never maintained, established, sponsored, participated in or contributed to, any Pension Plan in which stock of Archemix is or was held as a plan asset. Archemix has never maintained a Pension Plan or multiemployer plan, or the equivalent thereof, in a foreign jurisdiction (a “Archemix Foreign Plan”).

(l) No Archemix Plan provides (except at no cost to Archemix), or reflects or represents any liability of Archemix to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to Archemix, Archemix has never represented, promised or contracted (whether in oral or written form) to any employee of Archemix (either individually or to employees of Archemix as a group) or any other Person that such employee(s) or other Person would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements.

(m) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Archemix Plan, Archemix Contract, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employees of Archemix.

(n) To the Knowledge of Archemix, Archemix: (i) is in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to their employees; (ii) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to its employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable to the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for their employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the Knowledge of Archemix, threatened claims or Legal Proceedings against Archemix under any worker’s compensation policy or long-term disability policy.

(o) Archemix is not required to be, and, to the Knowledge of Archemix, has not ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Archemix has never been a member of an “affiliated service group” within the meaning of Section 414(m) of the Code. To the Knowledge of Archemix, it has never made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in “withdrawal liability,” as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA).

(p) To the Knowledge of Archemix, no officer or employee of Archemix is subject to any injunction, writ, judgment, decree, or order of any court or other Governmental Body that would interfere with such employee’s efforts to promote the interests of Archemix, or that would interfere with the business of Archemix. To the Knowledge of Archemix, neither the execution nor the delivery of this Agreement, nor the carrying on of the business of Archemix as presently conducted nor any activity of any employees of Archemix in connection with the carrying on of the business of Archemix as presently conducted will, to the Knowledge of Archemix, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any employee of Archemix may be bound.

(q) There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of Archemix that, considered individually or considered collectively with any other such Contracts and/or other events, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code. Archemix is not a party to any Contract, nor does

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Archemix have any obligation (current or contingent), to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code.

(r) No holder of shares of Archemix Common Stock holds shares of Archemix Common Stock that are non-transferable and subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code with respect to which a valid election under Section 83(b) of the Code has not been made and were not acquired on the exercise of an incentive stock option as defined in Section 422 of the Code.

(s) Any Archemix employee plan, including without limitation, any and all salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement, and any plan described in Section 3(3) of ERISA (collectively, the “Archemix Plans”) sponsored, maintained, contributed to or required to be contributed to by Archemix for the benefit of any employee of Archemix and which is a “deferred compensation” plan (as defined in Section 409A(d)(1) of the Code) has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code and the proposed regulations and other guidance issued with respect thereto as to avoid any additional Tax pursuant to Section 409A(a)(1)(B)(i)(II) of the Code. No Archemix Options, restricted stock awards, stock appreciation rights to other awards based on the capital stock of Archemix constitutes “deferred compensation” within the meaning of Section 409A of the Code.

2.16  Environmental Matters.  Archemix is in compliance in all material respects with all applicable Environmental Laws, which compliance includes the possession by Archemix of all Permits and other Governmental Authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof. Archemix has not received since January 1, 2005 any written notice, whether from a Governmental Body, citizens group, employee or otherwise, that alleges that Archemix is not in compliance with any Environmental Law, and, to the Knowledge of Archemix, there are no circumstances that may prevent or interfere with Archemix’s compliance with any Environmental Law as currently enacted. To the Knowledge of Archemix, no current owner of any property leased or controlled by Archemix has received since January 1, 2005 any written notice relating to property leased or controlled by Archemix, whether from a Governmental Body, citizens group, employee or otherwise, that alleges that such current owner or Archemix is not in compliance with or violated any Environmental Law relating to such property. All Governmental Authorizations currently held by Archemix pursuant to Environmental Laws are identified in Part 2.16 of the Archemix Disclosure Schedule.

2.17  Insurance.  Archemix maintains insurance policies with reputable insurance carriers against all risks of a character as usually insured against, and in such coverage amounts as are usually maintained, by similarly situated companies in the same or similar businesses. Part 2.17 of the Archemix Disclosure Schedule sets forth each insurance policy (including general liability, worker’s compensation and employee liability, management liability insurance, employee benefits liability, product liability, foreign clinical trial insurance, crime, non-owned and hired automobile liability, and property, including business income and extra expense and change in controlled environment coverages) to which Archemix is a party. Each such insurance policy is in full force and effect. Since January 1, 2005, Archemix has not received any written notice or other communication regarding any actual or possible (a) cancellation or invalidation of any insurance policy, (b) refusal of any coverage or rejection of any claim under any insurance policy, or (c) material adjustment in the amount of the premiums payable with respect to any insurance policy.

2.18  Legal Proceedings; Orders.  There is no pending Legal Proceeding, and to the Knowledge of Archemix, no Person has threatened to commence any Legal Proceeding: (i) that involves Archemix or any of the assets owned, used or controlled by Archemix or any Person whose liability Archemix has or may have retained or assumed, either contractually or by operation of law claiming damages, which, if adversely determined, would reasonably be expected to have an Archemix Material Adverse Effect; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions. To the Knowledge of Archemix, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. There is

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no order, writ, injunction, judgment or decree to which Archemix or any of the assets owned or used by Archemix is subject.

2.19  Authority; Binding Nature of Agreement.  Archemix has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the Related Agreements to which it is a party; and the execution, delivery and performance by Archemix of this Agreement and the Related Agreements to which it is a party have been duly authorized by all necessary action on the part of Archemix and the board of directors of Archemix, subject only to obtaining the Required Archemix Stockholder Vote and the filing and recordation of the Certificate of Merger pursuant to the DGCL. This Agreement and each of the Related Agreements to which Archemix is a party has been duly executed and delivered by Archemix, and assuming due authorization, execution and delivery by the other Parties thereto, constitutes the legal, valid and binding obligation of Archemix, enforceable against Archemix in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

2.20  Non-Contravention; Consents.  Subject to obtaining the Required Archemix Stockholder Vote for the applicable Contemplated Transactions, and the filing of the Certificate of Merger as required by the DGCL, neither (a) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (b) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(a) contravene, conflict with or result in a violation of any of the provisions of the Archemix Constituent Documents;

(b) contravene, conflict with or result in a violation of any Legal Requirement or any order, writ, injunction, judgment or decree to which Archemix, or any of the assets owned or used by Archemix, is subject, except as would not reasonably be expected to have an Archemix Material Adverse Effect;

(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Archemix or that otherwise relates to Archemix’s business or to any of the assets owned or used by Archemix except as would not reasonably be expected to have an Archemix Material Adverse Effect;

(d) result in a material conflict, violation or breach of, or result in a material default under, any provision of any Archemix Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Archemix Contract, (ii) accelerate the maturity or performance of any such Archemix Contract, or (iii) cancel, terminate or modify any such Archemix Contract, except as would not reasonably be expected to have an Archemix Material Adverse Effect; or

(e) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned or used by Archemix (except for liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of Archemix), except as would not reasonably be expected to have an Archemix Material Adverse Effect.

No filing with, notice to or Consent from any Person is required in connection with (y) the execution, delivery or performance of this Agreement or any of the Related Agreements, or (z) the consummation of the Merger or any of the other Contemplated Transactions.

2.21  Vote Required.  The affirmative vote of (i) the holders of a majority of the shares of Archemix Common Stock and Archemix Preferred Stock outstanding on the record date for the Archemix Stockholders’ Meeting and entitled to vote thereon, voting as a single class, (ii) in accordance with Section B.4(a)(i) of Article IV of the Archemix Certificate of Incorporation, the holders of at least two-thirds (662/3%) of the shares of Archemix Series A Preferred Stock and Series B Preferred Stock outstanding on the record date for the Archemix Stockholders’ Meeting and entitled to vote thereon, voting as a single class, and (iii) in accordance with Sections B.4(b)(ii), B.4(c)(ii) and B.4(d)(ii) of Article IV of the Archemix Certificate of Incorporation, the holders of at least two-thirds (662/3%) of the shares of Archemix Series A Preferred Stock, the Series B

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Preferred Stock and the Series C Preferred Stock outstanding on the record date for the Archemix Stockholders’ Meeting and entitled to vote thereon, each voting as a separate class (collectively, the “Required Archemix Stockholder Vote”) are the only votes of the holders of any class or series of Archemix capital stock necessary to adopt this Agreement.

2.22  Regulatory Compliance.

(a) All Archemix Products that are subject to the jurisdiction of any Governmental Body are being manufactured, labeled, stored, tested, developed, distributed, and marketed, as applicable, in compliance in all material respects with all applicable Legal Requirements.

(b) Part 2.22(b) of the Archemix Disclosure Schedule lists all claims, statements, and other matters (including, but not limited to, all correspondence or communications with Governmental Bodies) concerning or relating to any health care program funded by any Governmental Body that involves, relates to or alleges any violation of any Legal Requirement of any such program with respect to any activity, practice or policy of Archemix or any Archemix Product, resulting from the action of Archemix or, to the Knowledge of Archemix, any agent, representative or contractor of Archemix. There are no such violations nor, to the Knowledge of Archemix, are there any grounds to anticipate the commencement of any investigation or inquiry, or the assertion of any claim or demand by any Government Body with respect to any of the activities, transactions, practices, policies or claims of Archemix or involving any Archemix Product. Neither Archemix nor any Archemix Product is currently subject to any outstanding investigation or audit (except for routine periodic audits conducted pursuant to regulatory or contractual requirements in the ordinary course of business) by any such Governmental Body and, to the Knowledge of Archemix, there are no grounds to anticipate any such investigation or audit in the foreseeable future.

(c) Neither Archemix, nor to the Knowledge of Archemix, any agent, representative or contractor of Archemix, has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or kind for the purpose of making or receiving any referral in violation of any applicable Legal Requirements relating to any anti-kickback law, including without limitation the Federal Health Care Program Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) (known as the “Anti-Kickback Statute”), or any applicable state anti-kickback law.

(d) Neither Archemix, nor to the Knowledge of Archemix, any agent, representative or contractor of Archemix, has submitted or caused to be submitted any claim for payment to any health care program in violation of any applicable Legal Requirements relating to false claim or fraud, including without limitation the Federal False Claim Act, 31 U.S.C. § 3729, or any applicable state false claim or fraud law.

(e) Archemix has obtained and holds all such Permits, including without limitation all such Permits required by the United States Food and Drug Administration, as are necessary to conduct its business in the manner currently conducted. Archemix has satisfied all of the material requirements of and fulfilled and performed all of its material obligations with respect to the Permits, and, to Archemix’s Knowledge, no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder of any such Permits, except for any of the foregoing that would not reasonably be expected to have an Archemix Material Adverse Effect.

2.23  Archemix Action.  The board of directors of Archemix (at a meeting duly called and held in accordance with the Archemix Constituent Documents) has (a) unanimously determined that the Merger is advisable and in the best interests of Archemix and its stockholders and (b) unanimously recommended adoption of this Agreement by the stockholders of Archemix and directed that this Agreement be submitted to the stockholders of Archemix for adoption.

2.24  Anti-Takeover Law.  The board of directors of Archemix has taken all action necessary or required to render inapplicable to the Merger, this Agreement or any agreement contemplated hereby and the Contemplated Transactions (a) any takeover provision in the Archemix Constituent Documents, (b) any takeover provision in any Archemix Contract, and (c) any takeover provision in any applicable state law.

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2.25  No Financial Advisor.  No broker, finder or investment banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of Archemix.

2.26  Certain Payments.  Neither Archemix nor to Archemix’s Knowledge any officer, employee, agent or other Person associated with or acting for or on behalf of Archemix, has at any time, directly or indirectly:

(a) used any corporate funds (i) to make any unlawful political contribution or gift or for any other unlawful purpose relating to any political activity, (ii) to make any unlawful payment to any governmental official or employee, or (iii) to establish or maintain any unlawful or unrecorded fund or account of any nature;

(b) made any false or fictitious entry, or failed to make any entry that should have been made, in any of the books of account or other records of Archemix;

(c) made any payoff, influence payment, bribe, rebate, kickback or unlawful payment to any Person;

(d) performed any favor or given any gift which was not deductible for federal income tax purposes;

(e) made any payment (whether or not lawful) to any Person, or provided (whether lawfully or unlawfully) any favor or anything of value (whether in the form of property or services, or in any other form) to any Person, for the purpose of obtaining or paying for (i) favorable treatment in securing business, or (ii) any other special concession; or

(f) agreed or committed to take any of the actions described in clauses “(a)” through “(e)” above.

2.27  Disclosure.  The information supplied by Archemix for inclusion in the Joint Proxy Statement/Prospectus (including any Archemix Financial Statements) will not, as of the date of the Joint Proxy Statement/Prospectus or as of the date such information is prepared or presented, (i) contain any statement that is inaccurate or misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make such information, in the light of the circumstances under which such information will be provided, not false or misleading.

3.  REPRESENTATIONS AND WARRANTIES OF NITROMED AND MERGER SUB

NitroMed and Merger Sub represent and warrant to Archemix as follows, except as set forth in the written disclosure schedule delivered or made available by NitroMed to Archemix (the “NitroMed Disclosure Schedule”). The NitroMed Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Section 3. The disclosure in any section or subsection of the NitroMed Disclosure Schedule shall qualify other sections and subsections in this Section 3 only to the extent that disclosure in one subsection of the NitroMed Disclosure Schedule is specifically referred to in another subsection of the NitroMed Disclosure Schedule by appropriate cross-reference and except to the extent that the relevance of a disclosure in one subsection of the NitroMed Disclosure Schedule to another subsection of the NitroMed Disclosure Schedule is reasonably apparent.

3.1  Due Organization; Subsidiaries; Etc.

(a) NitroMed and Merger Sub are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware, with the corporate power and authority to conduct their business in the manner in which its business is currently being conducted and to own and use their assets in the manner in which their assets are currently owned and used.

(b) NitroMed has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “NitroMed, Inc.”

(c) NitroMed and Merger Sub are not and have not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where the failure to be so qualified, authorized, registered or licensed, individually or in the aggregate, has not had, and would not

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reasonably be expected to have, a NitroMed Material Adverse Effect. NitroMed and Merger Sub and each of their respective Subsidiaries are each in good standing as a foreign corporation in each of the jurisdictions identified in Part 3.1(c) of the NitroMed Disclosure Schedule.

(d) Part 3.1(d) of the NitroMed Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of NitroMed, (ii) the names of the members of each committee of the board of directors of NitroMed and (iii) the names and titles of NitroMed’s officers.

(e) NitroMed has no Subsidiaries (other than Merger Sub) except for the Entities identified in Part 3.1(e) of the NitroMed Disclosure Schedule. Neither NitroMed nor any NitroMed Subsidiary has agreed or is obligated to make any future investment in or capital contribution to any Entity. Except as identified in Part 3.1(e) of the NitroMed Disclosure Schedule, neither NitroMed nor any NitroMed Subsidiary has guaranteed or is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. Except as set forth in Part 3.1(e) of the NitroMed Disclosure Schedule, NitroMed does not own any controlling interest in any Entity, and NitroMed has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity other than Merger Sub.

3.2  Certificate of Incorporation and Bylaws; Records.  NitroMed and Merger Sub have delivered or made available to Archemix copies of: (a) NitroMed’s certificate of incorporation and bylaws, including all amendments thereto, and the certificate of incorporation and bylaws of Merger Sub; (b) the stock records of NitroMed and Merger Sub; and (c) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of NitroMed and Merger Sub, the board of directors of NitroMed and Merger Sub and all committees of the board of directors of NitroMed (the “NitroMed Constituent Documents”). There have been no formal meetings or other proceedings of the stockholders of NitroMed or Merger Sub, the board of directors of NitroMed or Merger Sub or any committee of the board of directors of NitroMed or Merger Sub that are not fully reflected in the minutes and other records delivered or made available to Archemix pursuant to clause (c) above. There has not been any violation in any material respect of the NitroMed Constituent Documents, and NitroMed has not taken any action that is inconsistent in any material respect with the NitroMed Constituent Documents. The books of account, stock records, minute books and other records of NitroMed are accurate, up to date and complete in all material respects.

3.3  Capitalization, Etc.

(a) As of the date hereof, the authorized capital stock of NitroMed consists of: 65,000,000 shares of NitroMed Common Stock and 5,000,000 shares of Preferred Stock, par value $.01 per share. As of the date hereof, 46,076,551 shares of NitroMed Common Stock have been issued and are outstanding, and no shares of NitroMed Preferred Stock have been issued and are outstanding. All outstanding shares of NitroMed Common Stock have been duly authorized and validly issued, and are fully paid and non assessable. All outstanding shares of NitroMed Common Stock have been issued and granted in compliance with (i) all applicable federal and state securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in NitroMed Constituent Documents and applicable Contracts. NitroMed has no authorized shares other than as set forth in this Section 3.3(a) and there are no issued and outstanding shares of NitroMed’s capital stock other than the shares of NitroMed Common Stock as set forth in this Section 3.3(a).

(b) As of the date hereof, NitroMed has reserved 2,288,200 shares of NitroMed Common Stock for issuance under its Restated 1993 Equity Incentive Plan, of which options to purchase 242,500 shares of NitroMed Common Stock are outstanding as of such date; 7,619,679 shares of NitroMed Common Stock for issuance under its Amended and Restated 2003 Stock Incentive Plan (together with the Restated 1993 Equity Incentive Plan, the “NitroMed Option Plans”), of which options to purchase 2,633,824 shares of NitroMed Common Stock are outstanding as of such date; and 525,000 shares of NitroMed Common Stock for issuance under its 2003 Employee Stock Purchase Plan, as amended, of which 173,733 shares of NitroMed Common Stock are outstanding as of such date. In addition, as of the date hereof, an aggregate of 4,207,795 shares of NitroMed Common Stock are available for future grant under the NitroMed Option Plans, and NitroMed has entered into agreements with the persons specified in Part 3.3(b) of the NitroMed Disclosure Schedule to

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cancel the number of options set forth next to their names, representing an aggregate of 1,403,125 shares of NitroMed Common Stock, subject to and immediately prior to the Effective Time, and upon such cancellation the shares of NitroMed Common Stock issuable thereunder shall be available for future grant under the NitroMed Option Plans. Except as set forth in this Agreement and the Contemplated Transactions, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of NitroMed; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock or other securities of NitroMed; (iii) Contract under which NitroMed is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of NitroMed; or (iv) condition or circumstance that would give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of NitroMed. NitroMed has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any action of NitroMed.

(c) All outstanding NitroMed Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in NitroMed Constituent Documents and applicable Contracts.

3.4  SEC Filings; Financial Statements.

(a) NitroMed has made all filings with the SEC required under the applicable requirements of the Securities Act and the Exchange Act. NitroMed has delivered or made available to Archemix accurate and complete copies (excluding copies of exhibits) of each report, schedule, registration statement and definitive proxy statement filed by NitroMed with the SEC on or after January 1, 2007 and prior to the date of this Agreement (the “NitroMed SEC Documents”). NitroMed has resolved with the staff of the SEC any comments it may have received since January 1, 2007 and prior to the date of this Agreement in comment letters to NitroMed from the staff of the SEC or, to the extent such comments are unresolved, has disclosed such unresolved comments in the NitroMed SEC Documents. All NitroMed SEC Documents (x) were filed on a timely basis, (y) at the time filed (or, if amended or superseded by a later filing prior to the date of this Agreement, than on the date of such later filing), were prepared in compliance in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NitroMed SEC Documents, and (z) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the principal executive officer of NitroMed and the principal financial officer of NitroMed (or each former principal executive officer of NitroMed and each former principal financial officer of NitroMed, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the NitroMed SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating to the NitroMed SEC Documents are accurate and complete and comply as to form and content with all applicable legal requirements. The consolidated financial statements contained in the NitroMed SEC Documents (including, in each case, any related notes thereto): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such consolidated financial statements and except that the unaudited interim consolidated financial statements contained in the NitroMed SEC Documents do not contain footnotes as permitted by Form 10-Q of the Exchange Act; and (iii) fairly present the consolidated financial position of NitroMed as of the respective dates thereof and the consolidated results of operations and cash flows of NitroMed for the periods covered thereby, except that the unaudited interim consolidated financial statements contained in the NitroMed SEC Documents were or are subject to normal year-end audit adjustments.

(b) Ernst & Young LLP, NitroMed’s auditors are, and have been at all times during their engagement by NitroMed (i) “independent” with respect to NitroMed within the meaning of Regulation S-X and (ii) in

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compliance with subsections (g) through (l) of Section 10A of the Exchange Act (to the extent applicable) and the related rules of the SEC and the public company accounting oversight board, in each case as such subsections and rules apply to Ernst & Young LLP’s engagement with NitroMed.

3.5  Absence of Changes.  Since September 30, 2008:

(a) there has not been any NitroMed Material Adverse Effect, and no event has occurred that will, or would reasonably be expected to, result in a NitroMed Material Adverse Effect;

(b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of NitroMed or any NitroMed Subsidiary (whether or not covered by insurance);

(c) NitroMed has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its capital stock, and has not repurchased, redeemed or otherwise reacquired any shares of its capital stock or other securities;

(d) NitroMed has not sold, issued, granted or authorized the issuance of (i) any capital stock or other securities of NitroMed; (ii) any option, call or right to acquire any capital stock or any other security of NitroMed; (iii) any instrument convertible into or exchangeable for any capital stock or other security of NitroMed; or (iv) reserved for issuance any additional grants or shares under the NitroMed Option Plans or the 2003 Employee Stock Purchase Plan;

(e) NitroMed has not amended or waived any of its rights under, or permitted the acceleration of vesting under, the NitroMed Option Plans, the 2003 Employee Stock Purchase Plan, any NitroMed Option or agreement evidencing or relating to any outstanding stock option or warrant, any restricted stock purchase agreement, or any other Contract evidencing or relating to any equity award;

(f) there has been no amendment to the certificate of incorporation or bylaws of NitroMed or any NitroMed Subsidiary and NitroMed has not effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

(g) NitroMed has not formed any NitroMed Subsidiary or acquired any equity interest or other interest in any other Entity;

(h) neither NitroMed nor any NitroMed Subsidiary has made any capital expenditure which, when added to all other capital expenditures made on behalf of NitroMed or any NitroMed Subsidiary exceeds $100,000;

(i) neither NitroMed nor any NitroMed Subsidiary has (i) entered into or permitted any of the assets owned or used by it to become bound by any Contract that contemplates or involves (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 in the aggregate, or (B) the purchase or sale of any product, or performance of services by or to NitroMed or any NitroMed Subsidiary having a value in excess of $100,000 in the aggregate, or (ii) waived any right or remedy under any Contract other than in the Ordinary Course of Business, or amended or prematurely terminated any Contract;

(j) neither NitroMed nor any NitroMed Subsidiary has (i) acquired, leased or licensed any right or other asset from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any right or other asset to any other Person, or (iii) waived or relinquished any right, except for immaterial rights or immaterial assets acquired, leased, licensed or disposed of in the Ordinary Course of Business;

(k) neither NitroMed nor any NitroMed Subsidiary has written off as uncollectible, or established any extraordinary reserve (as such terms are used in accordance with GAAP) with respect to, any account receivable or other indebtedness;

(l) neither NitroMed nor any NitroMed Subsidiary has made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any material Encumbrance, except for pledges of immaterial assets made in the Ordinary Course of Business;

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(m) neither NitroMed nor any NitroMed Subsidiary has (i) lent money to any Person (other than pursuant to routine travel advances made to employees in the Ordinary Course of Business), or (ii) incurred or guaranteed any indebtedness for borrowed money in the aggregate in excess of $50,000 or (iii) issued or sold any debt securities or options, warrants, calls or similar rights to acquire any debt securities of NitroMed or any NitroMed Subsidiary;

(n) neither NitroMed nor any NitroMed Subsidiary has (i) established or adopted any employee benefit plan, (ii) paid any bonus or made any profit sharing, incentive compensation or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees with an annual salary in excess of $175,000, or (iii) hired any new employee having an aggregate salary in excess of $100,000;

(o) neither NitroMed nor any NitroMed Subsidiary has changed any of its personnel policies or other business policies, or any of its methods of accounting or accounting practices in any material respect;

(p) NitroMed has not made any material Tax election;

(q) neither NitroMed nor any NitroMed Subsidiary has threatened, commenced or settled any Legal Proceeding;

(r) neither NitroMed nor any NitroMed Subsidiary has entered into any transaction or taken any other action outside the Ordinary Course of Business, other than entering into this Agreement and the Contemplated Transactions;

(s) neither NitroMed nor any NitroMed Subsidiary has paid, discharged or satisfied any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge or satisfaction of non-material amounts in the Ordinary Course of Business or as required by any NitroMed or NitroMed Subsidiary Contract or Legal Requirement; and

(t) neither NitroMed nor any NitroMed Subsidiary has agreed to take, or committed to take, any of the actions referred to in clauses “(c)” through “(s)” above.

3.6  Liabilities; Fees, Costs and Expenses.

(a) Neither NitroMed nor any NitroMed Subsidiary has any accrued, contingent or other liabilities of any nature, either matured or unmatured (whether or not required to be reflected in financial statements in accordance with GAAP, and whether due or to become due), except for: (i) liabilities identified in NitroMed’s balance sheet included in its Form 10-K for the year ended December 31, 2007 (the “NitroMed Balance Sheet”) or any subsequent interim or full-year balance sheet filed by NitroMed with the SEC subsequent to December 31, 2007, or otherwise described in NitroMed’s Form 10-K for the year ended December 31, 2007; (ii) liabilities that have been incurred since December 31, 2007 (or the date of any subsequent interim or full-year balance sheet filed by NitroMed with the SEC subsequent to December 31, 2007) in the Ordinary Course of Business; (iii) liabilities which have arisen since the date of the NitroMed Balance Sheet in the Ordinary Course of Business and (iv) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

(b) The total amount of all fees, costs and expenses (including any attorney’s, accountant’s, financial advisor’s or finder’s fees) incurred by or for the benefit of NitroMed or any NitroMed Subsidiary in connection with (i) any due diligence conducted by NitroMed with respect to the Merger, (ii) the negotiation, preparation and review of this Agreement (including the NitroMed Disclosure Schedule) and all agreements contemplated by this Agreement and opinions delivered or to be delivered in connection with the Contemplated Transactions, (iii) the preparation and submission of any filing or notice required to be made or given in connection with any of the Contemplated Transactions, (iv) the obtaining of any Consent required to be obtained in connection with any Contemplated Transactions hereby, and (v) otherwise in connection with the Merger and the Contemplated Transactions, will, in the good faith estimate of NitroMed reasonably exercised, aggregate approximately the amount set forth in Part 3.6(b) of the NitroMed Disclosure Schedule.

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3.7  Compliance with Legal Requirements.  NitroMed and each NitroMed Subsidiary are, and since January 1, 2005 have been, in compliance in all material respects with all applicable Legal Requirements. NitroMed has not received, since January 1, 2005, any written notice or other communication from any Governmental Body or any other Person regarding (a) any actual, alleged, possible or potential material violation of, or material failure to comply with, any Legal Requirement, or (b) any actual, alleged, possible or potential material obligation on the part of NitroMed or the applicable NitroMed Subsidiary to undertake, or to bear all, or any portion of the cost of, any material cleanup or any material remedial, corrective or responsive action of any nature. NitroMed has delivered or made available to Archemix an accurate and complete copy of each report, study, survey or other document to which NitroMed or any NitroMed Subsidiary has access that addresses or otherwise relates to the compliance or non-compliance of NitroMed and any NitroMed Subsidiary with, or the applicability to NitroMed or any NitroMed Subsidiary of, any Legal Requirement. To the Knowledge of NitroMed, no Governmental Body has proposed or is considering any Legal Requirement that, if adopted or otherwise put into effect, (a) will, or would reasonably be expected to, result in a NitroMed Material Adverse Effect, (b) may have a material adverse effect on NitroMed’s ability to comply with or perform any covenant or obligation under this Agreement or the Related Agreements, or (c) may have the materially effect of preventing, delaying, making illegal or otherwise interfering with the Merger or any of the Contemplated Transactions.

3.8  Governmental Authorizations.  Part 3.8 of the NitroMed Disclosure Schedule identifies each Governmental Authorization held by NitroMed, and NitroMed has delivered or made available to NitroMed accurate and complete copies of all Governmental Authorizations identified in Part 3.8 of the NitroMed Disclosure Schedule. The Governmental Authorizations identified in Part 3.8 of the NitroMed Disclosure Schedule are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary to enable NitroMed to conduct its business in the manner in which its business is currently being conducted and is proposed to be conducted. NitroMed is in compliance in all material respects with the terms and requirements of the respective Governmental Authorizations identified in Part 3.8 of the NitroMed Disclosure Schedule. NitroMed has not since January 1, 2007 received any written notice or other written communication from any Governmental Body regarding (a) any actual or possible material violation of or material failure to comply with any term or requirement of any Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Governmental Authorization.

3.9  Equipment; Leasehold.

(a) All items of equipment and other tangible assets owned by or leased to NitroMed or any NitroMed Subsidiary (i) are adequate for the uses to which they are being put and (ii) are adequate for the conduct of NitroMed’s business in the manner in which such business is currently being conducted and as it is currently proposed to be conducted.

(b) Neither NitroMed nor any NitroMed Subsidiary owns any real property or any interest in real property, except for the leasehold interest created under the real property leases identified in Part 3.9(b) of the NitroMed Disclosure Schedule.

3.10  Intellectual Property.

(a) Part 3.10(a) of the NitroMed Disclosure Schedule accurately identifies and describes each proprietary product or service that has been developed or has been commercially sold by NitroMed or a NitroMed Subsidiary within the last five (5) years and any product or service that is currently under development or that is currently commercially sold by NitroMed or a NitroMed Subsidiary.

(b) Part 3.10(b) of the NitroMed Disclosure Schedule accurately identifies (i) each item of NitroMed Registered IP in which NitroMed or a NitroMed Subsidiary has or purports to have an ownership interest of any nature; (ii) the jurisdiction in which such item of NitroMed Registered IP has been registered or filed and the applicable registration or serial number; and (iii) any other Person that, to the Knowledge of NitroMed, may have an ownership interest in such item of NitroMed Registered IP and the nature of such ownership interest, NitroMed has delivered or made available to Archemix complete and accurate copies of all

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applications and correspondence associated with the obtaining and maintenance of NitroMed IP Rights to or from a Governmental Body related to each such item of NitroMed Registered IP.

(c) Part 3.10(c) of the NitroMed Disclosure Schedule accurately identifies (i) all NitroMed IP Rights licensed to NitroMed or a NitroMed Subsidiary (other than any non-customized software that (A) is so licensed solely in executable or object code form pursuant to a non-exclusive, internal use software license and (B) is not incorporated into, or used directly in the development, manufacturing, or distribution of, any of NitroMed’s products or services); (ii) the corresponding NitroMed Contracts pursuant to which such NitroMed IP Rights are licensed to NitroMed or a NitroMed Subsidiary; and (iii) whether the license or licenses granted to NitroMed or a NitroMed Subsidiary are exclusive or non-exclusive.

(d) Part 3.10(d) of the NitroMed Disclosure Schedule accurately identifies each NitroMed or a NitroMed Subsidiary Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any NitroMed IP Rights.

(e) NitroMed has delivered or made available to Archemix a complete and accurate copy of each standard form of NitroMed IP Rights Agreement used by NitroMed or a NitroMed Subsidiary, including each standard form of (i) license agreement; (ii) employee agreement containing intellectual property assignment or license of NitroMed IP Rights or any confidentiality provision; (ii) consulting or independent contractor agreement containing intellectual property assignment or license of NitroMed IP Rights or any confidentiality provision; and (iii) confidentiality or nondisclosure agreement.

(f) NitroMed exclusively owns all right, title, and interest to and in NitroMed IP Rights (other than NitroMed IP Rights licensed to NitroMed, as identified in Part 3.10(c) of the NitroMed Disclosure Schedule) free and clear of any liens. Without limiting the generality of the foregoing:

(i) To the Knowledge of NitroMed, all documents and instruments necessary to apply for NitroMed Registered IP have been validly executed, delivered, and filed in a timely manner with the appropriate Governmental Body.

(ii) To the Knowledge of NitroMed, each Person who is or was an employee or contractor of NitroMed or a NitroMed Subsidiary and who is or was involved in the creation or development of any NitroMed IP Rights has signed or has the obligation to sign a valid, enforceable agreement obligating the assignment of Intellectual Property to NitroMed and confidentiality provisions protecting trade secrets and confidential information of NitroMed. To the Knowledge of NitroMed, no current or former stockholder, officer, director, or employee of NitroMed or a NitroMed Subsidiary has any claim, right (whether or not currently exercisable), or interest to or in any NitroMed IP Rights. To the Knowledge of NitroMed, no employee of NitroMed or a NitroMed Subsidiary is (a) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties for NitroMed or (b) in breach of any Contract with any former employer or other Person concerning NitroMed IP Rights or confidentiality provisions protecting trade secrets and confidential information in NitroMed IP Rights.

(iii) NitroMed has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information that NitroMed holds, or purports to hold, as a trade secret.

(iv) NitroMed has not assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any NitroMed IP Rights to any other Person.

(v) NitroMed is not now nor has it ever been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate NitroMed to grant or offer to any other Person any license or right to any NitroMed IP Rights.

(g) To NitroMed’s Knowledge, all NitroMed Registered IP is valid and enforceable. Without limiting the generality of the foregoing, to NitroMed’s Knowledge:

(i) Each U.S. patent application and U.S. patent in which NitroMed or a NitroMed Subsidiary has or purports to have an ownership interest was filed within one year of the first printed publication, public

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use, or offer for sale of each invention claimed in the U.S. patent application or U.S. patent. Each foreign patent application and foreign patent in which NitroMed or a NitroMed Subsidiary has or purports to have an ownership interest was filed or claims priority to a patent application filed prior to each invention claimed in the foreign patent application or foreign patent being first made available to the public.

(ii) No registered trademark or trade name owned, used, or applied for by NitroMed conflicts or interferes with any registered trademark or trade name owned, used, or applied for by any other Person. None of the goodwill associated with or inherent in any registered trademark in which NitroMed or a NitroMed Subsidiary has or purports to have an ownership interest has been impaired.

(iii) Each item of NitroMed IP Rights that is NitroMed Registered IP is and at all times has been filed and maintained, as applicable, in compliance with all applicable Legal Requirements.

(iv) No interference, opposition, reissue, reexamination, or other proceeding is pending or threatened, in which the scope, validity, or enforceability of any NitroMed IP Rights is being, has been, or could reasonably be expected to be contested or challenged.

(h) Part 3.10(h) of the NitroMed Disclosure Schedule accurately identifies, and NitroMed has delivered or made available to Archemix a complete and accurate copy of, each letter that has been sent or otherwise delivered in the last five (5) years by or to NitroMed or a NitroMed Subsidiary or any director or officer of NitroMed or a NitroMed Subsidiary to a third party regarding any actual, alleged, or suspected infringement or misappropriation of any NitroMed IP Rights, and provides a brief description of the current status of the matter referred to in such letter, communication, or correspondence.

(i) Neither the execution, delivery, or performance of this Agreement (or any of the agreements contemplated by this Agreement) nor the consummation of any of the Contemplated Transactions will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (a) a loss of, or Encumbrance on, any NitroMed IP Rights; (b) a breach by NitroMed or a NitroMed Subsidiary of any license agreement listed or required to be listed in Part 3.10(c) of the NitroMed Disclosure Schedule; (c) the release, disclosure, or delivery of any NitroMed IP Rights by or to any escrow agent or other Person; or (d) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any of NitroMed IP Rights.

(j) NitroMed has made available to Archemix the identity of the third-party patents and patent applications found during all freedom to operate searches that were conducted by NitroMed or a NitroMed Subsidiary. Except as disclosed therein, to NitroMed’s Knowledge, NitroMed or a NitroMed Subsidiary has never infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated any Intellectual Property rights of any other Person. Without limiting the generality of the foregoing, except as disclosed in the freedom to operate searches made available to Archemix pursuant to this Section 3.10(j), to NitroMed’s Knowledge:

(i) No product or service that has been developed or that is being commercially sold by NitroMed as specified in Part 3.10(a) of the NitroMed Disclosure Schedule, nor the performance of making, using, selling or offering for sale or importation of any such product or service, has infringed, misappropriated, or otherwise violated the Intellectual Property rights of any other Person.

(ii) No infringement, misappropriation, or similar claim or Legal Proceeding related to the infringement, misappropriation or other violation of the Intellectual Property rights of any other Person is pending or threatened against NitroMed, a NitroMed Subsidiary or against any other Person who may be entitled to be indemnified, defended, held harmless, or reimbursed by NitroMed with respect to such claim or Legal Proceeding.

(iii) NitroMed has never assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another Person for infringement, misappropriation, or violation of any Intellectual Property right.

(k) No claim or Legal Proceeding involving any NitroMed IP Rights is pending or, to NitroMed’s Knowledge, has been threatened, except for any such claim or Legal Proceeding that, if adversely determined,

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would not adversely affect (i) the use or exploitation of NitroMed IP Rights by NitroMed or a NitroMed Subsidiary, or (ii) the manufacturing, distribution, or sale of any product or service being developed by NitroMed or a NitroMed Subsidiary, or that is being commercially sold by NitroMed or a NitroMed Subsidiary.

3.11  Contracts.

(a) Part 3.11(a) of the NitroMed Disclosure Schedule identifies each NitroMed Contract, including:

(i) each NitroMed Contract relating to the employment of, or the performance of employment-related services by, any Person, including any employee, consultant or independent contractor;

(ii) each NitroMed Contract relating to the acquisition, transfer, use, development, sharing or license of any technology or any Intellectual Property or NitroMed IP Rights;

(iii) each NitroMed Contract imposing any restriction on NitroMed’s or any NitroMed Subsidiary’s right or ability (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to, or perform any services for, any other Person or to transact business or deal in any other manner with any other Person, or (C) develop or distribute any technology;

(iv) each NitroMed Contract creating or involving any agency relationship, distribution arrangement or franchise relationship;

(v) each NitroMed Contract involving or incorporating any guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement;

(vi) each NitroMed Contract creating or relating to any collaboration or joint venture or any sharing of technology, revenues, profits, losses, costs or liabilities, including NitroMed Contracts involving investments by NitroMed in, or loans by NitroMed to, any other Entity;

(vii) each NitroMed Contract relating to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, or otherwise involving as a counterparty, any NitroMed Related Party;

(viii) each NitroMed Contract relating to indebtedness for borrowed money;

(ix) each NitroMed Contract related to the acquisition or disposition of material assets of NitroMed or any NitroMed Subsidiary or any other Person;

(x) any other NitroMed Contract that (i) has a term of more than 60 days and that may not be terminated by NitroMed (without penalty) within 60 days after the delivery of a termination notice by NitroMed or (ii) that contemplates or involves (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 in the aggregate, or (B) the purchase or sale of any product, or performance of services by or to NitroMed having a value in excess of $100,000 in the aggregate;

(xi) each NitroMed Contract constituting a commitment of any Person to purchase products (including products in development) of NitroMed or any NitroMed Subsidiary; and

(xii) each NitroMed Contract with any Person, including without limitation any financial advisor, broker, finder, investment banker or other Person, providing advisory services to NitroMed or any NitroMed Subsidiary in connection with the Contemplated Transactions.

(b) NitroMed has delivered or made available to Archemix accurate and complete (except for applicable redactions thereto) copies of all material written NitroMed Contracts, including all amendments thereto. Each NitroMed Contract is valid and in full force and effect, is enforceable by NitroMed or the applicable NitroMed Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law), except to the extent

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that (A) they have previously expired in accordance with their terms or (B) the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have an NitroMed Material Adverse Effect.

(c) Neither NitroMed nor any NitroMed Subsidiary has materially violated or breached, or committed any material default under, any NitroMed Contract, and, to the Knowledge of NitroMed, no other Person has violated or breached, or committed any default under, any NitroMed Contract which would reasonably expected to have a NitroMed Material Adverse Effect.

(d) Neither NitroMed nor any NitroMed Subsidiary has received any written notice or other communication regarding any actual or possible violation or breach of, or default under, any NitroMed Contract.

(e) Part 3.11(e) of the NitroMed Disclosure Schedule identifies and provides a brief description of each proposed Contract as to which any bid, offer, award, written proposal, term sheet or similar document has been submitted or received by NitroMed (other than term sheets provided by NitroMed or to NitroMed by any third party related to the subject matter of this transaction).

(f) Part 3.11(f) of the NitroMed Disclosure Schedule provides an accurate and complete list of all Consents required under any NitroMed Contract to consummate the Merger and the other Contemplated Transactions.

3.12  Tax Matters.

(a) All Tax Returns required to be filed by or on behalf of NitroMed or any NitroMed Subsidiary with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the “NitroMed Returns”) (i) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (ii) have been, or will be when filed, accurately and completely prepared in all material respects. All Taxes due on or before the Closing Date have been or will be paid on or before the Closing Date. NitroMed has delivered or made available to Archemix accurate and complete copies of all NitroMed Returns filed which has been requested by Archemix. NitroMed shall establish in its books and records, in the Ordinary Course of Business, reserves adequate for the payment of all unpaid Taxes by NitroMed or any NitroMed Subsidiary for the period from January 1, 2008 through the Closing Date.

(b) The audited consolidated balance sheets of NitroMed as of December 31, 2005, 2006 and 2007 and the unaudited balance sheet of NitroMed as of September 30, 2008 fully accrue all liabilities for unpaid Taxes with respect to all periods through the dates thereof in accordance with GAAP.

(c) No NitroMed Return has been examined or audited by any Governmental Body within the past ten (10) years and no examination or audit of any NitroMed Return is currently in progress or, to the Knowledge of NitroMed, threatened or contemplated. NitroMed has delivered or made available to Archemix accurate and complete copies of all audit reports, private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of NitroMed or any NitroMed Subsidiary relating to NitroMed Returns within the past ten (10) years. Within the past ten (10) years, no extension or waiver of the limitation period applicable to any of the NitroMed Returns has been granted (by NitroMed, any NitroMed Subsidiary or any other Person), and no such extension or waiver has been requested from NitroMed or any NitroMed Subsidiary. All Taxes that NitroMed was required by law to withhold or collect within the past ten (10) years have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Body. Neither NitroMed nor any NitroMed Subsidiary has executed or filed any power of attorney with any taxing authority within the past ten (10) years.

(d) No claim or Legal Proceeding is pending or, to the Knowledge of NitroMed, has been threatened against or with respect to NitroMed or any NitroMed Subsidiary in respect of any Tax. There are no unsatisfied liabilities for Taxes with respect to any notice of deficiency or similar document received by NitroMed or any NitroMed Subsidiary with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by NitroMed or the

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applicable NitroMed Subsidiary and with respect to which adequate reserves for payment have been established). There are no liens for Taxes upon any of the assets of NitroMed or any NitroMed Subsidiary except liens for current Taxes not yet due and payable. Neither NitroMed nor any NitroMed Subsidiary has entered into or become bound by any agreement or consent pursuant to Section 341(f) of the Code. NitroMed has not been, and NitroMed will not be, required to include any adjustment in taxable income for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing Date.

(e) Neither NitroMed nor any NitroMed Subsidiary has (i) ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing (or which it has been required to file) a consolidated federal income Tax Return (other than a group of which only NitroMed and NitroMed Subsidiaries were members), (ii) any liability for the Taxes of any person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, or otherwise, and (iii) ever been a party to any joint venture, collaboration, partnership or other agreement that could be treated as a partnership for Tax purposes. Neither NitroMed nor any NitroMed Subsidiary is or has ever been, a party to or bound by any Tax indemnity agreement, Tax-sharing agreement, Tax allocation agreement or similar Contract. Neither NitroMed nor any NitroMed Subsidiary has been either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (y) in the two years prior to the date of this Agreement or (z) which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

(f) None of the assets of NitroMed or any NitroMed Subsidiary (i) is property that is required to be treated as being owned by any other Person pursuant to the provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, (ii) is “tax-exempt use property” within the meaning of Section 168(h) of the Code, (iii) directly or indirectly secures any debt the interest on which is tax exempt under Section 103(a) of the Code, or (iv) is subject to a lease under Section 7701(h) of the Code or under any predecessor section.

(g) Neither NitroMed nor any NitroMed Subsidiary has ever participated in an international boycott as defined in Section 999 of the Code.

(h) No NitroMed Subsidiary is or has been a passive foreign investment company within the meaning of Sections 1291-1297 of the Code.

(i) Neither NitroMed nor any NitroMed Subsidiary has incurred (or been allocated) an “overall foreign loss” as defined in Section 904(f)(2) of the Code which has not been previously recaptured in full as provided in Sections 904(f)(1) and/or 904(f)(3) of the Code.

(j) Neither NitroMed nor any NitroMed Subsidiary is a party to a gain recognition agreement under Section 367 of the Code.

(k) Neither NitroMed nor any NitroMed Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) deferred intercompany gain or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax law), (ii) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date, (iii) installment sale or other open transaction disposition made on or prior to the Closing Date, or (iv) prepaid amount received on or prior to the Closing Date.

(l) Neither NitroMed nor any NitroMed Subsidiary is or ever has been a party to a transaction or agreement that is in conflict with the Tax rules on transfer pricing in any relevant jurisdiction.

(m) Section 3.12(m) of the NitroMed Disclosure Schedule sets forth a complete and accurate list of any NitroMed Subsidiaries for which a “check-the-box” election under Section 7701 has been made.

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(n) Neither NitroMed nor any NitroMed Subsidiary has engaged in any “listed transaction” for purposes of Treasury Regulation sections 1.6011-4(b)(2) or 301.6111-2(b)(2) or any analogous provision of state or local law.

(o) Neither NitroMed nor any NitroMed Subsidiary has taken any action or has failed to take any action or has Knowledge of any fact, agreement, plan or other circumstance that would cause the Merger to fail to qualify as a reorganization with the meaning of Section 368(a) of the Code.

3.13  Employee and Labor Matters; Benefit Plans.

(a) Part 3.13(a) of the NitroMed Disclosure Schedule accurately sets forth, with respect to each employee of NitroMed or any NitroMed Subsidiary (including any employee of NitroMed or any NitroMed Subsidiary who is on a leave of absence) with an annual base salary in excess of $175,000:

(i) the name of such employee and the date as of which such employee was originally hired by NitroMed or any NitroMed Subsidiary;

(ii) such employee’s title;

(iii) the aggregate dollar amount of the wages, salary, and bonuses received by such employee from NitroMed or any NitroMed Subsidiary with respect to services performed in 2007;

(iv) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with NitroMed’s business or any NitroMed Subsidiary’s business;

(v) to the Knowledge of NitroMed, such employee’s citizenship status (whether such employee is a U.S. citizen or otherwise) and, with respect to non-U.S. citizens, identifies the visa or other similar Permit under which such employee is working for NitroMed or any NitroMed Subsidiary and the dates of issuance and expiration of such visa or other Permits; and

(vi) such employee’s primary office location.

(b) Except as required by COBRA, Part 3.13(b) of the NitroMed Disclosure Schedule accurately identifies each former employee of NitroMed or any NitroMed Subsidiary who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (from NitroMed or any NitroMed Subsidiary) relating to such former employee’s employment with NitroMed or any NitroMed Subsidiary; and Part 3.13(b) of the NitroMed Disclosure Schedule accurately describes such benefits.

(c) The employment of NitroMed’s and each NitroMed Subsidiary’s employees is terminable by NitroMed or the applicable NitroMed Subsidiary at will. NitroMed has delivered or made available to Archemix accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials governing the terms and conditions of the employment of the employees of NitroMed or any NitroMed Subsidiary.

(d) To the Knowledge of NitroMed:

(i) no Key Employee of NitroMed or any NitroMed Subsidiary intends to terminate his employment with NitroMed or the applicable NitroMed Subsidiary;

(ii) no Key Employee of NitroMed or any NitroMed Subsidiary has received an offer that remains outstanding to join a business that may be competitive with NitroMed’s or any NitroMed Subsidiary’s business; and

(iii) no employee of NitroMed or any NitroMed Subsidiary is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of NitroMed or the applicable NitroMed Subsidiary; or (B) NitroMed’s or any NitroMed Subsidiary’s business or operations.

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(e) Neither NitroMed nor any NitroMed Subsidiary is a party to or bound by, and neither NitroMed nor any NitroMed Subsidiary has ever been a party to or bound by any union contract, collective bargaining agreement or similar Contract.

(f) To the Knowledge of NitroMed, neither NitroMed nor any NitroMed Subsidiary is engaged in any unfair labor practice, and there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting NitroMed or any NitroMed Subsidiary, since January 1, 2005. To the Knowledge of NitroMed, there are no actions, suits, claims, labor disputes or grievances pending relating to any labor, safety, wage/hour or discrimination matters involving any employee of NitroMed or any NitroMed Subsidiary, including, without limitation, charges of unfair labor practices or discrimination complaints. To the Knowledge of NitroMed, the consummation of the Merger or any of the other Contemplated Transactions will not have a material adverse effect on NitroMed or any NitroMed Subsidiary’s labor relations.

(g) Part 3.13(g) of the NitroMed Disclosure Schedule lists any independent contractors who have provided services to NitroMed or any NitroMed Subsidiary for a period of six consecutive months or longer since January 1, 2005.

(h) Part 3.13(h) of the NitroMed Disclosure Schedule identifies each NitroMed Plan sponsored, maintained, contributed to or required to be contributed to by NitroMed or any NitroMed Subsidiary for the benefit of any current or former employee of NitroMed or any NitroMed Subsidiary. Except to the extent required to comply with Legal Requirements, neither NitroMed nor any NitroMed Subsidiary intends or has committed to establish or enter into any new NitroMed Plan, or to modify any NitroMed Plan.

(i) NitroMed has delivered or made available to Archemix: (i) correct and complete copies of all documents setting forth the terms of each NitroMed Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each NitroMed Plan; (iii) if the NitroMed Plan is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, the most recent annual actuarial and funding report for such NitroMed Plan; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each NitroMed Plan; (v) all material written Contracts relating to each NitroMed Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any employee of NitroMed or any NitroMed Subsidiary relating to any NitroMed Plan and any proposed NitroMed Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to NitroMed or any NitroMed Subsidiary; (vii) all material correspondence to or from any Governmental Body relating to any NitroMed Plan; (viii) the form of all COBRA forms and related notices; (ix) all insurance policies in the possession of NitroMed or any NitroMed Subsidiary pertaining to fiduciary liability insurance covering the fiduciaries for each NitroMed Plan; (x) all discrimination tests required under the Code for each NitroMed Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent Internal Revenue Service determination or opinion letter issued with respect to each NitroMed Plan intended to be qualified under Section 401(a) of the Code.

(j) NitroMed and each NitroMed Subsidiary has performed all material obligations required to be performed by it under each NitroMed Plan and is not in default under or violation of, and NitroMed has no Knowledge of any default under or violation by any other party of, the terms of any NitroMed Plan. Each NitroMed Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any NitroMed Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and nothing has occurred since the issuance of such that would reasonably be expected to cause the loss of such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any NitroMed Plan subject to ERISA or Section 4975 of the Code that would reasonably be expected to result in material liability to

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NitroMed or any NitroMed Subsidiary. There are no claims or Legal Proceedings pending, or, to the Knowledge of NitroMed, threatened or reasonably anticipated (other than routine claims for benefits), against any NitroMed Plan or against the assets of any NitroMed Plan. Each NitroMed Plan (other than any NitroMed Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Archemix, NitroMed, any NitroMed Subsidiary or the Surviving Corporation (other than ordinary administration expenses). There are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of NitroMed, threatened by any Governmental Body with respect to any NitroMed Plan. Neither NitroMed nor any NitroMed Subsidiary has ever incurred any penalty or tax with respect to any NitroMed Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. NitroMed and each NitroMed Subsidiary have made all contributions and other payments required by and due under the terms of each NitroMed Plan.

(k) Neither NitroMed nor any NitroMed Subsidiary has ever maintained, established, sponsored, participated in, or contributed to any: (i) Pension Plan subject to Title IV of ERISA; (ii) multiple employer plan subject to Section 413 of the Code; (iii) multiemployer plan within the meaning of Section (3)(37) of ERISA; (iv) multiple employer welfare arrangement subject to Section 3(40) of ERISA, or (v) a program or arrangement subject to Section 419, 419A or 501(c)(9) of the Code. NitroMed has never maintained, established, sponsored, participated in or contributed to, any Pension Plan in which stock of NitroMed is or was held as a plan asset. NitroMed has never maintained a Pension Plan or multiemployer plan, or the equivalent thereof, in a foreign jurisdiction (a “NitroMed Foreign Plan”).

(l) No NitroMed Plan provides (except at no cost to NitroMed or any NitroMed Subsidiary) or reflects or represents any liability of NitroMed or any NitroMed Subsidiary to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to NitroMed or any NitroMed Subsidiary, neither NitroMed nor any NitroMed Subsidiary has ever represented, promised or contracted (whether in oral or written form) to any employee of NitroMed or any NitroMed Subsidiary (either individually or to employees of NitroMed or any NitroMed Subsidiary as a group) or any other Person that such employee(s) or other Person would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements.

(m) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any NitroMed Plan, NitroMed Contract, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employees of NitroMed or any NitroMed Subsidiary.

(n) To the Knowledge of NitroMed, NitroMed and all NitroMed Subsidiaries: (i) are in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to their employees; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to their employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable to the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for their employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the Knowledge of NitroMed, threatened claims or Legal Proceedings against NitroMed or any NitroMed Subsidiary under any worker’s compensation policy or long-term disability policy.

(o) Neither NitroMed nor any NitroMed Subsidiary is required to be, and, to the Knowledge of NitroMed, has not ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Neither NitroMed nor any

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NitroMed Subsidiary has ever been a member of an “affiliated service group” within the meaning of Section 414(m) of the Code. To the Knowledge of NitroMed, neither NitroMed nor any NitroMed Subsidiary has ever made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in “withdrawal liability,” as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA).

(p) To the Knowledge of NitroMed, no officer or employee of NitroMed or any NitroMed Subsidiary is subject to any injunction, writ, judgment, decree, or order of any court or other Governmental Body that would interfere with such employee’s efforts to promote the interests of NitroMed or any NitroMed Subsidiary, or that would interfere with the business of NitroMed or any NitroMed Subsidiary. To the Knowledge of NitroMed, neither the execution nor the delivery of this Agreement, nor the carrying on of the business of NitroMed or any NitroMed Subsidiary as presently conducted nor any activity of any employees of NitroMed or any NitroMed Subsidiary in connection with the carrying on of the business of NitroMed or any NitroMed Subsidiary as presently conducted will, to the Knowledge of NitroMed, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any employee of NitroMed or any NitroMed Subsidiary may be bound.

(q) There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of NitroMed or any NitroMed Subsidiary that, considered individually or considered collectively with any other such Contracts and/or other events, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code. Neither NitroMed nor any NitroMed Subsidiary is a party to any Contract, nor does NitroMed or any NitroMed Subsidiary have any obligation (current or contingent), to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code.

(r) No holder of shares of NitroMed Common Stock holds shares of NitroMed Common Stock that are non-transferable and subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code with respect to which a valid election under Section 83(b) of the Code has not been made and were not acquired on the exercise of an incentive stock option as defined in Section 422 of the Code.

(s) Any NitroMed employee plan, including, without limitation, any and all salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement and any plans described in 3(3) of ERISA (collectively, the “NitroMed Plans”, and each individually a “NitroMed Plan”) sponsored, maintained, contributed to or required to be contributed to by NitroMed or any NitroMed Subsidiary for the benefit of any employee of NitroMed or any NitroMed Subsidiary and which is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code and the proposed regulations and other guidance issued with respect thereto so as to avoid any additional Tax pursuant to Section 409A(a)(1)(B)(i)(II) of the Code. No NitroMed Options, restricted stock awards, stock appreciation rights to other awards based on the capital stock of NitroMed constitutes “deferred compensation” within the meaning of Section 409A.

3.14  Environmental Matters.  NitroMed and each NitroMed Subsidiary is in compliance in all material respects with all applicable Environmental Laws, which compliance includes the possession by NitroMed and each NitroMed Subsidiary of all Permits and other Governmental Authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof. Neither NitroMed nor any NitroMed Subsidiary has received since January 1, 2007 any written notice, whether from a Governmental Body, citizens group, employee or otherwise, that alleges that NitroMed or any NitroMed Subsidiary is not in compliance with any Environmental Law, and, to the Knowledge of NitroMed, there are no circumstances that may prevent or interfere with NitroMed’s or any NitroMed Subsidiary’s compliance with any Environmental Law as currently enacted. To the Knowledge of NitroMed, no current owner of any property leased or controlled by NitroMed or any NitroMed Subsidiary has received since January 1, 2003 any written notice

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relating to property owned or leased at any time by NitroMed, whether from a Governmental Body, citizens group, employee or otherwise, that alleges that such current owner or NitroMed or any NitroMed Subsidiary is not in compliance with or violated any Environmental law relating to such property. All Governmental Authorizations currently held by NitroMed or any NitroMed Subsidiary pursuant to Environmental Laws are identified in Part 3.14 of the NitroMed Disclosure Schedule.

3.15  Insurance.  NitroMed maintains insurance policies with reputable insurance carriers against all risks of a character as usually insured against, and in such coverage amounts as are usually maintained, by similarly situated companies in the same or similar businesses. Part 3.15 of the NitroMed Disclosure Schedule sets forth each insurance policy (including general liability, worker’s compensation and employee liability, directors and officers insurance, employee benefits liability, product liability, clinicial trial insurance, crime, non-owned and hired automobile liability, and property, including business income and extra expense and change in controlled environment coverages) to which NitroMed is a party. Each such insurance policy is in full force and effect. Since January 1, 2007, NitroMed has not received any written notice or other communication regarding any actual or possible (a) cancellation or invalidation of any insurance policy, (b) refusal of any coverage or rejection of any claim under any insurance policy, or (c) material adjustment in the amount of the premiums payable with respect to any insurance policy.

3.16  Title to Assets; Bank Accounts; Receivables.

(a) Each of NitroMed and any NitroMed Subsidiary owns, and has good, valid and marketable title to, all assets purported to be owned by it. All of such assets are owned by NitroMed and any NitroMed free and clear of any material Encumbrances, except for (a) any lien for current Taxes not yet due and payable, (b) liens which secure a payment not yet due that arises, and is customarily discharged, in the Ordinary Course of Business, (c) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course of Business and (d) liens that have arisen in the Ordinary Course of Business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto.

(b) Part 3.16(b) of the NitroMed Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of NitroMed or any NitroMed Subsidiary at any bank or other financial institution, including the name of the bank or financial institution, the account number, the balance as of the date hereof and the names of all individuals authorized to draw on or make withdrawals from such accounts.

(c) All existing accounts receivable of NitroMed or any NitroMed Subsidiary (including those accounts receivable reflected on the NitroMed Balance Sheet that have not yet been collected and those accounts receivable that have arisen since the date of the NitroMed Balance Sheet and have not yet been collected) (i) represent valid obligations of customers of NitroMed or any NitroMed Subsidiary arising from bona fide transactions entered into in the Ordinary Course of Business, and (ii) are current and are expected to be collected in full when due, without any counterclaim or set off, net of applicable reserves for bad debts on the unaudited interim consolidated balance sheet for NitroMed as of September 30, 2008 delivered or made available to Merger Partner prior to the date of this Agreement.

3.17  Legal Proceedings; Orders.  Except as described in the NitroMed SEC Documents, there is no pending Legal Proceeding, and to the Knowledge of NitroMed, no Person has threatened to commence any Legal Proceeding: (i) that involves NitroMed or any NitroMed Subsidiary or any assets owned or used by NitroMed or any NitroMed Subsidiary or any Person whose liability NitroMed or any NitroMed Subsidiary has or may have retained or assumed, either contractually or by operation of law claiming damages, which, if adversely determined, would reasonably be expected to have a NitroMed Material Adverse Effect; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with the Merger or any of the Contemplated Transactions. To the Knowledge of NitroMed, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. There is no order, writ, injunction, judgment or decree to which NitroMed or any NitroMed Subsidiary, or any of the assets owned or used by NitroMed or any NitroMed Subsidiary, is subject.

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3.18  Non-Contravention; Consents.  Subject to obtaining the Required NitroMed Stockholder Vote for the applicable Contemplated Transactions, adoption of this Agreement by NitroMed as the sole stockholder of Merger Sub, the filing of the NitroMed Certificate of Amendment, and the filing of the Certificate of Merger as required by the DGCL, neither (a) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (b) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(a) contravene, conflict with or result in a violation of any of the provisions of NitroMed’s certificate of incorporation or bylaws;

(b) contravene, conflict with or result in a violation of any Legal Requirement or any order, writ, injunction, judgment or decree to which NitroMed or any NitroMed Subsidiary, or any of the assets owned or used by NitroMed or any NitroMed Subsidiary, is subject, except as would not reasonably be expected to have a NitroMed Material Adverse Effect;

(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by NitroMed or any NitroMed Subsidiary or that otherwise relates to NitroMed’s or any NitroMed Subsidiary’s business or to any of the assets owned or used by NitroMed or any NitroMed Subsidiary, except as would not reasonably be expected to have a NitroMed Material Adverse Effect;

(d) result in a material conflict, violation or breach of, or result in a material default under, any provision of any material NitroMed Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such NitroMed Contract, (ii) accelerate the maturity or performance of any such NitroMed Contract, or (iii) cancel, terminate or modify any such NitroMed Contract, except as would not reasonably be expected to have a NitroMed Material Adverse Effect; or

(e) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned or used by NitroMed or any NitroMed Subsidiary (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of NitroMed or any NitroMed Subsidiary) except as would not reasonably be expected to have a NitroMed Material Adverse Effect.

Except for those filings, notices or Consents disclosed in Part 3.18 of the NitroMed Disclosure Schedule, NitroMed and the NitroMed Subsidiaries are not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (y) the execution, delivery or performance of this Agreement or any of the Related Agreements, or (z) the consummation of the Merger or any of the other Contemplated Transactions.

3.19  Vote Required.  The affirmative vote of (i) the holders of a majority of the NitroMed Common Stock having voting power present in person or represented by proxy at the NitroMed Stockholders’ Meeting is the only vote of the holders of any class or series of NitroMed capital stock necessary to approve the issuance of NitroMed Common Stock in connection with the Merger and (ii) the holders of a majority of the NitroMed Common Stock having voting power outstanding on the record date for the NitroMed Stockholders’ Meeting is the only vote necessary to approve the NitroMed Certificate of Amendment ((i) and (ii) together, the “Required NitroMed Stockholder Vote”).

3.20  Regulatory Compliance.

(a) All NitroMed Products of NitroMed or any NitroMed Subsidiary that are subject to the jurisdiction of any Governmental Body are being manufactured, labeled, stored, tested, developed, distributed, marketed and promoted, as applicable, in compliance in all material respects with all applicable Legal Requirements.

(b) Part 3.20(b) of the NitroMed Disclosure Schedule lists all claims, statements, and other matters (including, but not limited to, all correspondence or communications with Governmental Bodies) concerning or relating to any health care program funded by any Governmental Body that involves, relates to or alleges: (i) any violation of any Legal Requirement of any such program with respect to any activity, practice or policy

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of NitroMed, any NitroMed Subsidiary or any NitroMed Product, resulting from the action of NitroMed or any NitroMed Subsidiary or, to the Knowledge of NitroMed, any agent, representative or contractor of NitroMed or any NitroMed Subsidiary; or (ii) any violation of any Legal Requirement of any such program with respect to any claim for payment or reimbursement made for a NitroMed Product. There are no such violations or irregularities nor are there any grounds to anticipate the commencement of any investigation or inquiry, or the assertion of any claim or demand by any Governmental Body with respect to any of the activities, transactions, practices, policies or claims of NitroMed, any NitroMed Subsidiary or involving any NitroMed Product. Neither NitroMed, any NitroMed Subsidiary nor any NitroMed Product is currently subject to any outstanding investigation or audit (except for routine periodic audits conducted pursuant to regulatory or contractual requirements in the ordinary course of business) by any such Governmental Body and, to the Knowledge of NitroMed, there are no grounds to anticipate any such investigation or audit in the foreseeable future.

(c) Neither NitroMed nor any NitroMed Subsidiary, nor to the Knowledge of NitroMed, any agent, representative or contractor of NitroMed or any NitroMed Subsidiary, has knowingly or willfully solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or kind for the purpose of making or receiving any referral in violation of any applicable Legal Requirements relating to any anti-kickback law, including without limitation the Federal Health Care Program Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) (known as the “Anti-Kickback Statute”), or any applicable state anti-kickback law.

(d) Neither NitroMed, nor to the Knowledge of NitroMed, any agent, representative or contractor of NitroMed or any NitroMed Subsidiary, has submitted or caused to be submitted any claim for payment to any health care program in violation of any applicable Legal Requirements relating to false claim or fraud, including without limitation the Federal False Claim Act, 31 U.S.C. § 3729, or any applicable state false claim or fraud law. NitroMed and any agent, representative or contractor of NitroMed or any NitroMed Subsidiary, has promoted all NitroMed Products of NitroMed and any NitroMed Subsidiary in accordance with all applicable Legal Requirements relating to off-label promotion.

(e) NitroMed has obtained and holds all such Permits, including without limitation all such Permits required by the United States Food and Drug Administration, as are necessary to conduct its business in the manner currently conducted. NitroMed has satisfied all of the material requirements of and fulfilled and performed all of its material obligations with respect to the Permits, and, to NitroMed’s Knowledge, no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that could not reasonably be expected to have a NitroMed Material Adverse Effect.

(f) NitroMed has obtained approval from the United States Food and Drug Administration for any NitroMed Product that it has marketed or is marketing commercially in the United States. NitroMed has timely filed with the United States Food and Drug Administration all required notices, supplemental applications, investigational new drug applications, and annual or other reports or documents, including adverse experience reports for the NitroMed Products or product candidates. NitroMed has disclosed to Archemix (i) copies of all correspondence with the United States Food and Drug Administration and other similar Governmental Bodies regarding any of the NitroMed Products or product candidates and (ii) all information relating to Product complaints and adverse drug experience.

(g) Neither NitroMed nor any NitroMed Subsidiary, nor to the Knowledge of NitroMed, any agent, representative or contractor of NitroMed or any NitroMed Subsidiary, has received any notices or correspondence from the United States Food and Drug Administration nor any Governmental Body exercising comparable authority requiring the termination or suspension of sale of the approved NitroMed Products or otherwise alleging that NitroMed or a NitroMed Subsidiary is not in compliance in all material respects with all applicable Legal Requirements.

3.21  NitroMed Action.  The board of directors of NitroMed and Merger Sub (at meetings duly called and held in accordance with the NitroMed Constituent Documents) have (a) unanimously determined that the Merger is advisable and in the best interests of NitroMed, Merger Sub and the stockholders of NitroMed and (b) unanimously determined to recommend that the stockholders of NitroMed vote to approve the BiDil

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Divestiture and the transactions contemplated thereby and the issuance of shares of NitroMed Common Stock to the stockholders of Archemix pursuant to the terms of this Agreement and such other actions as contemplated by this Agreement.

3.22  No Financial Advisor.  No broker, finder or investment banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of NitroMed or Merger Sub.

3.23  Certain Payments.  Neither NitroMed nor its Subsidiaries, nor to NitroMed’s Knowledge any officer, employee, agent or other Person associated with or acting for or on behalf of NitroMed or its Subsidiaries, has at any time, directly or indirectly:

(a) used any corporate funds (i) to make any unlawful political contribution or gift or for any other unlawful purpose relating to any political activity, (ii) to make any unlawful payment to any governmental official or employee, or (iii) to establish or maintain any unlawful or unrecorded fund or account of any nature;

(b) made any false or fictitious entry, or failed to make any entry that should have been made, in any of the books of account or other records of NitroMed;

(c) made any payoff, influence payment, bribe, rebate, kickback or unlawful payment to any Person;

(d) performed any favor or given any gift which was not deductible for federal income tax purposes;

(e) made any payment (whether or not lawful) to any Person, or provided (whether lawfully or unlawfully) any favor or anything of value (whether in the form of property or services, or in any other form) to any Person, for the purpose of obtaining or paying for (i) favorable treatment in securing business, or (ii) any other special concession; or

(f) agreed or committed to take any of the actions described in clauses “(a)” through “(e)” above.

3.24  Authority; Binding Nature of Agreement.  NitroMed and Merger Sub have all requisite corporate power and authority to enter into and perform their obligations under this Agreement; and the execution, delivery and performance by NitroMed and Merger Sub of this Agreement (including the contemplated issuance of NitroMed Common Stock pursuant to the Merger in accordance with this Agreement and the effectuation of the NitroMed Certificate of Amendment) have been duly authorized by all necessary action on the part of NitroMed and Merger Sub and their respective boards of directors, subject only to the adoption of this Agreement by NitroMed as the sole stockholder of Merger Sub, obtaining the Required NitroMed Stockholder Vote for the applicable Contemplated Transactions, the filing of the NitroMed Certificate of Amendment and the filing and recordation of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly executed and delivered by NitroMed and Merger Sub, and, assuming due authorization, execution and delivery by the other Parties hereto, constitutes the legal, valid and binding obligation of NitroMed and Merger Sub, enforceable against them in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

3.25  Anti-Takeover Law.  The board of directors of NitroMed has taken all action necessary and required to render inapplicable to the Merger, this Agreement or any agreement contemplated hereby and the Contemplated Transactions (a) any anti-takeover provision in NitroMed’s certificate of incorporation or bylaws, (b) any takeover provision in any NitroMed Contract, and (c) any takeover provision in any applicable state law.

3.26  Valid Issuance.  The NitroMed Common Stock to be issued pursuant to the Merger will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.

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3.27  Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes-Oxley Act.

(a) NitroMed and each NitroMed Subsidiary maintains internal control over financial reporting which provide assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect the transactions and dispositions of NitroMed’s and each NitroMed Subsidiary’s assets, (ii) transactions are executed with management’s authorization, and (iii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of NitroMed and to maintain accountability for NitroMed’s consolidated assets.

(b) NitroMed maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning NitroMed and NitroMed Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of NitroMed’s filings with the SEC and other public disclosure documents.

(c) Neither NitroMed nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness or manner of filing or submission of any filing with the SEC, including without limitation any certifications required by Section 906 of the Sarbanes-Oxley Act.

(d) NitroMed has not, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of NitroMed.

3.28  Disclosure.  The information supplied by NitroMed for inclusion in the Joint Proxy Statement/Prospectus (including any NitroMed SEC Documents) will not, as of the date of the Joint Proxy Statement/Prospectus or as of the date such information is prepared or presented, (i) contain any statement that is inaccurate or misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make such information, in the light of the circumstances under which such information will be provided, not false or misleading.

4.  CERTAIN COVENANTS OF THE PARTIES

4.1  Access and Investigation.  Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the “Pre-Closing Period”), upon reasonable notice NitroMed and Archemix shall, and shall cause such Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries; (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request; and (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the Sarbanes-Oxley Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, each of NitroMed and Archemix shall promptly provide the other Party with copies of:

(i) the unaudited monthly consolidated balance sheets of such Party as of the end of each calendar month and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows for such calendar month, which shall be delivered within thirty (30) days after the end of such calendar month;

(ii) all material operating and financial reports prepared by such Party for its senior management, including sales forecasts, marketing plans, development plans, discount reports, write off reports, hiring reports and capital expenditure reports prepared for its senior management;

(iii) any written materials or communications sent by or on behalf of a Party to its stockholders;

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(iv) any notice, document or other communication sent by or on behalf of a Party to any party to any material NitroMed Contract or material Archemix Contract, as applicable, or sent to a Party by any party to any material NitroMed Contract or material Archemix Contract, as applicable (other than any communication that relates solely to routine commercial transactions between such Party and the other party to any such material NitroMed Contract or material Archemix Contract, as applicable, and that is of the type sent in the Ordinary Course of Business);

(v) any notice, report or other document filed with or otherwise furnished, submitted or sent to any Governmental Body on behalf of a Party in connection with the Merger or any of the Contemplated Transactions;

(vi) any non-privileged notice, document or other communication sent by or on behalf of, or sent to, a Party relating to any pending or threatened Legal Proceeding involving or affecting such Party; and

(vii) any material notice, report or other document received by a Party from any Governmental Body.

Notwithstanding the foregoing, any Party may restrict the foregoing access to the extent that any Legal Requirement applicable to such Party requires such Party or its Subsidiaries to restrict or prohibit access to any such properties or information.

4.2  Operation of NitroMed’s Business.

(a) Except as set forth on Part 4.2 of the NitroMed Disclosure Schedule, during the Pre-Closing Period each of NitroMed and its Subsidiaries shall conduct its respective business and operations (i) in the Ordinary Course of Business, except for the BiDil Divestiture and the NO Program Divestiture (each as defined below), and (ii) in material compliance with all applicable Legal Requirements and the material requirements of all Contracts that constitute material Contracts. In addition, during the Pre-Closing Period, NitroMed shall promptly notify Archemix of: (A) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions; (B) any Legal Proceeding against, relating to, involving or otherwise affecting NitroMed or NitroMed’s Subsidiaries that is commenced, or, to the Knowledge of NitroMed, threatened against, NitroMed or NitroMed’s Subsidiaries; or (C) any material developments with respect to the transactions contemplated by (i) the divestiture of certain assets and liabilities associated with its BiDil product (any such divestiture, the “BiDil Divestiture”), including any material developments with respect to that certain Purchase and Sale Agreement by and between NitroMed and JHP Pharmaceuticals, LLC, dated as of October 22, 2008 (the “BiDil Asset Purchase Agreement”) or (ii) the divestiture through one or more transactions of certain of the assets and liabilities associated with NitroMed’s nitric-oxide based research technology platform (the “NO Program Divestiture”).

(b) Subject to any Legal Requirement applicable to NitroMed or any of its Subsidiaries and except as set forth on Part 4.2 of the NitroMed Disclosure Schedule, during the Pre-Closing Period, neither NitroMed nor any of its Subsidiaries shall, without the prior written consent of Archemix (which shall not be unreasonably withheld, conditioned or delayed), take any action set forth in Section 3.5(c)-(t).

4.3  Operation of Archemix’s Business.

(a) Except as set forth on Part 4.3 of the Archemix Disclosure Schedule, during the Pre-Closing Period: (i) Archemix shall conduct its business and operations: (A) in the Ordinary Course of Business; and (B) in material compliance with all applicable Legal Requirements and the material requirements of all Contracts that constitute material Contracts; (ii) Archemix shall preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with Archemix; and (iii) Archemix shall promptly notify NitroMed of: (A) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions; and (B) any Legal Proceeding against, relating to, involving or

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otherwise affecting Archemix that is commenced, or, to the Knowledge of Archemix, threatened against, Archemix.

(b) Subject to any Legal Requirement applicable to Archemix, during the Pre-Closing Period, Archemix agrees that it shall not, without the prior written consent of NitroMed (which shall not be unreasonably withheld, conditioned or delayed) take any action set forth in Section 2.5(c)-(s); provided, however, that the consent of NitroMed will not be required for (A) the entry into, modification, amendment, alteration or waiver of any Contract made in the ordinary course of business consistent with past practice, (B) the entry of any Contract described on Part 4.3 of the Archemix Disclosure Schedule, (C) capital expenditures substantially in accordance with a capital expenditure plan as previously provided to NitroMed or (D) any action taken as set forth in Section 2.5(j).

4.4  Disclosure Schedule Updates.  During the Pre-Closing Period, Archemix on the one hand, and NitroMed on the other, shall promptly notify the other Party in writing, by delivery of an updated Archemix Disclosure Schedule or NitroMed Disclosure Schedule, as the case may be, of: (i) the discovery by such Party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by such Party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by such Party in this Agreement if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of such Party; and (iv) any event, condition, fact or circumstance that could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Sections 6, 7 or 8 impossible or materially less likely. Without limiting the generality of the foregoing, Archemix on the one hand, and NitroMed on the other, shall promptly advise the other Party in writing of any Legal Proceeding or claim threatened, commenced or asserted against or with respect to, or otherwise affecting, such Party or (to the Knowledge of such Party) any director, officer or Key Employee of such Party. No notification given pursuant to this Section 4.4 shall change, limit or otherwise affect any of the representations, warranties, covenants or obligations of the notifying Party contained in this Agreement or its Disclosure Schedule for purposes of Section 7.1 or 7.2, in the case of Archemix, or Section 8.1 or 8.2 in the case of NitroMed.

4.5  No Solicitation.

(a) Each Party agrees that neither it nor any of its Subsidiaries shall, nor shall it nor any of its Subsidiaries authorize or permit any of the officers, directors, investment bankers, attorneys or accountants retained by it or any of its Subsidiaries to, and that it shall use commercially reasonable efforts to cause its and its Subsidiaries’ non-officer employees and other agents not to (and shall not authorize any of them to) directly or indirectly: (i) solicit, initiate, encourage, induce or knowingly facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any information regarding such Party to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that, notwithstanding anything contained in this Section 4.5(a), prior to obtaining the Required NitroMed Stockholder Vote or the Required Archemix Stockholder Vote, as applicable, each Party may furnish information regarding such Party to, and enter into discussions or negotiations with, any Person in response to a Superior Offer or a bona fide, unsolicited written Acquisition Proposal made or received after the date of this Agreement that is reasonably likely to result in a Superior Offer that is submitted to such Party by such Person (and not withdrawn) if: (A) neither such Party nor any Representative of such Party shall have breached this Section 4.5; (B) the board of directors of such Party concludes in good faith based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of the fiduciary duties of the board of directors of such Party under

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applicable Legal Requirements; (C) at least three (3) Business Days prior to furnishing any such information to, or entering into discussions with, such Person, such Party gives the other Party written notice of the identity of such Person and of such Party’s intention to furnish information to, or enter into discussions with, such Person; (D) such Party receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions and no hire provisions) at least as favorable to such Party as those contained in the Confidentiality Agreement; and (E) at least three (3) Business Days prior to furnishing any such nonpublic information to such Person, such Party furnishes such information to the other Party (to the extent such nonpublic information has not been previously furnished by such Party to the other Party). Without limiting the generality of the foregoing, each Party acknowledges and agrees that, in the event any Representative of such Party (whether or not such Representative is purporting to act on behalf of such Party) takes any action that, if taken by such Party, would constitute a breach of this Section 4.5 by such Party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 4.5 by such Party for purposes of this Agreement.

(b) If any Party or any Representative of such Party receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing Period, then such Party shall promptly (and in no event later than 24 hours after such Party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other Party orally and in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the terms thereof). Such Party shall keep the other Party fully informed with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry and any modification or proposed modification thereto.

(c) Section 4.5(a) notwithstanding, each Party shall immediately cease and cause to be terminated any existing discussions with any Person that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement.

(d) Each Party shall not release or permit the release of any Person from, or waive or permit the waiver of any provision of or right under, any confidentiality, non-solicitation, no hire, “standstill” or similar agreement (whether entered into prior to or after the date of this Agreement) to which such Party is a party or under which such Party has any rights, and shall enforce or cause to be enforced each such agreement to the extent requested by the other Party. Each Party shall promptly request each Person that has executed a confidentiality or similar agreement in connection with its consideration of a possible Acquisition Transaction or equity investment to return to such Party all confidential information heretofore furnished to such Person by or on behalf of such Party.

4.6  Employee Benefit Plans.  As of the day immediately prior to the Closing, NitroMed shall terminate each NitroMed Plan that is a 401(k) plan, and, as of the Closing, NitroMed shall terminate each other NitroMed Plan, other than the NitroMed Option Plans and the NitroMed 2003 Employee Stock Purchase Plan. All Archemix Plans shall survive the Merger and continue in effect after the Closing in accordance with their terms (collectively, the “Continuing Plans”) and any applicable service agreements, trusts and assets associated with the Continuing Plans.

5.   ADDITIONAL AGREEMENTS OF THE PARTIES

5.1  Registration Statement; Joint Proxy Statement/Prospectus.

(a) As promptly as practicable after the date of this Agreement, the Parties shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and NitroMed shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of the Parties shall use commercially reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Prior to the Form S-4 Registration Statement being declared effective under the Securities Act by the SEC (a) NitroMed and Merger Sub shall execute and deliver to Wilmer Cutler Pickering Hale and Dorr LLP and to Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. tax representation letters in a

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form reasonably acceptable to such counsel; and (b) Archemix shall execute and deliver to Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. and to Wilmer Cutler Pickering Hale and Dorr LLP tax representation letters in a form reasonably acceptable to such counsel. Following the delivery of the tax representation letters pursuant to the preceding sentence, (x) NitroMed shall use its commercially reasonable efforts to cause Wilmer Cutler Pickering Hale and Dorr LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and (y) Archemix shall use its commercially reasonable efforts to cause Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 5.1(a). Each of the Parties shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the stockholders of Archemix and the stockholders of NitroMed as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to Archemix occurs, or if Archemix becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then Archemix shall promptly inform NitroMed thereof and shall cooperate with NitroMed in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of Archemix.

(b) Prior to the Effective Time, NitroMed shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the NitroMed Common Stock to be issued pursuant to the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Archemix Common Stock or Archemix Preferred Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Archemix Stockholders’ Meeting; provided, however, that NitroMed shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction; or (iii) otherwise become subject to taxation in any jurisdiction.

5.2  Archemix Stockholders’ Meeting.

(a) Subject to Section 5.2(c), Archemix shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Archemix Common Stock and Archemix Preferred Stock to vote on the adoption of this Agreement (the “Archemix Stockholders’ Meeting”). The Archemix Stockholders’ Meeting shall be held as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Archemix shall ensure that all proxies solicited in connection with the Archemix Stockholders’ Meeting are solicited in compliance with all applicable Legal Requirements.

(b) Archemix agrees that, subject to Section 5.2(c): (i) the board of directors of Archemix shall recommend that the holders of Archemix Common Stock and Archemix Preferred Stock vote to adopt this Agreement and such other matters contemplated by this Agreement, and shall use commercially reasonable efforts to solicit such approval, (ii) the Joint Proxy Statement/Prospectus shall include a statement to the effect that the board of directors of Archemix recommends that the holders of Archemix Common Stock and Archemix Preferred Stock vote to adopt this Agreement and such other matters contemplated by this Agreement at the Archemix Stockholders’ Meeting (the recommendation of the board of directors of Archemix that the stockholders of Archemix vote to adopt this Agreement and such other matters contemplated by this Agreement being referred to as the “Archemix Board Recommendation”); and (iii) the Archemix Board Recommendation shall not be withdrawn or modified in a manner adverse to NitroMed, and no resolution by the board of directors of Archemix or any committee thereof to withdraw or modify the Archemix Board Recommendation in a manner adverse to NitroMed shall be adopted or proposed.

(c) Notwithstanding anything to the contrary contained in Section 5.2(b), at any time prior to the adoption of this Agreement by the Required Archemix Stockholder Vote, the board of directors of Archemix

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may withhold, amend, withdraw or modify the Archemix Board Recommendation in a manner adverse to NitroMed if (i) other than in response to an Acquisition Proposal the board of directors of Archemix, based upon a material development or change in circumstances occurring, arising or coming to the attention of such directors after the date hereof that was neither known to such directors nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal or any matter set forth on Part 5.2(c) of the Archemix Disclosure Schedule) (such material development or change in circumstances, an “Archemix Intervening Event”) determines in good faith, following consultation with its outside legal counsel, that in light of such Archemix Intervening Event the failure to withhold, amend, withdraw or modify such recommendation is reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements, or (ii) Archemix has not breached Section 4.5 and Archemix receives a Superior Offer and determines to terminate this Agreement pursuant to Section 9.1(k); provided, that NitroMed must receive three (3) Business Days prior written notice from Archemix confirming that Archemix’s board of directors has determined to change its recommendation.

5.3  NitroMed Stockholders’ Meeting.

(a) Subject to Section 5.3(c), NitroMed shall take all action necessary under applicable Legal Requirements to call, give notice of and hold a meeting of the holders of NitroMed Common Stock to vote on the issuance of NitroMed Common Stock pursuant to the Merger, the NitroMed Certificate of Amendment and, if not previously approved or scheduled for consideration at a separate meeting of holders of NitroMed Common Stock, approval of the BiDil Divestiture and the transactions contemplated thereby (such meeting, the “NitroMed Stockholders’ Meeting”). The NitroMed Stockholders’ Meeting shall be held as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. NitroMed shall ensure that all proxies solicited in connection with the NitroMed Stockholders’ Meeting are solicited in compliance with all applicable Legal Requirements.

(b) NitroMed agrees that, subject to Section 5.3(c): (i) the board of directors of NitroMed shall recommend that the holders of NitroMed Common Stock vote to approve (A) the NitroMed Certificate of Amendment, (B) the BiDil Divestiture and the transactions contemplated thereby if not previously approved or scheduled for consideration at a separate meeting of holders of NitroMed Common Stock, and (C) the issuance of NitroMed Common Stock pursuant to the Merger and such other matters contemplated by this Agreement, and shall use commercially reasonable efforts to solicit such approval, (ii) the Joint Proxy Statement/Prospectus shall include a statement to the effect that the board of directors of NitroMed recommends that the stockholders of NitroMed vote to approve the NitroMed Certificate of Amendment, the BiDil Divestiture and the transactions contemplated thereby (if not previously approved or scheduled for consideration at a separate meeting of holders of NitroMed Common Stock), the issuance of NitroMed Common Stock pursuant to the Merger and such other matters contemplated by this Agreement (the recommendation of the board of directors of NitroMed that the stockholders of NitroMed vote to approve (A) the NitroMed Certificate of Amendment, (B) the BiDil Divestiture and the transactions contemplated thereby if not previously approved or scheduled for consideration at a separate meeting of holders of NitroMed Common Stock, (C) the issuance of NitroMed Common Stock pursuant to the Merger and (D) such other matters contemplated by this Agreement being referred to as the “NitroMed Board Recommendation”); and (iii) the NitroMed Board Recommendation shall not be withdrawn or modified in a manner adverse to Archemix, and no resolution by the board of directors of NitroMed or any committee thereof to withdraw or modify the NitroMed Board Recommendation in a manner adverse to Archemix shall be adopted or proposed; provided that, at any time on or before ten (10) Business Days prior to the NitroMed Stockholders’ Meeting, the board of directors of NitroMed or any committee thereof may withdraw its recommendation with respect to the BiDil Divestiture as proposed prior to such date and substitute its recommendation in favor of a BiDil Divestiture that such board or committee in good faith believes is more favorable to NitroMed and any such action shall not be deemed a breach or violation of this Section 5.3.

(c) Notwithstanding anything to the contrary contained in Section 5.3(b), at any time prior to the adoption of this Agreement by the Required NitroMed Stockholder Vote, the board of directors of NitroMed may withhold, amend, withdraw or modify the NitroMed Board Recommendation in a manner adverse to Archemix if (i) other than in response to an Acquisition Proposal the board of directors of NitroMed

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determines, based upon a material development or change in circumstances occurring, arising or coming to the attention of such directors after the date hereof that was neither known to such directors nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal or any matter set forth on Part 5.3(c) of the NitroMed Disclosure Schedule) (such material development or change in circumstances, a “NitroMed Intervening Event”), in good faith, following consultation with its outside legal counsel, that in light of such NitroMed Intervening Event the failure to withhold, amend, withdraw or modify such recommendation is reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements or (ii) NitroMed has not breached Section 4.5 and NitroMed receives a Superior Offer and determines to terminate this Agreement pursuant to Section 9.1(j); provided, that Archemix must receive three (3) Business Days prior written notice from NitroMed confirming that NitroMed’s board of directors has determined to change its recommendation.

5.4  Regulatory Approvals.  Each Party shall use commercially reasonable efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports and other documents reasonably required to be filed by such Party with or otherwise submitted by such Party to any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Parties shall, promptly after the date of this Agreement, prepare and file, if any, notifications or other documents required to be filed in connection with the Merger under any applicable U.S. or foreign Legal Requirement relating to antitrust or competition matters. Archemix and NitroMed shall as promptly as practicable respond in compliance with any inquiries or requests received from any U.S., state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters.

5.5  Archemix Stock Options; Archemix Warrants.

(a) Subject to Section 5.5(e), at the Effective Time, NitroMed shall assume the Archemix Stock Option Plan and each Archemix Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, and each such option shall be converted into and become an option to purchase NitroMed Common Stock in accordance with the terms (as in effect as of the date of this Agreement) of the Archemix Stock Option Plan under which such Archemix Option was issued and the terms of the stock option agreement by which such Archemix Option is evidenced. All rights with respect to Archemix Common Stock under Archemix Options assumed by NitroMed shall thereupon be converted into rights with respect to NitroMed Common Stock. Accordingly, from and after the Effective Time: (i) each Archemix Option assumed by NitroMed may be exercised solely for shares of NitroMed Common Stock; (ii) the number of shares of NitroMed Common Stock subject to each Archemix Option assumed by NitroMed shall be determined by multiplying (A) the number of shares of Archemix Common Stock that were subject to such Archemix Option immediately prior to the Effective Time by (B) the Applicable Archemix Common Stock Exchange Ratio, as determined pursuant to Section 1.6, and rounding the resulting number down to the nearest whole number of shares of NitroMed Common Stock; (iii) the per share exercise price for the NitroMed Common Stock issuable upon exercise of each Archemix Option assumed by NitroMed shall be determined by dividing the effective per share exercise price of Archemix Common Stock subject to such Archemix Option, as in effect immediately prior to the Effective Time, by the Applicable Archemix Common Stock Exchange Ratio, as determined pursuant to Section 1.6, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Archemix Option assumed by NitroMed shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Archemix Options shall otherwise remain unchanged including, with respect to Archemix Options that were intended to qualify as “incentive stock options” under Section 422 of the Code, such provisions shall remain unchanged as are necessary to ensure that such Archemix Options continue to qualify as “incentive stock options” under Section 422 of the Code and will not be deemed subject to Section 409A of the Code; provided, however, that: (A) each Archemix Option assumed by NitroMed in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to NitroMed Common Stock subsequent to the Effective Time,

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including on account of the Reverse Stock Split, and in a manner consistent with the requirements of Section 409A and Section 422 of the Code, as applicable; and (B) the board of directors of NitroMed or a committee thereof shall succeed to the authority and responsibility of the board of directors of Archemix or any committee thereof with respect to each Archemix Option assumed by NitroMed and the Archemix Stock Option Plan. After the Effective Time, options issued under the Archemix Stock Option Plan may be exercised solely for shares of NitroMed Common Stock.

(b) Subject to Section 5.5(e), at the Effective Time, each Archemix Warrant that is outstanding and unexercised immediately prior to the Effective Time, shall become converted into and become a warrant to purchase NitroMed Common Stock and NitroMed shall assume each such Archemix Warrant in accordance with its terms. All rights with respect to Archemix Common Stock or Archemix Preferred Stock under Archemix Warrants assumed by NitroMed shall thereupon be converted into rights with respect to NitroMed Common Stock. Accordingly, from and after the Effective Time: (i) each Archemix Warrant assumed by NitroMed may be exercised solely for shares of NitroMed Common Stock; (ii) the number of shares of NitroMed Common Stock subject to each Archemix Warrant assumed by NitroMed shall be determined by multiplying (A) the number of shares of Archemix Common Stock or Archemix Preferred Stock, as the case may be, that were subject to such Archemix Warrant immediately prior to the Effective Time by (B) the Applicable Archemix Common Stock Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of NitroMed Common Stock; (iii) the per share exercise price for the NitroMed Common Stock issuable upon exercise of each Archemix Warrant assumed by NitroMed shall be determined by dividing the effective per share exercise price of Archemix Common Stock or Archemix Preferred Stock, as the case may be, that were subject to such Archemix Warrant, as in effect immediately prior to the Effective Time, by the Applicable Archemix Common Stock Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Archemix Warrant assumed by NitroMed shall continue in full force and effect and the term and other provisions of such Archemix Warrant shall otherwise remain unchanged.

(c) NitroMed shall take all corporate action necessary to reserve for issuance a sufficient number of shares of NitroMed Common Stock for delivery upon exercise of the Archemix Options assumed by the NitroMed in accordance with Section 5.5(a). NitroMed shall file with the SEC, no later than 30 days after the Effective Time, a registration statement on Form S-8, if available for use by NitroMed, relating to the shares of NitroMed Common Stock issuable with respect to Archemix Options assumed by NitroMed in accordance with Section 5.5(a). If NitroMed or Archemix reasonably believe, with advice of counsel, that NitroMed will not be eligible to use Form S-8 within 30 days after the Effective Time, then NitroMed shall use commercially reasonable efforts to include in the Form S-4 Registration Statement the registration under the Securities Act of the Equity Retention Plan Options and the shares of NitroMed Common Stock issuable upon exercise of the Equity Retention Plan Options and the Archemix Options. If NitroMed is not able to register such securities in the Form S-4 Registration Statement, then as soon as practicable and in any event within 30 days after the Effective Time, NitroMed shall file with the SEC, and use its commercially reasonable efforts to have declared effective as soon as practicable, a “shelf” registration statement on Form S-3 (which NitroMed shall use commercially reasonable efforts to include as part of the Form S-4 Registration Statement) (or if NitroMed is not eligible to use Form S-3, any other form that NitroMed is eligible to use) covering the issuance by NitroMed of the Equity Retention Plan Options and the shares of NitroMed Common Stock issuable upon exercise of the Equity Retention Plan Options and the Archemix Options. NitroMed shall use commercially reasonable efforts to keep the registration statement covering the issuance by NitroMed of the Equity Retention Plan Options and the shares of NitroMed Common Stock issuable upon exercise of the Equity Retention Plan Options and the Archemix Options continuously effective and usable for a period commencing on the date on which the SEC declares such registration statement effective until such time as NitroMed is eligible to and files a Form S-8 to register the securities covered thereby.

(d) Subject to compliance with Section 422 of the Code and NASDAQ Marketplace Rule 4350(i)(A)(1)(iii) and IM-4350-5, authorized but unissued shares reserved for issuance under the Archemix Stock Option Plan as of the Effective Time and any shares which become available for issuance in accordance with the terms of the Archemix Stock Option Plan following the Effective Time, each as adjusted

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in the same manner as the outstanding Archemix Options pursuant to Section 5.5(a) hereof, shall be available for grant to persons who were employees of Archemix as of the Effective Time or who are employed by Archemix following the Effective Time.

(e) Prior to the Effective Time, NitroMed and Archemix shall take all actions that may be necessary (under the Archemix Stock Option Plan and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Archemix Options or Archemix Warrants have no rights with respect thereto other than those specifically provided in this Section 5.5.

5.6  NitroMed Options.  For the avoidance of doubt, at the Effective Time, each NitroMed Option that is outstanding and unexercised immediately prior to the Effective Time, other than the options to be cancelled that are listed in Part 3.3(b) of the NitroMed Disclosure Schedule, whether or not vested, shall be assumed by NitroMed in accordance with the terms (as in effect as of the date of this Agreement) of the NitroMed Option Plan under which such NitroMed Option was issued and the terms of the stock option agreement by which such NitroMed Option is evidenced.

5.7  Indemnification of Officers and Directors.

(a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of NitroMed and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of NitroMed or Archemix (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of NitroMed or Archemix, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for directors or officers of Delaware corporations. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of NitroMed and the Surviving Corporation, jointly and severally, upon receipt by NitroMed or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

(b) The certificate of incorporation and bylaws of each of NitroMed and the Surviving Corporation shall contain, and NitroMed shall cause the certificate of incorporation and bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of each of NitroMed and Archemix than are presently set forth in the certificate of incorporation and bylaws of NitroMed and Archemix, as applicable, which provisions shall not be amended, modified or repealed for a period of six years time from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of NitroMed or Archemix.

(c) NitroMed shall purchase an insurance policy, with an effective date as of the Closing, which maintains in effect for six years from the Closing the current directors’ and officers’ liability insurance policies maintained by Archemix (provided that NitroMed may substitute therefor policies of at least the same coverage containing terms and conditions that are not materially less favorable) with respect to matters occurring prior to the Closing; provided, however, that in no event shall NitroMed be required to expend pursuant to this Section 5.7(c) more than an amount equal to 200% of current annual premiums paid by Archemix for such insurance.

(d) NitroMed shall purchase an insurance policy, with an effective date as of the earlier of (x) the Closing or (y) the termination or expiration of NitroMed’s existing insurance policy, which maintains in effect for six years from the Closing the current directors’ and officers’ liability insurance policies maintained by NitroMed (provided that NitroMed may substitute therefor policies of at least the same coverage containing terms and conditions that are not materially less favorable) with respect to matters occurring prior to the

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Closing; provided, however, that in no event shall NitroMed be required to expend pursuant to this Section 5.7(d) more than an amount equal to 200% of current annual premiums paid by NitroMed for such insurance.

(e) NitroMed shall purchase directors’ and officers’ liability insurance policies, with an effective date as of the Closing, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to NitroMed.

(f) NitroMed shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by the persons referred to in this Section 5.7 in connection with their enforcement of their rights provided in this Section 5.7, unless a D&O Indemnified Party ultimately is determined not to be entitled to such indemnification or insurance recovery, as the case may be, by a court of competent jurisdiction in a final, non-appealable judgment.

(g) The provisions of this Section 5.7 are intended to be in addition to the rights otherwise available to the current and former officers and directors of NitroMed and Archemix by law, charter, statute, by-law or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their representatives.

(h) In the event NitroMed or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of NitroMed or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 5.7

(i) NitroMed shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 5.7.

5.8  Additional Agreements.

(a) Subject to Section 5.8(b), the Parties shall use commercially reasonable efforts to cause to be taken all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.8(b), each Party to this Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement (including, in the case of NitroMed, Section 8.6 and 8.7). Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give the other Party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to the other Party a copy of each such filing or other submission made, each notice given and each Consent obtained by such Party during the Pre-Closing Period.

(b) Notwithstanding anything to the contrary contained in this Agreement, no Party shall have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the

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Merger or any of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

5.9  Disclosure.  Without limiting any of either Party’s obligations under the Confidentiality Agreement, each Party shall not, and shall not permit any of its Subsidiaries or any Representative of such Party to, issue any press release or make any disclosure (to any customers or employees of such Party, to the public or otherwise) regarding the Merger or any of the other Contemplated Transactions unless: (a) the other Party shall have approved such press release or disclosure in writing; or (b) such Party shall have determined in good faith, upon the advice of outside legal counsel, that such disclosure is required by applicable Legal Requirements and, to the extent practicable, before such press release or disclosure is issued or made, such Party advises the other Party of, and consults with the other Party regarding, the text of such press release or disclosure.

5.10  Listing.  NitroMed shall use commercially reasonable efforts to maintain its existing listing on the NASDAQ Global Market and to cause the shares of NitroMed Common Stock to be issued in the Merger, and upon exercise of the Archemix Options and the Archemix Warrants to be approved for listing (subject to notice of issuance) on the NASDAQ Global Market at or prior to the Effective Time. Archemix shall promptly furnish to NitroMed all information concerning Archemix that may be required or reasonably requested in connection with such listing.

5.11  Directors and Officers.

(a) Prior to the Effective Time, and subject to the receipt of any required stockholder vote, NitroMed shall take all necessary corporate action, including adopting a certificate of amendment to its certificate of incorporation and amending its bylaws, if necessary, (i) to cause the number of members of the board of directors of NitroMed to be fixed at seven (7), and the persons identified on Part 5.11(a)(i) of the Archemix Disclosure Schedule, concurrently with the Effective Time, to constitute the board of directors of NitroMed, which action will be effective concurrently with the Effective Time, and (ii) to obtain the resignations of the directors identified on Part 5.11(a)(ii) of the Archemix Disclosure Schedule, which resignations will be effective concurrently with the effectiveness of the elections referred to in clause (i). If any person so designated to be a director shall prior to the Effective Time be unable or unwilling to hold office beginning concurrently with the Effective Time, a majority of the directors of NitroMed (if such person is an Affiliate of NitroMed) or a majority of the directors of Archemix (if such person is an Affiliate of Archemix) shall designate another to be appointed or nominated for election as a director in his or her place.

(b) At the Effective Time, NitroMed and the Surviving Corporation shall take all action necessary (i) to cause the number of members of the Surviving Corporation’s board of directors to be fixed at one and the person identified on Schedule 5.11(b)(i) to be elected to the Surviving Corporation’s board of directors, which action will be effective concurrently with the Effective Time and (ii) effective concurrently with such appointment, to obtain the resignations, or to cause the removal without cause, of the directors identified on Schedule 5.11(b)(ii). If any person so designated to be a director shall prior to the Effective Time be unable or willing to hold office beginning concurrently with the Effective Time, Archemix (if such person is an Affiliate of Archemix) shall designate another person to be appointed as a director to his or her place.

(c) NitroMed shall terminate all of its officers and employees, except for those listed on Part 5.11(c) of the Archemix Disclosure Schedule prior to, or immediately following, the Effective Time.

(d) Prior to the Effective Time, the board of directors of NitroMed, shall appoint the Persons as officers of NitroMed listed in Part 5.11(d) of the Archemix Disclosure Schedule.

5.12  Tax Matters.

(a) NitroMed, Merger Sub and Archemix each agree to use their respective commercially reasonable efforts to cause the Merger to qualify, and will not take any actions which to their Knowledge could reasonably be expected to prevent the Merger from qualifying, as a “reorganization” under Section 368(a) of the Code.

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(b) This Agreement is intended to constitute, and the Parties hereto hereby adopt this Agreement as, a “plan or reorganization” within the meaning Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). NitroMed, Merger Sub and Archemix shall report the Merger as a reorganization within the meaning of Section 368(a) of the Code, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

(c) On or prior to the Closing, Archemix shall deliver to NitroMed a notice that the Archemix Common Stock and Archemix Preferred Stock is not “U.S. real property interests” in accordance with Treasury Regulations under Sections 897 and 1445 of the Code, together with evidence reasonably satisfactory to NitroMed that Archemix delivered or made available notice to the Internal Revenue Service in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations. If NitroMed does not receive the notice described above on or before the Closing Date, NitroMed shall be permitted to withhold from the payments to be made pursuant to this Agreement in accordance with Section 1.13 of this Agreement.

(d) NitroMed, Merger Sub and Archemix each agree to use their respective commercially reasonable efforts to obtain the opinions referred to in Sections 7.4(d) and 8.4(c), respectively, including by executing letters of representation as described in Section 5.1(a).

(e) Promptly after the date of this Agreement and during the Pre-Closing Period, NitroMed shall use commercially reasonable efforts to determine all amounts owed but not paid by NitroMed for sales and use Taxes, including interest and penalties, for all periods prior to the Effective Time. Such efforts shall include, but not be limited to, engaging third party advisors to negotiate on NitroMed’s behalf, seeking tax amnesty settlements, and registering and filing Tax Returns in all applicable states.

5.13  Equity Retention Plan.  The Board of Directors of NitroMed shall adopt an Equity Retention Plan (the “Equity Retention Plan”), pursuant to which, subject to the closing of the Merger, employees of Archemix who continue to be employed following the Merger will be granted options to purchase shares of NitroMed Common Stock following the Effective Time in such amounts specified by Archemix, not to exceed the aggregate number of shares of NitroMed Common Stock specified in Part 5.13 of the Archemix Disclosure Schedule, and subject to the terms specified therein. Such options shall be granted with an exercise price equal to the closing price of the NitroMed Common Stock on the date of grant. Except for purposes of calculating the Applicable Archemix Common Stock Exchange Ratio, the number of shares of NitroMed Common Stock to be issuable upon exercise of the options granted under the Equity Retention Plan (the “Equity Retention Plan Options”) shall be adjusted in the same manner as set forth in Section 5.5(a) hereof for each Archemix Option.

5.14  Archemix Affiliates.  Set forth in Part 5.14 of the Archemix Disclosure Schedule is a list of those persons who may be deemed to be, in Archemix’s reasonable judgment, affiliates of Archemix within the meaning of Rule 145 promulgated under the Securities Act, including any former affiliates of Archemix who may following the Effective Time be current affiliates of NitroMed (an “Archemix Affiliate”).

5.15  Resale Registration Statement.  As soon as practicable and in any event within 90 days after the Effective Time, NitroMed shall file with the SEC, and use its commercially reasonable efforts to have declared effective as soon as practicable, a resale “shelf” registration statement on Form S-3 (which NitroMed shall use commercially reasonable efforts to include as part of the Form S-4 Registration Statement) (or if NitroMed is not eligible to use Form S-3, any other form that NitroMed is eligible to use) (a “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale by the Archemix Affiliates of shares of NitroMed Common Stock issued pursuant to this Agreement as merger consideration (the “Registrable Merger Shares”). NitroMed shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and usable for the resale of the Registrable Merger Shares covered thereby for a period commencing on the date on which the SEC declares such Shelf Registration Statement effective and ending on the earlier of (x) the date upon which all of the Registrable Merger Shares first become eligible for resale pursuant to Rule 145 under the Securities Act without restriction or (y) the first date upon which all of the Registrable Merger Shares covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement.

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5.16  Section 16(b).  Prior to the Effective Time, Archemix may take such steps as may be reasonably necessary or advisable in order to cause any dispositions of Archemix’s equity securities (including derivative securities) made by the Archemix directors and officers pursuant to the terms of this Agreement to be duly approved for purposes of Section 16(b) of the Exchange Act or exempt thereunder. Provided that Archemix shall first provide to NitroMed the names of its stockholders and the number of shares of Archemix Common Stock or Preferred Stock or Archemix Options which may be subject to Section 16(b) of the Exchange Act and any other information reasonably requested by NitroMed and relating to the same, the Board of Directors of NitroMed, or an authorized committee thereof, shall, prior to the Effective Time, take appropriate action to approve, for purposes of Section 16(b) of the Exchange Act, the issuance of shares of NitroMed Common Stock in accordance with Section 1.6 and the actions taken with respect to Archemix Options in accordance with Section 5.5.

5.17  Current Report on Form 8-K.  Archemix and NitroMed jointly agree to provide all necessary information and to cause NitroMed to file with the SEC any Current Report on Form 8-K that is required under the Exchange Act and the rules and regulations of the SEC with respect to the consummation of the Merger.

6.  CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY

The obligations of each Party to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

6.1  Effectiveness of Registration Statement.  The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Form S-4 Registration Statement.

6.2  No Restraints.  No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and there shall not be any Legal Requirement which has the effect of making the consummation of the Merger illegal.

6.3  Stockholder Approval.  This Agreement shall have been duly adopted by the Required Archemix Stockholder Vote, and the BiDil Divestiture (if not previously approved at a separate meeting of holders of NitroMed Common Stock), the NitroMed Certificate of Amendment and the issuance of shares of NitroMed Common Stock to the stockholders of Archemix pursuant to the terms of this Agreement and such other Contemplated Transactions shall have been duly approved by the Required NitroMed Stockholder Vote.

6.4  Governmental Authorization.  Any Governmental Authorization or other Consent required to be obtained by any of the Parties under any applicable antitrust or competition law or regulation or other Legal Requirement shall have been obtained and shall remain in full force and effect.

6.5  Listing.  The existing shares of NitroMed Common Stock shall have been continually listed on the NASDAQ Global Market as of and from the date of this Agreement through the Closing Date, and NitroMed shall have caused the shares of NitroMed Common Stock being issued in the Merger to be approved for listing (subject to notice of issuance) on the NASDAQ Global Stock Market.

6.6  Regulatory Matters.  Any waiting period applicable to the consummation of the Merger under any applicable U.S. or any material applicable foreign antitrust requirements reasonably determined to apply to the Merger shall have expired or been terminated, and there shall not be in effect any voluntary agreement between NitroMed, Merger Sub or Archemix and the Federal Trade Commission, the Department of Justice or any foreign Governmental Body pursuant to which such Party has agreed not to consummate the Merger for any period of time; provided, that neither Archemix, on the one hand, nor NitroMed on the other hand, shall enter into any such voluntary agreement without the written consent of the other Party.

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7.   ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS OF NITROMED AND MERGER SUB

The obligations of NitroMed and Merger Sub to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by NitroMed, at or prior to the Closing, of each of the following conditions:

7.1  Accuracy of Representations.  The representations and warranties of Archemix contained in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (A) in each case, or in the aggregate, where the failure to be true and correct would not reasonably be expected to have an Archemix Material Adverse Effect, or (B) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (A), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “Archemix Material Adverse Effect” qualifications and other qualifications based on the word “material” contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Archemix Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

7.2  Performance of Covenants.  Each of the covenants and obligations in this Agreement that Archemix is required to comply with or to perform at or prior to the Closing shall have been complied with and performed by Archemix in all material respects.

7.3  Consents.  All of the Consents set forth on Part 2.20 of the Archemix Disclosure Schedule shall have been obtained and shall be in full force and effect.

7.4  Agreements and Other Documents.  NitroMed shall have received the following agreements and other documents, each of which shall be in full force and effect:

(a) a certificate executed by the chief executive officer and chief financial officer of Archemix confirming that the conditions set forth in Sections 7.1, 7.2 and 7.3 have been duly satisfied;

(b) certificates of good standing (or equivalent documentation) of Archemix in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of resolutions of the board of directors of Archemix authorizing the execution of this Agreement and the consummation of the Contemplated Transactions to be performed by Archemix; and

(c) NitroMed shall have received a written opinion from Wilmer Cutler Pickering Hale and Dorr LLP, counsel to NitroMed, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; provided that if Wilmer Cutler Pickering Hale and Dorr LLP does not render such opinion, this condition shall nonetheless be deemed satisfied if Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. renders such opinion to NitroMed (it being agreed that NitroMed and Archemix shall each provide reasonable cooperation, including making reasonable and customary representations, to Wilmer Cutler Pickering Hale and Dorr LLP or Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., as the case may be, to enable them to render such opinion and that counsel shall be entitled to rely on such representations and such assumptions as they deem appropriate in rendering such opinion).

8.   ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS OF ARCHEMIX

The obligations of Archemix to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by Archemix, at or prior to the Closing, of each of the following conditions:

8.1  Accuracy of Representations.  The representations and warranties of NitroMed and Merger Sub contained in this Agreement shall have been true and correct as of the date of this Agreement and

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shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (A) in each case, or in the aggregate, where the failure to be true and correct would not reasonably be expected to have a NitroMed Material Adverse Effect, or (B) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (A), as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all “NitroMed Material Adverse Effect” qualifications and other qualifications based on the word “material” contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the NitroMed Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

8.2  Performance of Covenants.  All of the covenants and obligations in this Agreement that NitroMed or Merger Sub is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

8.3  Consents.  All the Consents set forth on Part 3.18 of the NitroMed Disclosure Schedule shall have been obtained and shall be in full force and effect.

8.4  Documents.  Archemix shall have received the following documents:

(a) A certificate executed by the chief executive officer and chief financial officer of NitroMed confirming that the conditions set forth in Sections 8.1, 8.2 and 8.3 have been duly satisfied;

(b) certificates of good standing of each of NitroMed and Merger Sub in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of resolutions of its board of directors authorizing the execution of this Agreement and the consummation of the Contemplated Transactions to be performed by NitroMed and Merger Sub hereunder; and

(c) Archemix shall have received the opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., counsel to Archemix, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; provided that if Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. does not render such opinion, this condition shall nonetheless be deemed satisfied if Wilmer Cutler Pickering Hale and Dorr LLP renders such opinion to Archemix (it being agreed that NitroMed and Archemix shall each provide reasonable cooperation, including making reasonable and customary representations, to Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. or Wilmer Cutler Pickering Hale and Dorr LLP, as the case may be, to enable them to render such opinion and that counsel shall be entitled to rely on such representations and such assumptions as they deem appropriate in rendering such opinion).

8.5  Certificate of Amendment.  The NitroMed Certificate of Amendment shall have become effective under the DGCL.

8.6  Net Cash at Closing.  NitroMed shall have Net Cash at Closing, determined in accordance with Section 1.7, of at least $34,500,000.

8.7  BiDil Divestiture.  NitroMed shall have completed the BiDil Divestiture.

9.   TERMINATION

9.1  Termination.  This Agreement may be terminated prior to the Effective Time (whether (except as set forth below) before or after adoption of this Agreement by Archemix’s stockholders and whether (except as set forth below) before or after approval of the NitroMed Certificate of Amendment or the issuance of NitroMed Common Stock pursuant to the Merger by NitroMed’s stockholders):

(a) by mutual written consent duly authorized by the Boards of Directors of NitroMed and Archemix;

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(b) by either NitroMed or Archemix if the Merger shall not have been consummated by April 30, 2009; provided, however; that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party whose action or failure to act has been a principal cause of the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(c) by either NitroMed or Archemix if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger;

(d) by either NitroMed or Archemix if (i) the Archemix Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and the stockholders of Archemix shall have taken a final vote to adopt this Agreement, and (ii) this Agreement shall not have been adopted at the Archemix Stockholders’ Meeting (and shall not have been adopted at any adjournment or postponement thereof) by the Required Archemix Stockholder Vote; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to Archemix where the failure to obtain the Required Archemix Stockholder Vote shall have been caused by the action or failure to act of Archemix and such action or failure to act constitutes a material breach by Archemix of this Agreement.

(e) by either NitroMed or Archemix if (i) the NitroMed Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and the stockholders of NitroMed shall have taken a final vote to approve (A) the NitroMed Certificate of Amendment and (B) the BiDil Divestiture and the transactions contemplated thereby, if not previously approved at a separate meeting of holders of NitroMed Common Stock, and (C) the issuance of shares of NitroMed Common Stock in the Merger; and (ii) either (x) the NitroMed Certificate of Amendment, (y) the BiDil Divestiture and the transactions contemplated thereby, if not previously approved at a separate meeting of holders of NitroMed Common Stock, or (z) the issuance of NitroMed Common Stock pursuant to the Merger shall not have been approved at the NitroMed Stockholders’ Meeting by the Required NitroMed Stockholder Vote; provided, however, that the right to terminate this Agreement under this Section 9.1(e) shall not be available to NitroMed where the failure to obtain the Required NitroMed Stockholder Vote shall have been caused by the action or failure to act of NitroMed and such action or failure to act constitutes a material breach by NitroMed of this Agreement.

(f) by Archemix (at any time prior to the approval of the NitroMed Certificate of Amendment and the issuance of NitroMed Common Stock pursuant to the Merger by the Required NitroMed Stockholder Vote) if a NitroMed Triggering Event shall have occurred;

(g) by NitroMed (at any time prior to the adoption of this Agreement by the Required Archemix Stockholder Vote) if an Archemix Triggering Event shall have occurred;

(h) by Archemix, upon a breach of any representation, warranty, covenant or agreement on the part of NitroMed or Merger Sub set forth in this Agreement, or if any representation or warranty of NitroMed or Merger Sub shall have become inaccurate, in either case such that the conditions set forth in Section 8.1 or Section 8.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate, provided that if such inaccuracy in NitroMed’s or Merger Sub’s representations and warranties or breach by NitroMed or Merger Sub is curable by NitroMed or Merger Sub, then this Agreement shall not terminate pursuant to this Section 9.1(h) as a result of such particular breach or inaccuracy until the earlier of (i) the expiration of a thirty (30) day period commencing upon delivery of written notice from Archemix to NitroMed or Merger Sub of such breach or inaccuracy and (ii) NitroMed or Merger Sub (as applicable) ceasing to exercise commercially reasonable efforts to cure such breach (it being understood that this Agreement shall not terminate pursuant to this paragraph 9.1(h) as a result of such particular breach or inaccuracy if such breach by NitroMed or Merger Sub is cured prior to such termination becoming effective); and

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(i) by NitroMed, upon a breach of any representation, warranty, covenant or agreement on the part of Archemix set forth in this Agreement, or if any representation or warranty of Archemix shall have become inaccurate, in either case such that the conditions set forth in Section 7.1 or Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate, provided that if such inaccuracy in Archemix’s representations and warranties or breach by Archemix is curable by Archemix, then this Agreement shall not terminate pursuant to this Section 9.1(i) as a result of such particular breach or inaccuracy until the earlier of (i) the expiration of a thirty (30) day period commencing upon delivery of written notice from NitroMed to Archemix of such breach or inaccuracy and (ii) Archemix ceasing to exercise commercially reasonable efforts to cure such breach (it being understood that this Agreement shall not terminate pursuant to this paragraph 9.1(i) as a result of such particular breach or inaccuracy if such breach by Archemix is cured prior to such termination becoming effective).

(j) by NitroMed if (i) (A) the board of directors of NitroMed has withdrawn or modified the NitroMed Board Recommendation in accordance with clause (i) of Section 5.3(c) and (B) immediately prior to the termination of this Agreement, NitroMed pays to Archemix the amount payable pursuant to Section 9.3(b); or (ii) immediately prior to entering into a definitive agreement with respect to a Superior Offer, provided that (A) NitroMed has not breached Section 4.5 of this Agreement and , the board of directors of NitroMed has withdrawn or modified the NitroMed Board Recommendation in accordance with clause (ii) of Section 5.3(c) and authorized NitroMed to enter into a definitive agreement for a transaction that constitutes a Superior Offer, (B) immediately prior to the termination of this Agreement, NitroMed pays to Archemix the amount payable pursuant to Section 9.3(b) and (C) immediately following such termination NitroMed enters into a definitive agreement to effect such Superior Offer.

(k) by Archemix if (i)(A) the board of directors of Archemix has withdrawn or modified the Archemix Board Recommendation in accordance with clause (i) of Section 5.2(c) and (B) immediately prior to the termination of this Agreement, Archemix pays to NitroMed the amount payable pursuant to Section 9.3(b); or (ii) immediately prior to entering into a definitive agreement with respect to a Superior Offer, provided that (A) Archemix has not breached Section 4.5 of this Agreement and the board of directors of Archemix has withdrawn or modified the Archemix Board Recommendation in accordance with clause (ii) of Section 5.2(c) and authorized Archemix to enter into a definitive agreement for a transaction that constitutes a Superior Offer, (B) immediately prior to the termination of this Agreement, Archemix pays to NitroMed the amount payable pursuant to Section 9.3(b), and (C) immediately following such termination of Archemix enters into a definitive agreement to effect such Superior Offer.

(l) by Archemix, if (i) NitroMed shall have Net Cash at Closing, determined in accordance with Section 1.7, of less than $34,500,000, or (ii) Archemix reasonably concludes that the NitroMed Board has recommended or NitroMed has entered into a BiDil Divestiture or a NO Divestiture that would reasonably be likely to (a) cause a delay in the completion of the Merger beyond the date set forth in Section 9.1(b) hereof, (b) in the case of a BiDil Divestiture impose increased liability or indemnification obligations on NitroMed or additional limitations on the conduct of NitroMed’s business following the closing of such BiDil Divestiture compared to the terms of the BiDil Asset Purchase Agreement, or (c) in the case of a NO Divestiture impose liability or indemnification obligations on NitroMed or limitations on the conduct of NitroMed’s business following the NO Program Divestiture in a manner inconsistent with Part 9.1(l) of the NitroMed Disclosure Schedule.

9.2  Effect of Termination.  In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect; provided, however, that (i) this Section 9.2, Section 9.3, and Section 10 shall survive the termination of this Agreement and shall remain in full force and effect, and (ii) the termination of this Agreement shall not relieve any Party from any liability for any material breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement.

9.3  Expenses; Termination Fees.

(a) Except as set forth in this Section 9.3, all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions shall be paid by the Party incurring such expenses, whether or

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not the Merger is consummated; provided, however, that NitroMed and Archemix shall share equally all fees and expenses, other than attorneys’ and accountants’ fees and expenses, incurred in relation to the printing, mailing and filing with the SEC of the Form S-4 Registration Statement (including any financial statements and exhibits) and the Joint Proxy Statement/Prospectus (including any preliminary materials related thereto) and any amendments or supplements thereto.

(b) (i) If this Agreement is terminated (A) (x) by NitroMed or Archemix pursuant to Section 9.1(e) and (y) at any time before the NitroMed Stockholders’ Meeting an Acquisition Proposal with respect to NitroMed shall have been publicly announced, disclosed or otherwise communicated to the board of directors or stockholders of NitroMed and (z) within 12 months after the termination of this Agreement, NitroMed enters into any agreement for an Acquisition Transaction or consummates an Acquisition Transaction or (B) by Archemix pursuant to Section 9.1(f), in either case, without duplication, NitroMed shall pay to Archemix, within five Business Days after the earlier of entering into such agreement or such consummation, in the case of (A), or termination, in the case of (B), a nonrefundable fee in an amount equal to $1,500,000.

(ii) If this Agreement is terminated (A) (x) by NitroMed or Archemix pursuant to Section 9.1(d) and (y) at any time before the Archemix Stockholders’ Meeting an Acquisition Proposal with respect to Archemix shall have been publicly announced, disclosed or otherwise communicated to the board of directors of Archemix or stockholders of Archemix and (z) within 12 months after the termination of this Agreement, Archemix enters into any agreement for an Acquisition Transaction or consummates an Acquisition Transaction or (B) by NitroMed pursuant to Section 9.1(g), in either case, without duplication, Archemix shall pay to NitroMed, within five Business Days after the earlier of entering into such agreement or such consummation, in the case of (A), or termination, in the case of (B), a nonrefundable fee in an amount equal to $1,500,000.

(c) If this Agreement is terminated by Archemix pursuant to Section 9.1(l) and at the time of such termination Archemix is not in breach of this Agreement in a manner which would prevent the satisfaction of any condition in Section 6 and 7 required to be satisfied by Archemix, then NitroMed shall reimburse Archemix for its documented fees and expenses associated with the Agreement and the Contemplated Transactions, including fees and expenses of legal counsel and accountants and any fees and expenses incurred in the preparation of the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any preliminary materials related thereto) and any amendments or supplements thereto; provided, however, that such fees and expenses shall not exceed $1,500,000 if this Agreement is terminated pursuant to Section 9.1(l)(i) and $500,000 if this Agreement is terminated pursuant to Section 9.1(l)(ii) .

(d) If either Party fails to pay when due any amount payable by such Party under Section 9.3(b), then (i) such Party shall reimburse the other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the other Party of its rights under this Section 9.3, and (ii) such Party shall pay to the other Party interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the other Party in full) at a rate per annum equal to the “prime rate” (as announced by Bank of America or any successor thereto) in effect on the date such overdue amount was originally required to be paid.

10.   MISCELLANEOUS PROVISIONS

10.1  Non-Survival of Representations and Warranties.  The representations, warranties and covenants of Archemix, Merger Sub and NitroMed contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time.

10.2  Amendment.  This Agreement may be amended with the approval of the respective boards of directors of Archemix and NitroMed at any time (whether before or after the adoption of this Agreement by the stockholders of Archemix or before or after the approval of the NitroMed Certificate of Amendment or the issuance of shares of NitroMed Common Stock to the stockholders of Archemix pursuant to the terms of this Agreement by the stockholders of NitroMed); provided, however, that after any such adoption of this Agreement by the stockholders of Archemix, no amendment shall be made which by law requires further

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approval of the stockholders of Archemix without the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of Archemix and NitroMed.

10.3  Waiver.

(a) No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(b) No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

10.4  Entire Agreement; Counterparts; Exchanges by Facsimile.  This Agreement, the correspondence referred to in Section 2.9(i) and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all Parties by facsimile shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

10.5  Applicable Law; Jurisdiction.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the Parties to this Agreement (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware in any action or proceeding arising out of or relating to this Agreement or any of the Contemplated Transactions, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding (including counter-claims) arising out of or relating to this Agreement or any of the Contemplated Transactions in any other court. Each of the Parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party hereto may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 10.8. Nothing in this Section 10.5, however, shall affect the right of any Party to serve legal process in any other manner permitted by law.

10.6  Attorneys’ Fees.  In any action at law or suit in equity to enforce this Agreement or the rights of any of the Parties under this Agreement, the prevailing Party in such action or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.

10.7  Assignability; No Third Party Beneficiaries.  This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without the other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than: (a) the Parties hereto; (b) rights pursuant to Section 1, and (c) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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10.8  Notices.  Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered by hand, by registered mail, by courier or express delivery service or by facsimile to the address or facsimile telephone number set forth beneath the name of such Party below (or to such other address or facsimile telephone number as such Party shall have specified in a written notice given to the other Parties hereto):

if to NitroMed or Merger Sub:

NitroMed, Inc.
45 Hayden Avenue
Suite 3000
Lexington MA 02421
Fax: (781) 274-8080
Attention: Kenneth Bate, President and CEO

with a copy to:

Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
Fax: (858) 550-6420
Attention: Steven D. Singer, Esq.
           Jay E. Bothwick, Esq.
           Cynthia T. Mazareas, Esq.

if to Archemix:

Archemix Corp.
300 Third Street
Cambridge, MA 02142
Fax: (617) 621-9300
Attention: Errol B. DeSouza, President and CEO

with a copy to:

Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
Fax: (617) 542-2241
Attention: Jeffrey M. Wiesen, Esq.
           Scott A. Samuels, Esq.

10.9  Cooperation.  Each Party agrees to cooperate fully with the other Party and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by the other Party to evidence or reflect the Contemplated Transactions and to carry out the intent and purposes of this Agreement.

10.10  Severability.  Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the Parties hereto agree that the court making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the Parties hereto agree to replace such invalid or unenforceable term or provision with a valid and

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enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.

10.11  Other Remedies; Specific Performance.  Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being the addition to any other remedy to which they are entitled at law or in equity.

10.12  Construction.

(a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b) The Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.

(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement.

(e) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

NITROMED, INC.

By:  /s/  Kenneth M. Bate

Name:     Kenneth M. Bate

Title:  President and Chief Executive Officer

NEWPORT ACQUISITION CORP.

By:  /s/  Kenneth M. Bate

Name:     Kenneth M. Bate

Title:  President

ARCHEMIX CORP.

By:  /s/  Errol B. DeSouza

Name:     Errol B. DeSouza

Title:  President and Chief Executive Officer

SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER

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EXHIBIT A

DEFINITIONS

CERTAIN DEFINITIONS

For purposes of the Agreement (including this Exhibit A):

Archemix Common Stock.  “Archemix Common Stock” shall mean the common stock, $0.001 par value per share, of Archemix.

Archemix Contract.  “Archemix Contract” shall mean any Contract to which Archemix is a Party and (a) by which any of Archemix’s or any Archemix IP Rights or any other asset of Archemix is or may become bound or under which Archemix has, or may become subject to, any obligation; or (b) under which Archemix has or may acquire any right or interest.

Archemix IP Rights.  “Archemix IP Rights” shall mean all Intellectual Property owned by, licensed to, or controlled by Archemix that is necessary or used in Archemix’s business as presently conducted.

Archemix IP Rights Agreement.  “Archemix IP Rights Agreement” shall mean any Contract governing, related or pertaining to any Archemix IP Rights.

Archemix Material Adverse Effect.  “Archemix Material Adverse Effect” shall mean any effect, change, event, circumstance or development (each such item, an “Effect”) that, considered together with all other Effects that had occurred prior to the date of determination of the occurrence of the Archemix Material Adverse Effect, is or would reasonably be expected to be or to become materially adverse to, or has or would reasonably be expected to have or result in a material adverse effect on: (a) the business, financial condition, assets (including Intellectual Property), operations or financial performance or prospects of Archemix; or (b) the ability of Archemix to consummate the Merger or any of the other Contemplated Transactions or to perform any of its covenants or obligations under the Agreement; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be an Archemix Material Adverse Effect: (i) any change in the business, financial condition, assets, operations or financial performance or prospects of Archemix caused by, related to or resulting from, directly or indirectly, the Contemplated Transactions or the announcement thereof, (ii) any failure by Archemix to meet internal projections or forecasts for any period, (iii) any adverse change, effect or occurrence attributable to the United States economy as a whole or the industries in which Archemix competes, (iv) any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation or armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of the foregoing, (v) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof, or (vi) any Effect resulting from the announcement or pendency of the Merger, so long as, the effects in (iii), (iv) and (v) of this definition do not disproportionately affect Archemix relative to the other participants in the industry or industry sectors in which Archemix operates.

Archemix Options.  “Archemix Options” shall mean options to purchase shares of Archemix Common Stock issued by Archemix.

Archemix Preferred Stock.  “Archemix Preferred Stock” shall mean Archemix Series A Preferred Stock, Archemix Series B Preferred Stock and Archemix Series C Preferred Stock.

Archemix Products.  “Archemix Products” shall mean all products being manufactured, distributed or developed by or on behalf of Archemix.

Archemix Related Party.  “Archemix Related Party” shall mean (i) each of the stockholders of Archemix listed on Schedule 2 hereto; (ii) each individual who is, or who has at any time been, an officer or director of Archemix; (iii) each member of the immediate family of each of the individuals referred to

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in clause (i) and (ii) above; and (iv) any trust or other Entity (other than Archemix) in which any one of the Persons referred to in clauses (i), (ii) or (iii) above holds (or in which more than one of such Persons collectively hold), beneficially or otherwise, a material voting, proprietary, equity or other financial interest.

Archemix Registered IP.  “Archemix Registered IP” shall mean all Archemix IP Rights that are filed or issued under the authority of, with or by any Governmental Body, including all patents, registered copyrights and registered trademarks and all applications for any of the foregoing.

Archemix Series A Preferred Stock.  “Archemix Series A Preferred Stock” shall mean shares of Archemix’s Series A Convertible Preferred Stock, par value $0.01 per share.

Archemix Series B Preferred Stock.  “Archemix Series B Preferred Stock” shall mean shares of Archemix’s Series B Convertible Preferred Stock, par value $0.01 per share.

Archemix Series C Preferred Stock.  “Archemix Series C Preferred Stock” shall mean shares of Archemix’s Series C Convertible Preferred Stock, par value $0.01 per share.

Archemix Stock Option Plan.  “Archemix Stock Option Plan” shall mean the Amended and Restated 2001 Employee Consultant and Director Stock Plan, as amended, of Archemix.

Archemix Target Cash.  “Archemix Target Cash” shall mean Archemix’s cash, cash equivalents and short-term and long-term investments, calculated in accordance with GAAP, on the earlier of March 31, 2009 or the date on which NitroMed Net Cash is calculated pursuant to Section 1.7 hereof.

Archemix Triggering Event.  An “Archemix Triggering Event” shall be deemed to have occurred if: (i) the board of directors of Archemix shall have failed to recommend that the stockholders of Archemix vote to adopt this Agreement, or shall for any reason have withdrawn or shall have modified in a manner adverse to NitroMed the Archemix Board Recommendation; (ii) Archemix shall have failed to include in the Joint Proxy Statement/Prospectus the Archemix Board Recommendation; (iii) Archemix shall have failed to hold the Archemix Stockholders’ Meeting within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act (other than to the extent that the Form S-4 Registration Statement is subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Form S-4 Registration Statement, in which case such 45-day period shall be tolled for so long as such stop order remains in effect or proceeding or threatened proceeding remains pending); (iv) the board of directors of Archemix shall have approved, endorsed or recommended any Acquisition Proposal; or (v) Archemix shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to Section 4.5)

Archemix Warrants.  “Archemix Warrants” shall mean warrants to purchase Archemix Common Stock or Archemix Series A Preferred Stock.

Acquisition Inquiry.  “Acquisition Inquiry” shall mean, with respect to a Party, an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by Archemix, on the one hand or NitroMed, on the other hand, to the other Party) that could reasonably be expected to lead to an Acquisition Proposal with such Party; provided however, that any inquiry, indication of interest or request for information related to the BiDil Divestiture or the NO Program Divestiture and the transactions contemplated thereby and any transactions undertaken, continued or consummated in connection with those matters will be deemed not to be an “Acquisition Inquiry.”

Acquisition Proposal.  “Acquisition Proposal” shall mean, with respect to a Party, any offer or proposal (other than an offer or proposal made or submitted by Archemix, on the one hand or NitroMed, on the other hand to the other Party) contemplating or otherwise relating to any Acquisition Transaction with such Party; provided however, that any offer or proposal related to the BiDil Divestiture, the NO Program Divestiture or any Contract described on Part 4.3 of the Archemix Disclosure Schedule, and any

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of the transactions contemplated thereby and any transactions undertaken, continued or consummated in connection with those matters will be deemed not to be an “Acquisition Proposal.”

Acquisition Transaction.  “Acquisition Transaction” shall mean any transaction or series of transactions involving:

(a) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a Party is a constituent corporation; (ii) in which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 15% of the outstanding securities of any class of voting securities of a Party or any of its Subsidiaries; or (iii) in which a Party or any of its Subsidiaries issues securities representing more than 15% of the outstanding securities of any class of voting securities of such Party or any of its Subsidiaries;

(b) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for: (i) 15% or more of the consolidated net revenues of a Party and its Subsidiaries, taken as a whole, consolidated net income of a Party and its Subsidiaries, taken as a whole, or consolidated book value of the assets of a Party and its Subsidiaries, taken as a whole; or (ii) 15% or more of the fair market value of the assets of a Party and its Subsidiaries, taken as a whole; or

(c) any liquidation or dissolution of a Party; provided, however, that any transaction or series of transactions involving circumstances set forth in clauses (a)-(c) of this definition which relate to the BiDil Divestiture, the NO Program Divestiture or any Contract described on Part 4.3 of the Archemix Disclosure Schedule, and any of the transactions contemplated thereby and any transactions undertaken, continued or consummated in connection with those matters will be deemed not to be an “Acquisition Transaction.”

Affiliate.  “Affiliate” shall mean any Person under common control with such Party within the meaning of Sections 414(b), (c), (m) and (o) of the Code, and the regulations issued thereunder.

Agreement.  “Agreement” shall mean the Agreement and Plan of Merger to which this Exhibit A is attached, as it may be amended from time to time.

Applicable Archemix Common Stock Exchange Ratio shall be determined in accordance with Schedule I hereto.

Applicable Archemix Preferred Stock Exchange Ratio shall be determined in accordance with Schedule I hereto.

BiDil.  “BiDil” means the prescription medicine commercially marketed by NitroMed that consists of a combination of hydralazine hydrochloride and isosorbide dinitrate.

Business Day.  “Business Day” shall mean any day other than a day on which banks in the Commonwealth of Massachusetts are authorized or obligated to be closed.

COBRA.  “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

Code.  “Code” shall mean the Internal Revenue Code of 1986, as amended.

Confidentiality Agreement.  “Confidentiality Agreement” shall mean the Confidentiality Agreement dated June 2, 2008, between Archemix and NitroMed.

Consent.  “Consent” shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

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Contemplated Transactions.  “Contemplated Transactions” shall mean the Merger and the other transactions and actions contemplated by the Agreement.

Contract.  “Contract” shall, with respect to any Person, mean any written, oral or other agreement, contract, subcontract, lease (whether real or personal property), mortgage, understanding, arrangement, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature to which such Person is a party or by which such Person or any of its assets are bound or affected under applicable law.

DGCL.  “DGCL” shall mean the General Corporation Law of the State of Delaware.

Encumbrance.  “Encumbrance” shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, preemptive right, community property interest, any restriction on the voting of any security, any restriction on the transfer of any security or other asset, and any restriction on the receipt of any income derived from any asset other than (a) mechanic’s, materialmen’s and similar liens, (b) liens arising under worker’s compensation, unemployment insurance and similar legislation, and (c) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business.

Entity.  “Entity” shall mean any corporation (including any non-profit corporation), partnership (including any general partnership, limited partnership or limited liability partnership), joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity.

Environmental Law.  “Environmental Law” means any federal, state, local or foreign Legal Requirement relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern.

ERISA.  “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

Exchange Act.  “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

FMLA.  “FMLA” shall mean the Family Medical Leave Act of 1993, as amended.

Form S-4 Registration Statement.  “Form S-4 Registration Statement” shall mean the registration statement on Form S-4 to be filed with the SEC by NitroMed in connection with issuance of NitroMed Common Stock pursuant to the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

Governmental Authorization.  “Governmental Authorization” shall mean any: (a) Permit, license, certificate, franchise, permission, variance, exceptions, orders, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body.

Governmental Body.  “Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any Taxing authority); or (d) self-regulatory organization (including the NASDAQ Global Market).

Intellectual Property.  “Intellectual Property” shall mean United States, foreign and international patents, patent applications, including provisional applications, statutory invention registrations, invention disclosures, inventions, trademarks, service marks, trade names, domain names, URLs, trade dress, logos

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and other source identifiers, including registrations and applications for registration thereof, copyrights, including registrations and applications for registration thereof, software, formulae, customer lists, trade secrets, know-how, methods, processes, protocols, specifications, techniques, and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing, such as laboratory notebooks, samples, studies and summaries) confidential information and other proprietary rights and intellectual property, whether patentable or not.

IRS.  “IRS” shall mean the United States Internal Revenue Service.

Joint Proxy Statement/Prospectus.  “Joint Proxy Statement/Prospectus” shall mean the joint proxy statement/prospectus to be sent to the stockholders of Archemix in connection with the Archemix Stockholders’ Meeting and to the stockholders of NitroMed in connection with the NitroMed Stockholders’ Meeting.

Key Employee.  “Key Employee” shall mean an executive officer of Archemix or NitroMed, as applicable, or any employee that reports directly to the board of directors or chief executive officer of Archemix or NitroMed, as applicable.

Knowledge.  “Knowledge” means, with respect to an individual, that such individual is actually aware of the relevant fact or such individual would reasonably be expected to know such fact in the ordinary course of the performance of the individual’s employee or professional responsibility. Any Person that is an Entity shall have Knowledge if any officer of such Person as of the date such knowledge is imputed has Knowledge of such fact or other matter.

Legal Proceeding.  “Legal Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

Legal Requirement.  “Legal Requirement” shall mean any federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of the NASDAQ Global Market or the Financial Industry Regulatory Authority).

Materials of Environmental Concern.  “Materials of Environmental Concern” include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is now or hereafter regulated by any Environmental Law or that is otherwise a danger to health, reproduction or the environment.

Net Cash.  “Net Cash” shall mean, as of any particular date (actual or future), without repetition (a) the sum of (i) NitroMed’s cash and cash equivalents, short-term and long-term investments, accounts receivable, net and restricted cash and (ii) 75% of the face value of any auction rate securities, in each case as of such date and determined in a manner substantially consistent with the manner in which such items were determined for NitroMed’s then most recent consolidated balance sheets filed with the SEC (“NitroMed’s Most Recent SEC Balance Sheet”) minus (b) the sum of NitroMed’s accounts payable and accrued expenses, in each case as of such date and determined in a manner substantially consistent with the manner in which such items were determined for NitroMed’s Most Recent SEC Balance Sheet minus (c) the amount of contractual obligations as of such date determined in a manner substantially consistent with the manner in which the “Contractual Obligations” table included in the Management’s Discussion and Analysis of Financial Condition section of NitroMed’s most recent Form 10-K for the year ended December 31, 2007 filed with the SEC was determined minus (d) the remaining cash cost of restructuring accruals as of such date determined in a manner substantially consistent with the manner in which such item was determined for NitroMed’s Most Recent SEC Balance Sheet minus (e) the cash cost of any change of control payments, severance payments or payments under Section 280G of the Code that become due to any employee of NitroMed solely as a result of the Merger and the Contemplated Transactions minus (f) the cash cost of any accrued and unpaid retention payments due to any NitroMed

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employee as of such date minus (g) the cash cost of any and all billed and unpaid Taxes (including estimates from any estimated tax costs arising out of any specific tax review that may be underway at the Effective Time) for which NitroMed is liable in respect of any period ending on or before such date minus (h) the remaining cash cost, if any, as of such date of any liabilities or expenses to NitroMed associated with the matters referred to in Schedule 3.14 of the NitroMed Disclosure Schedule minus (i) any remaining fees and expenses as of such date for which NitroMed is liable pursuant to this Agreement incurred by NitroMed in connection with this Agreement and the Contemplated Transactions minus (j) chargebacks relating to the BiDil product minus (k) unpaid Taxes and Tax accruals or good faith estimates therefor, including sales and use Taxes, any alternative minimum tax due with respect to the BiDil Divestiture and related professional and filing fees, minus (l) any amounts paid by NitroMed on or prior to such date in satisfaction of its obligations under Section 5.7(c), (d) or (e). No costs or expenses shall be deducted under any clause above to the extent already deducted pursuant to any other clause above. For the avoidance of doubt, no payments to be received following the anticipated date of Closing, other than from accounts receivable resulting from sales of products in the ordinary course of business, shall be included in the Net Cash Schedule.

NitroMed Common Stock.  “NitroMed Common Stock” shall mean the common stock, $0.01 par value per share, of NitroMed.

NitroMed Contract.  “NitroMed Contract” shall mean any Contract to which NitroMed or any of its Subsidiaries is a party and (a) by which NitroMed or any NitroMed IP Rights or any other asset of NitroMed is or may become bound or under which NitroMed has, or may become subject to, any obligation; or (b) under which NitroMed or any of its Subsidiaries has or may acquire any right or interest.

NitroMed IP Rights.  “NitroMed IP Rights” shall mean all Intellectual Property owned, licensed, or controlled by NitroMed and its Subsidiaries that is necessary or used in NitroMed’s business as presently conducted.

NitroMed IP Rights Agreement.  “NitroMed IP Rights Agreement” shall mean any Contract governing, related or pertaining to any NitroMed IP Rights

NitroMed Material Adverse Effect.  “NitroMed Material Adverse Effect” shall mean any Effect that, considered together with all other Effects that had occurred prior to the date of determination of the occurrence of the NitroMed Material Adverse Effect, is or would reasonably be expected to be or to become materially adverse to, or has or would reasonably be expected to have or result in a material adverse effect on: (a) the business, financial condition, assets (including Intellectual Property), operations or financial performance or prospects of NitroMed and its Subsidiaries taken as a whole; or (b) the ability of NitroMed to consummate the Merger or any of the other Contemplated Transactions or to perform any of its covenants or obligations under the Agreement; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be a NitroMed Material Adverse Effect: (i) any change in the business, financial condition, assets, operations or financial performance or prospects of NitroMed and the NitroMed Subsidiaries taken as a whole caused by, related to or resulting from, directly or indirectly, the Contemplated Transactions, (ii) a change in the stock price or trading volume of NitroMed Common Stock or any failure by NitroMed to meet internal projections or forecasts for any period, (iii) any adverse change, effect or occurrence attributable to the United States economy as a whole or the industries in which NitroMed competes, (iv) any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation of armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of the foregoing, (v) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof, (vi) any Effect resulting from the announcement or pendency of the Merger, or (vii) consummation of the BiDil Divestiture or the NO Program Divestiture, so long as, the effects in (iii), (iv) and (v) of this definition do not

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disproportionately affect NitroMed relative to the other participants in the industry or industry sectors in which NitroMed operates.

NitroMed Options.  “NitroMed Options” shall mean options to purchase shares of NitroMed Common Stock issued by NitroMed.

NitroMed Products.  “NitroMed Products” shall mean all products being manufactured, distributed or developed by or on behalf of NitroMed.

NitroMed Registered IP.  “NitroMed Registered IP” shall mean all NitroMed IP Rights that are filed or issued under the authority of, with or by any Governmental Body, including all patents, registered copyrights and registered trademarks and all applications for any of the foregoing.

NitroMed Related Party.  “NitroMed Related Party” shall mean any affiliate, as defined in Rule 12b-2 under the Securities Act.

NitroMed Triggering Event.  A “NitroMed Triggering Event” shall be deemed to have occurred if: (i) the board of directors of NitroMed shall have failed to recommend that the stockholders of NitroMed vote to approve the NitroMed Certificate of Amendment, the BiDil Divestiture and the transactions contemplated thereby (if not previously approved or scheduled for consideration at a separate meeting of holders of NitroMed Common Stock) or the issuance of NitroMed Common Stock pursuant to the Merger, or shall for any reason have withdrawn or shall have modified in a manner adverse to Archemix the NitroMed Board Recommendation (subject to the proviso in Section 5.3(b)); (ii) NitroMed shall have failed to include in the Joint Proxy Statement/Prospectus the NitroMed Board Recommendation (subject to the proviso in Section 5.3(b)); (iii) NitroMed shall have failed to hold the NitroMed Stockholders’ Meeting within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act (other than to the extent that the Form S-4 Registration Statement is subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Form S-4 Registration Statement, in which case such 45-day period shall be tolled for so long as such stop order remains in effect or proceeding or threatened proceeding remains pending); (iv) the board of directors of NitroMed shall have approved, endorsed or recommended any Acquisition Proposal; or (v) NitroMed shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to Section 4.5).

Ordinary Course of Business.  “Ordinary Course of Business” shall mean, in the case of each of Archemix, NitroMed and the NitroMed Subsidiaries, such reasonable and prudent actions taken in the ordinary course of its normal operations and consistent with its past practices.

Party.  “Party” or “Parties” shall mean Archemix, Merger Sub and NitroMed.

Permit.  “Permit” or “Permits” shall mean all permits, licenses, and other approvals or authorizations of any Governmental Body.

Person.  “Person” shall mean any individual, Entity or Governmental Body.

Related Agreements.  “Related Agreements” shall mean the Archemix Stockholder Voting Agreements, the NitroMed Stockholder Voting Agreements, the Certificate of Merger, the Joint Proxy Statement/Prospectus, the BiDil Asset Purchase Agreement and any other documents or agreements executed in connection with this Agreement or the Contemplated Transactions.

Representatives.  “Representatives” shall mean directors, officers, other employees, agents, attorneys, accountants, advisors and representatives.

Sarbanes-Oxley Act.  “Sarbanes-Oxley Act” shall mean the Sarbanes-Oxley Act of 2002, as it may be amended from time to time.

SEC.  “SEC” shall mean the United States Securities and Exchange Commission.

Securities Act.  “Securities Act” shall mean the Securities Act of 1933, as amended.

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Subsidiary.  An entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record, (a) an amount of voting securities of other interests in such entity that is sufficient to enable such Person to elect at least a majority of the members of such entity’s board of directors or other governing body, or (b) at least 50% of the outstanding equity, voting, beneficial or financial interests in such Entity.

Superior Offer.  “Superior Offer” shall mean an unsolicited bona fide written offer by a third party to enter into (i) a merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction as a result of which either (A) the Party’s stockholders prior to such transaction in the aggregate cease to own at least 50% of the voting securities of the entity surviving or resulting from such transaction (or the ultimate parent entity thereof) or (B) in which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) directly or indirectly acquires beneficial or record ownership of securities representing 50% or more of the Party’s capital stock or (ii) a sale, lease, exchange transfer, license, acquisition or disposition of any business or other disposition of at least 50% of the assets of the Party or its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions that: (a) was not obtained or made as a direct or indirect result of a breach of (or in violation of) the Agreement; and (b) is on terms and conditions that the board of directors of NitroMed or Archemix, as applicable, determines, in its good faith judgment, after obtaining and taking into account such matters that its board of directors deems relevant following consultation with its outside legal counsel and financial advisor: (x) is more favorable, from a financial point of view, to NitroMed or NitroMed’s stockholders or Archemix or Archemix’s stockholders, as applicable, than the terms of the Merger; and (y) is reasonably capable of being consummated; provided, however, that any such offer shall not be deemed to be a “Superior Offer” if (I) any financing required to consummate the transaction contemplated by such offer is not committed unless the board of directors of NitroMed or Archemix, as applicable, determines in good faith, that any required financing is reasonably capable of being obtained by such third party, or (II) the consummation of such transaction is contingent on any such financing being obtained.

Tax.  “Tax” shall mean any federal, state, local, foreign or other taxes, levies, charges and fees or other similar assessments or liabilities in the nature of a tax, including, without limitation, any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, unemployment tax, national health insurance tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax, payroll tax, customs duty, alternative or add-on minimum or other tax of any kind whatsoever, and including any fine, penalty, assessment, addition to tax or interest, whether disputed or not.

Tax Return.  “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

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ADDITIONAL DEFINITIONS

Each of the following definitions is set forth in the section of the Agreement indicated below:

Definition	Section
Archemix	Recitals
Archemix Affiliate	5.14
Archemix Audited Balance Sheet	2.4(a)(i)
Archemix Board Recommendation	5.2(b)
Archemix Certificate	1.6
Archemix Certificate of Incorporation	2.2
Archemix Constituent Documents	2.2
Archemix Disclosure Schedule	2
Archemix Financial Statements	2.4(a)
Archemix Foreign Plan	2.15(k)
Archemix Intervening Event	5.2(c)
Archemix Plans	2.15(s)
Archemix Returns	2.14(a)
Archemix Stock Certificate	1.8
Archemix Stockholder Voting Agreements	Recitals
Archemix Stockholders’ Meeting	5.2(a)
Archemix Unaudited Interim Balance Sheet	2.4(a)(ii)
Agreement	Preamble
BiDil Asset Purchase Agreement	4.2(a)
BiDil Divestiture	4.2(a)
Closing	1.3
Closing Date	1.3
Continuing Plans	4.6
Conversion Factor	1.6(a)
D&O Indemnified Parties	5.7(a)
Dispute Net Cash Determination Date	1.7(d)
Dispute Notice	1.7(b)
Dissenting Shares	1.9
Effective Time	1.3
Equity Retention Plan	5.13
Equity Retention Plan Options	5.13
Exchange Agent	1.8(a)
Exchange Fund	1.8(a)
First Anticipated Closing Date	1.7(a)
GAAP	2.4(b)
Lapse Date	1.7(b)
Merger	Recitals
Merger Sub	Preamble
Net Cash Estimation	1.7(a)
Net Cash Schedule	1.7(a)
NitroMed	Preamble
NitroMed Board Recommendation	5.3(b)

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Definition	Section
NitroMed Balance Sheet	3.6(a)
NitroMed Balance Sheet Date	3.5(h)
NitroMed Certificate of Amendment	1.5(a)
NitroMed Constituent Documents	3.2
NitroMed Disclosure Schedule	3
NitroMed Foreign Plan	3.13(k)
NitroMed Intervening Event	5.3(c)
NitroMed Option Plans	3.3(b)
NitroMed Plan	3.13(s)
NitroMed Returns	3.12(a)
NitroMed SEC Documents	3.4(a)
NitroMed Stockholder Voting Agreements	Recitals
NitroMed Stockholders’ Meeting	5.3(a)
Non-Dispute Net Cash Determination Date	1.7(c)
NO Program Divestiture	4.2(a)
Pension Plan	2.15(k)
Pre-Closing Period	4.1
Registrable Merger Shares	5.15
Required Archemix Stockholder Vote	2.22
Required NitroMed Stockholder Vote	3.19
Reverse Stock Split	1.5(a)(i)
Shelf Registration Statement	5.15
Subsequent Anticipated Closing Date	1.7(e)
Surviving Corporation	1.1

A-78

SCHEDULE I

to

Agreement and Plan of Merger and Reorganization
by and among
NitroMed, Inc., Newport Acquisition Corp.,
and
Archemix Corp.

The Applicable Archemix Common Stock Exchange Ratio and the Applicable Archemix Preferred Stock Ratio shall be determined as follows:

Merger Shares =	Total number of shares of NitroMed Common Stock issued in the Merger, or issuable upon exercise of (i) outstanding Archemix Options or outstanding Archemix Warrants assumed in the Merger as set forth in Section 5.5 of the Merger Agreement, or (ii) Equity Retention Plan Options; provided, however, that any shares of NitroMed Common Stock issued in the Merger or issuable with respect to any shares of Archemix capital stock issued or issuable in connection with any Contract described on Part 4.3 of the Archemix Disclosure Schedule shall not be counted.
NitroMed Equivalents =	Total number of shares of NitroMed Common Stock outstanding at the Effective Time, or issuable upon outstanding NitroMed Options; provided, however, that any NitroMed Options described on Part 3.3(b) of the NitroMed Disclosure Schedule that are cancelled prior to the Effective Time shall not be counted.
Adjusted Net Cash =	Either (i) the sum of Net Cash and $19,285,714, if Archemix Target Cash is equal to or greater than the amount specified in Part 1.6(a) of the Archemix Disclosure Schedule, or (ii) the sum of Net Cash and $24,285,714, if Archemix Target Cash is less than the amount specified in Part 1.6(a) of the Archemix Disclosure Schedule.
Where:	NitroMed Equivalents x 150,000,000  =  Merger Shares           Adjusted Net Cash

The Applicable Archemix Common Stock Exchange Ratio shall equal the product of (i) Merger Shares and (ii) the quotient of 0.238481 divided by 51,691,616.

The Applicable Archemix Preferred Stock Exchange Ratio shall equal the product of (i) Merger Shares and (ii) the quotient of 0.761519 divided by 105,624,995.

A-79

SCHEDULE II

to

Agreement and Plan of Merger and Reorganization

by and among

NitroMed, Inc., Newport Acquisition Corp.,

and

Archemix Corp.

Form of Calculation of Net Cash

A-80

ANNEX B

SECTION 262 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

§ 262 APPRAISAL RIGHTS.

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to §228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to §251 (other than a merger effected pursuant to §251(g) of this title), §252, §254, §257, §258, §263 or §264 of this title:

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under §253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate

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of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to §228 or §253 of this title, then, either a constituent corporation before the effective date of the merger or consolidation, or the surviving or resulting corporation within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section here of and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the

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Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section here of, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section here of, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of

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stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. (8 Del. C. 1953, § 262; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 24; 57 Del. Laws, c. 148, §§ 27-29; 59 Del. Laws, c. 106, § 12; 60 Del. Laws, c. 371, §§ 3-12; 63 Del. Laws, c. 25, § 14; 63 Del. Laws, c. 152, §§ 1, 2; 64 Del. Laws, c. 112, §§ 46-54; 66 Del. Laws, c. 136, §§ 30-32; 66 Del. Laws, c. 352, § 9; 67 Del. Laws, c. 376, §§ 19, 20; 68 Del. Laws, c. 337, §§ 3, 4; 69 Del. Laws, c. 61, § 10; 69 Del. Laws, c. 262, §§ 1-9; 70 Del. Laws, c. 79, § 16; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 299, §§ 2, 3; 70 Del. Laws, c. 349, § 22; 71 Del. Laws, c. 120, § 15; 71 Del. Laws, c. 339, §§ 49-52; 73 Del. Laws, c. 82, § 21; 76 Del. Laws, c. 145, §§ 11-16.)

B-4

ANNEX C

November 17, 2008

Board of Directors
NitroMed, Inc.
45 Hayden Avenue
Lexington, MA 02421

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of view, to NitroMed, Inc. (the “Company”) of the Consideration (as defined below) to be paid by the Company pursuant to the terms of that certain Agreement and Plan of Merger, to be dated as of November 18, 2008 (the “Agreement”), by and among Archemix Corp. (“Archemix”), Newport Acquisition Corp. (“Merger Sub”) and the Company.

As more specifically set forth in the Agreement, and subject to the terms, conditions and adjustments set forth in the Agreement and as further described to us by management of the Company, Merger Sub shall be merged with and into Archemix (the “Merger”), with Archemix continuing as the surviving corporation, and (i) each share of Archemix Common Stock and Series C Preferred Stock outstanding immediately prior to the effective time of the Merger (subject to certain exceptions) shall be converted into the right to receive 0.5748 of a share of Company Common Stock and (ii) each share of Archemix Series A Preferred Stock and Archemix Series B Preferred Stock outstanding immediately prior to the effective time of the Merger (subject to certain exceptions) shall be converted into the right to receive 0.8983 of a share of Company Common Stock. The shares of Company Common Stock to be issued to the former holders of Archemix Common Stock, Archemix Series A Preferred Stock, Archemix Series B Preferred Stock and Archemix Series C Preferred Stock pursuant to the Merger are referred to collectively herein as the “Consideration.”

Cowen and Company, LLC (“Cowen”), as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In the ordinary course of our business, we and our affiliates may trade the securities of the Company for our own account and for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities.

We are acting as exclusive financial advisor to the Board of Directors of the Company in connection with the Merger and will receive a fee from the Company for our services pursuant to the terms of our engagement letter with the Company dated as of January 14, 2008, as amended on September 2, 2008 (the “Engagement Letter”), a significant portion of which is contingent upon the consummation of the Merger. We will also receive a fee for providing this Opinion. In addition, the Company has agreed to reimburse our expenses and indemnify us for certain liabilities that may arise out of our engagement.

Cowen and Company, LLC

1221 Avenue of the Americas

New York, NY 10020

tel 1 646 562 1000

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In addition, Cowen has provided an opinion to the Board of Directors of the Company in connection with the BiDil Divestiture (as defined in the Agreement) and has received certain fees pursuant to the Engagement Letter with respect to such opinion. Cowen was also offered the opportunity to act as joint book-running managing underwriter for the initial public offering that was considered but withdrawn by Archemix. In the two years preceding the date of this Opinion, Cowen has not had any other material relationship with the Company or any other party to the Merger. Cowen and its affiliates may in the future provide commercial and investment banking services to the Company or any party to the Merger and may receive fees for the rendering of such services.

In connection with our opinion, we have reviewed and considered such financial and other matters as we have deemed relevant, including, among other things:

•     a draft of the Agreement received on November 13, 2008, which is the most recent draft made available to Cowen;

•     certain publicly available financial and other information for the Company and Archemix, respectively, including equity research, and certain other relevant financial and operating data furnished to Cowen by the managements of the Company and Archemix, respectively;

•     certain internal financial analyses, financial projections, reports and other information concerning Archemix (the “Archemix Forecasts”) prepared by the management of Archemix;

•     discussions Cowen has had with certain members of the management of Archemix concerning the historical and current business operations, financial condition and prospects of Archemix and such other matters Cowen deemed relevant;

•     discussions Cowen has had with certain members of the management of the Company concerning the historical and current business operations, financial condition and prospects of the Company, including, more specifically, that the Company does not, and does not intend to, engage in any activity that may result in the generation of any revenue, and such other matters Cowen deemed relevant;

•     certain operating results of Archemix as compared to the operating results, reported price and trading histories of certain publicly traded companies Cowen deemed relevant;

•     certain financial terms of certain companies that completed their initial public offerings that Cowen deemed relevant;

•     certain financial terms of the Merger as compared to the financial terms of certain selected business combinations Cowen deemed relevant;

•     certain pro forma financial effects of the Merger; and

•     such other information, financial studies, analyses and investigations and such other factors that Cowen deemed relevant for the purposes of its opinion.

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In conducting our review and arriving at our opinion, we have, with your consent, assumed and relied, without independent investigation, upon the accuracy and completeness of all financial and other information provided to us by the Company and Archemix, respectively, or which is publicly available or was otherwise reviewed by us. We have not undertaken any responsibility for the accuracy, completeness or reasonableness of, or independent verification of, such information. We have relied upon, without independent verification, the assessment of Company management as to the existing products and services of the Company and Archemix and the viability of, and risks associated with, the future products and services of the Company and Archemix. In addition, we have not conducted, nor have we assumed any obligation to conduct, any physical inspection of the properties or facilities of the Company or Archemix. We have further relied upon the Company’s representation that all information provided to us by the Company or Archemix is accurate and complete in all material respects. We have been instructed by the Company, and we have assumed, with your consent, that the only asset of the Company is its Net Cash (as defined in the Agreement) and that the Company does not, and does not intend to, engage in any activity that may result in the generation of any revenue. We also have assumed, with your consent, that the Company’s Net Cash at Close will be $37.7 million. We have, with your consent, assumed that the financial forecasts which we examined were reasonably prepared by the management of Archemix on bases reflecting the best currently available estimates and good faith judgments of such management as to the future performance of Archemix, and that such forecasts provide a reasonable basis for our opinion. We express no opinion as to the Archemix Forecasts or the assumptions on which they were made. We expressly disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting our opinion of which we become aware after the date hereof.

We have not made or obtained any independent evaluations, valuations or appraisals of the assets or liabilities of the Company or Archemix, nor have we been furnished with such materials. In addition, we have not evaluated the solvency or fair value of the Company or Archemix under any state or federal laws relating to bankruptcy, insolvency or similar matters. With respect to all legal matters relating to the Company and Archemix, we have relied on the advice of legal counsel to the Company. Our opinion addresses only the fairness of the Consideration, from a financial point of view, to the Company. We express no view as to any other aspect or implication of the Merger, the Agreement or any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise, including the BiDil Divestiture and the use of proceeds therefrom. Our opinion is necessarily based upon economic and market conditions and other circumstances as they exist and can be evaluated by us on the date hereof. It should be understood that although subsequent developments may affect our opinion, we do not have any obligation to update, revise or reaffirm our opinion and we expressly disclaim any responsibility to do so.

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For purposes of rendering our opinion we have assumed, in all respects material to our analysis, that the representations and warranties of each party contained in the Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver thereof. We have assumed that the final form of the Agreement will be substantially similar to the last draft reviewed by us. We have also assumed that all governmental, regulatory and other consents and approvals contemplated by the Agreement will be obtained and that in the course of obtaining any of those consents no restrictions will be imposed or waivers made that would have an adverse effect on the contemplated benefits of the Merger. You have informed us, and we have assumed, that the Merger will be treated as a tax-free reorganization.

It is understood that this letter is intended for the benefit and use of the Board of Directors of the Company in its consideration of the Merger and may not be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without our prior written consent. This letter does not constitute a recommendation to any stockholder as to how such stockholder should vote with respect to the Merger or to take any other action in connection with the Merger or otherwise. We have not been requested to opine as to, and our opinion does not in any manner address, the Company’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to other business strategies or transactions that might be available to the Company. In addition, we have not been requested to opine as to, and our opinion does not in any manner address, the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or class of such persons, relative to the compensation to the public stockholders of the Company. Furthermore, we express no view as to the price, trading range or value of shares of Company Common Stock following the consummation of the Merger.

This Opinion was reviewed and approved by Cowen’s Fairness Opinion Review Committee.

Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein, it is our opinion that, as of the date hereof, the Consideration to be paid by the Company in the Merger is fair, from a financial point of view, to the Company.

Very truly yours,

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ANNEX D

CERTIFICATE OF AMENDMENT OF
RESTATED
CERTIFICATE OF INCORPORATION
OF NITROMED, INC.

PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

NitroMed, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

The Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law duly adopted a resolution setting forth a proposed amendment to the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) and declaring such amendment advisable. The stockholders of the Corporation pursuant to Section 242 of the General Corporation Law duly approved and adopted such proposed amendment at a special meeting of stockholders called and held upon notice in accordance with Section 222 of the General Corporation Law. Accordingly, to effect such proposed amendment:

Section 3, Paragraph FOURTH of the Certificate of Incorporation is hereby amended by deleting it in its entirety and inserting in lieu thereof the following three paragraphs:

FOURTH: That, at 5:00 p.m., Eastern time, on the date of filing of this Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), a [one-for-          ]¹ reverse stock split of the Corporation’s Common Stock shall become effective, pursuant to which each [     ]¹ shares of Common Stock issued or outstanding (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into [one] validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares designated as the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.01 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. In lieu of any fractional shares to which a stockholder would otherwise be entitled (after taking into account all fractional shares of Common Stock otherwise issuable to such holder), the Corporation shall, upon surrender of such holder’s certificate(s) representing such fractional shares of Common Stock, pay cash in an amount equal to such fractional share of Common Stock multiplied by the then fair value of the Common Stock as determined by the Board of Directors.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time); provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.

¹ Shall be a number greater than one and equal to or less than 50 and shall include not more than three decimal digits.

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The total number of shares of all classes of stock which the Corporation shall have authority to issue is 70,000,000 shares, consisting of (i) 65,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock.)”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President, Chief Executive Officer and Interim Chief Financial Officer on this       day of           , 2009.

NITROMED, INC.

By: 

Name:     Kenneth M. Bate

Title:  President, Chief Executive Officer and

Interim Chief Financial Officer

D-2

ANNEX E

CERTIFICATE OF AMENDMENT OF
RESTATED
CERTIFICATE OF INCORPORATION
OF NITROMED, INC

PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

NitroMed, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

The Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law duly adopted a resolution setting forth a proposed amendment to the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) and declaring such amendment advisable. The stockholders of the Corporation pursuant to Section 242 of the General Corporation Law duly approved and adopted such proposed amendment at a special meeting of stockholders called and held upon notice in accordance with Section 222 of the General Corporation Law. Accordingly, to effect such proposed amendment:

Section 3, Paragraph FIRST of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

“FIRST: The name of the Corporation is Archemix Corp.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President, Chief Executive Officer and Interim Chief Financial Officer on this       day of           , 2009.

NITROMED, INC.

By: 

Name:     Kenneth M. Bate

Title:  President, Chief Executive Officer and

Interim Chief Financial Officer

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PART II

INFORMATION NOT REQUIRED IN JOINT PROXY STATEMENT/PROSPECTUS

Item 20.   Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or another enterprise if serving such enterprise at the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection therewith.

NitroMed’s certificate of incorporation and bylaws provide that NitroMed shall, to the fullest extent authorized by the Delaware General Corporation Law, indemnify its directors and executive officers; provided, however, that NitroMed may limit the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that NitroMed shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person or any proceeding by such person against NitroMed or its directors, officers, employees or other agents unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors, and (iii) such indemnification is provided by NitroMed, in its sole discretion, pursuant to its powers under the Delaware General Corporation Law.

Pursuant to the terms of the merger agreement with Archemix, for six years from the closing of the merger, NitroMed and Archemix, as the surviving corporation in the merger, must advance expenses to and indemnify each former director and officer of NitroMed against costs and damages incurred as a result of such director or officer serving as a director or officer of NitroMed to the fullest extent permitted under the Delaware General Corporation Law. NitroMed must also purchase an insurance policy, for six years from the closing of the merger, which maintains the current directors’ and officers’ liability insurance policies maintained by NitroMed prior to the closing of the merger.

NitroMed has entered into agreements to indemnify its directors and executive officers. These agreements, among other things, provide for indemnification of NitroMed’s directors and executive officers for expenses specified in the agreements, including attorneys’ fees, judgments, fines and settlement amounts incurred by such directors or executive officers in any action or proceeding arising out of that person’s services as a director or executive officer of NitroMed, any subsidiary of NitroMed or any other entity to which the person provides services at NitroMed’s request.

NitroMed’s bylaws also permit NitroMed to maintain insurance to protect itself and any director, officer, employee or agent against any liability with respect to which NitroMed would have the power to indemnify such persons under the Delaware General Corporation Law. NitroMed maintains an insurance policy insuring its directors and officers against certain liabilities.

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Item 21.   Exhibits and Financial Statement Schedules

(a) Exhibit Index

Exhibit
Number			Description
	2	.1	Agreement and Plan of Merger, dated as of November 18, 2008, among Archemix Corp., Newport Acquisition Corp. and NitroMed, Inc. (Included as Annex A to the joint proxy statement/prospectus forming a part of this Registration Statement)
	2	.2	Form of NitroMed Stockholder Agreement and a schedule of signatories thereto (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on November 18, 2008 (File No. 000-50439))
	2	.3	Form of Archemix Stockholder Agreement and a schedule of signatories thereto (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on November 18, 2008 (File No. 000-50439))
	3	.1	Restated Certificate of Incorporation of NitroMed (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	3	.2	Amended and Restated Bylaws of NitroMed (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	4	.1**	Form of NitroMed common stock certificate to be effective upon completion of the merger
	4	.2	Warrant to Purchase Series A Convertible Preferred Stock issued to Comerica Bank-California by Archemix Corp., dated December 18, 2002 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	4	.3	Warrant to Purchase Common Stock issued to Isis Pharmaceuticals, Inc. by Archemix Corp., dated July 23, 2007 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	5	.1**	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP regarding the legality of securities
	8	.1**	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP regarding tax matters
	8	.2**	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding tax matters
	10	.1#	Restated 1993 Equity Incentive Plan (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	10	.2#	Amended and Restated 2003 Stock Incentive Plan, as amended (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-50439))
	10	.3#	Form of Incentive Stock Option Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50439))
	10	.4#	Form of Nonstatutory Stock Option Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50439))
	10	.5#	Form of Restricted Stock Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan entered into between NitroMed and certain of NitroMed’s executive officers, together with a schedule of such officers (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on March 22, 2007 (File No. 000-50439))
	10	.6#	2003 Employee Stock Purchase Plan, as amended (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-50439))
	10	.7†	Collaboration and License Agreement between NitroMed and Professor Jay N. Cohn dated January 22, 1999, as amended January 29, 2001 and March 15, 2002 (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	10	.8†	Amendment No. 1 to Collaboration and License Agreement between NitroMed and Professor Jay N. Cohn dated August 10, 2000 (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50439))

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Exhibit
Number			Description
	10	.9†	Letter Agreement, dated as of September 5, 2008, between NitroMed, Inc. and Jay N. Cohn, M.D. (Incorporated by reference to the exhibits to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 000-50439))
	10	.10†	Agreement between NitroMed and FoxKiser dated April 26, 2001 (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	10	.11†	Supply Agreement between NitroMed and Schwarz Pharma Manufacturing, Inc. dated as of February 16, 2005 (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50439))
	10	.12#	Executive Severance Benefit Plan (Incorporated by reference to the exhibits to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 000-50439))
	10	.13#	Amendment No. 1 to Executive Severance Benefit Plan (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on August 22, 2006 (File No. 000-50439))
	10	.14#	Form of Agreement entered into by and between NitroMed and certain of its executive officers, together with a schedule of such officers (Incorporated by reference to the exhibits to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 000-50439))
	10	.15#	Form of Amendment No. 1 to Agreement entered into by and between NitroMed and certain of its executive officers, together with a schedule of such officers (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on August 22, 2006 (File No. 000-50439))
	10	.16#	Employment Offer Letter between NitroMed and Kenneth M. Bate, dated as of January 19, 2007 (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on January 25, 2007 (File No. 000-50439))
	10	.17#	Retention Agreement between NitroMed and Kenneth M. Bate, dated as of January 23, 2007 (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on January 25, 2007 (File No. 000-50439))
	10	.18#	Severance Agreement between NitroMed and Kenneth M. Bate, dated as of January 23, 2007 (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on January 25, 2007 (File No. 000-50439))
	10	.19#	Retention Agreement between NitroMed and Kenneth M. Bate, dated as of January 15, 2008 (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on January 17, 2008 (File No. 000-50439))
	10	.20†	License Agreement between the Company and Elan Pharma International Limited, dated as of February 9, 2007 (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-50439))
	10	.21#	Consulting Agreement, dated as of October 31, 2008, between NitroMed, Inc. and Jane A. Kramer (Incorporated by reference to the exhibits to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 000-50439))
	10	.22	Purchase and Sale Agreement, dated as of October 22, 2008, by and between NitroMed, Inc. and JHP Pharmaceuticals, LLC (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on October 23, 2008 (File No. 000-50439))
	10	.23	Voting Agreement, dated October 22, 2008, by and between NitroMed, Inc., JHP Pharmaceuticals, LLC and certain funds affiliated with HealthCare Ventures LLC, Rho Ventures and Invus Public Equities, L.P. (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on October 23, 2008 (File No. 000-50439))
	10	.24	Voting Agreement, dated November 21, 2008, effective as of November 17, 2008, by and between NitroMed, Inc., JHP Pharmaceuticals, LLC and certain funds affiliated with Care Capital LLC. (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on November 26, 2008 (File No. 000-50439))
	10	.25#	Employment Agreement by and between Archemix Corp. and Errol De Souza, dated March 7, 2003 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))

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Exhibit
Number			Description
	10	.26#*	First Amendment to Employment Agreement by and between Archemix Corp. and Errol De Souza, dated June 30, 2008
	10	.27#	Employment Agreement by and between Archemix Corp. and Duncan Higgons, dated December 15, 2005 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.28#	Offer Letter from Archemix Corp. to James Gilbert, dated September 8, 2006 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.29#	Offer Letter from Archemix Corp. to Gregg Beloff, dated November 14, 2003 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.30#	Offer Letter from Archemix Corp. to Page Bouchard, dated August 24, 2004 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.31#*	Form of Change in Control Agreement by and between Archemix Corp. and each of the persons listed on Schedule I attached thereto dated September 30, 2008
	10	.32	Lease by and between Archemix Corp. and Three Hundred Third Street, LLC, dated April 11, 2005, as amended by the First Amendment to Lease dated July 9, 2006 and the Second Amendment to Lease dated October 31, 2007 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.33††*	Amended and Restated Collaboration Agreement by and between Archemix Corp. and Nuvelo, Inc., dated July 31, 2006
	10	.34††*	Collaborative Research and License Agreement by and between Archemix Corp. and Merck KGaA, dated January 17, 2007, as amended June 6, 2007
	10	.35††*	Collaborative Research and License Agreement between Archemix Corp. and Merck KGaA, dated as of June 6, 2007
	10	.36††*	License Agreement between Gilead Sciences, Inc. and Archemix Corp., dated as of October 23, 2001
	10	.37††*	Settlement Agreement and Release by and among Archemix Corp., Gilead Sciences, Inc. and University License Equity Holdings, Inc., dated September 4, 2003
	10	.38††*	Amended and Restated License Agreement by and between Archemix Corp. and SomaLogic, Inc., dated as of June 14, 2007
	10	.39††*	License Agreement by and between Archemix Corp. and Regado Biosciences, Inc., dated as of October, 2003
	10	.40††*	Collaborative Research and License Agreement by and between Archemix Corp. and Takeda Pharmaceutical Company Limited, dated June 11, 2007
	10	.41††*	Collaborative Research and License Agreement by and between Archemix Corp. and Elan Pharma International Limited, dated June 30, 2006
	10	.42††*	Collaborative Research, Services and License Agreement by and between Archemix Corp. and Pfizer Inc., dated as of December 21, 2006
	10	.43††*	Technology Development and License Agreement by and between Archemix Corp. and Aptamera, Inc. (now known as Antisoma plc), dated as of August 6, 2003
	10	.44††*	Research and License Agreement by and between Archemix Corp. and Eyetech Pharmaceuticals, Inc. (now known as OSI Pharmaceuticals, Inc.), dated as of April 8, 2004
	10	.45††*	License Agreement by and between Archemix Corp. and Isis Pharmaceuticals, Inc., dated as of July 23, 2007
	10	.46††*	Exclusive License Agreement by and between Archemix Corp. and Ophthotech Corporation, dated as of July 31, 2007
	10	.47††*	Feasibility Study, License and Option Agreement by and between Archemix Corp. and Eli Lilly and Company, dated as of August 31, 2008

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Exhibit
Number			Description
	10	.48††*	Exclusive License Agreement by and between Archemix Corp. and Ribomic, Inc., dated effective as of December 10, 2007, as amended on June 11, 2008
	10	.49††*	Research License and Option Agreement by and between Archemix Corp. and Ribomic, Inc., dated effective as of June 11, 2008
	10	.50	Loan and Security Agreement by and between Archemix Corp. and Silicon Valley Bank, dated as of April 11, 2005, as amended (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.51#*	Archemix Corp. Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended
	10	.52#	Form of Non-Qualified Stock Option Agreement for Directors under the Archemix Corp. Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.53#	Form of Incentive Stock Option Agreement for Senior Executives under the Archemix Corp. Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.54#	Form of Non-Qualified Stock Option Agreement for Senior Executives under the Archemix Corp. Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	21	.1*	Subsidiaries of NitroMed, Inc.
	23	.2*	Consent of Ernst & Young LLP, independent registered public accounting firm of NitroMed, Inc.
	23	.3*	Consent of Ernst & Young LLP, independent registered public accounting firm of Archemix Corp.
	23	.4**	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (Contained in Exhibit 5.1 hereto)
	23	.5**	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (Contained in Exhibit 8.1 hereto)
	23	.6**	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (Contained in Exhibit 8.2 hereto)
	24	.1	Power of Attorney (Included on Signature Page of this Registration Statement)
	99	.1*	Form of Proxy Card for holders of NitroMed’s common stock
	99	.2*	Consent of Cowen and Company, LLC
	99	.3*	Opinion of Cowen and Company, LLC, financial advisor to NitroMed (Included as Annex C to the joint proxy statement/prospectus)
	99	.4*	Proposed Amendment to Certificate of Incorporation of NitroMed (Included as Annex D to this joint proxy statement/prospectus)
	99	.5*	Proposed Amendment to Certificate of Incorporation of NitroMed (Included as Annex E to this joint proxy statement/prospectus)
	99	.6*	Consent of Errol De Souza, Ph.D. to be named as a director
	99	.7*	Consent of Alex Barkas, Ph.D. to be named as a director
	99	.8*	Consent of Peter Barrett, Ph.D. to be named as a director
	99	.9*	Consent of John Maraganore, Ph.D. to be named as a director
	99	.10*	Consent of Michael Ross, Ph.D. to be named as a director

*	Filed herewith.
**	To be filed by amendment.
#	Indicates management contract or compensatory plan.
†	Confidential treatment granted as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.
††	Confidential treatment has been requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.

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Item 22.   Undertakings

(a) The undersigned registrant hereby undertakes as follows:

(1) That prior to any public reoffering of the securities registered hereunder through use of a proxy statement/prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering proxy statement/prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) That every proxy statement/prospectus (i) that is filed pursuant to paragraph (h)(1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To respond to requests for information that is incorporated by reference into the proxy statement/ prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(4) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the

II-6

maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the town of Lexington, Commonwealth of Massachusetts, on December 19, 2008.

NITROMED, INC.

By:  /s/  Kenneth M. Bate

Kenneth M. Bate

President, Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth M. Bate and Matthew A. Ebert, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth M. Bate Kenneth M. Bate	Chief Executive Officer, President and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	December 19, 2008
/s/  Robert S. Cohen Robert S. Cohen	Director	December 19, 2008
/s/  Frank L. Douglas Frank L. Douglas, M.D., Ph.D.	Director	December 19, 2008
/s/  Zola Horovitz Zola Horovitz, Ph.D.	Director	December 19, 2008
/s/  Argeris Karabelas Argeris Karabelas, Ph.D.	Director	December 19, 2008

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Signature	Title	Date
/s/  Mark Leschly Mark Leschly	Director	December 19, 2008
/s/  John W. Littlechild John W. Littlechild	Director	December 19, 2008
/s/  Joseph Loscalzo Joseph Loscalzo, M.D., Ph.D.	Director	December 19, 2008
/s/  Davey S. Scoon Davey S. Scoon	Director	December 19, 2008
/s/  Christopher Sobecki Christopher Sobecki	Director	December 19, 2008

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EXHIBIT INDEX

Exhibit
Number			Description
	2	.1	Agreement and Plan of Merger, dated as of November 18, 2008, among Archemix Corp., Newport Acquisition Corp. and NitroMed, Inc. (Included as Annex A to the joint proxy statement/prospectus forming a part of this Registration Statement)
	2	.2	Form of NitroMed Stockholder Agreement and a schedule of signatories thereto (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on November 18, 2008 (File No. 000-50439))
	2	.3	Form of Archemix Stockholder Agreement and a schedule of signatories thereto (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on November 18, 2008 (File No. 000-50439))
	3	.1	Restated Certificate of Incorporation of NitroMed (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	3	.2	Amended and Restated Bylaws of NitroMed (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	4	.1**	Form of NitroMed common stock certificate to be effective upon completion of the merger
	4	.2	Warrant to Purchase Series A Convertible Preferred Stock issued to Comerica Bank-California by Archemix Corp., dated December 18, 2002 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	4	.3	Warrant to Purchase Common Stock issued to Isis Pharmaceuticals, Inc. by Archemix Corp., dated July 23, 2007 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	5	.1**	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP regarding the legality of securities
	8	.1**	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP regarding tax matters
	8	.2**	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding tax matters
	10	.1#	Restated 1993 Equity Incentive Plan (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	10	.2#	Amended and Restated 2003 Stock Incentive Plan, as amended (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-50439))
	10	.3#	Form of Incentive Stock Option Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50439))
	10	.4#	Form of Nonstatutory Stock Option Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50439))
	10	.5#	Form of Restricted Stock Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan entered into between NitroMed and certain of NitroMed’s executive officers, together with a schedule of such officers (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on March 22, 2007 (File No. 000-50439))
	10	.6#	2003 Employee Stock Purchase Plan, as amended (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-50439))
	10	.7†	Collaboration and License Agreement between NitroMed and Professor Jay N. Cohn dated January 22, 1999, as amended January 29, 2001 and March 15, 2002 (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	10	.8†	Amendment No. 1 to Collaboration and License Agreement between NitroMed and Professor Jay N. Cohn dated August 10, 2000 (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50439))

Exhibit
Number			Description
	10	.9†	Letter Agreement, dated as of September 5, 2008, between NitroMed, Inc. and Jay N. Cohn, M.D. (Incorporated by reference to the exhibits to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 000-50439))
	10	.10†	Agreement between NitroMed and FoxKiser dated April 26, 2001 (Incorporated by reference to the exhibits to NitroMed’s Registration Statement on Form S-1 (File No. 333-108104))
	10	.11†	Supply Agreement between NitroMed and Schwarz Pharma Manufacturing, Inc. dated as of February 16, 2005 (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-50439))
	10	.12#	Executive Severance Benefit Plan (Incorporated by reference to the exhibits to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 000-50439))
	10	.13#	Amendment No. 1 to Executive Severance Benefit Plan (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on August 22, 2006 (File No. 000-50439))
	10	.14#	Form of Agreement entered into by and between NitroMed and certain of its executive officers, together with a schedule of such officers (Incorporated by reference to the exhibits to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 000-50439))
	10	.15#	Form of Amendment No. 1 to Agreement entered into by and between NitroMed and certain of its executive officers, together with a schedule of such officers (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on August 22, 2006 (File No. 000-50439))
	10	.16#	Employment Offer Letter between NitroMed and Kenneth M. Bate, dated as of January 19, 2007 (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on January 25, 2007 (File No. 000-50439))
	10	.17#	Retention Agreement between NitroMed and Kenneth M. Bate, dated as of January 23, 2007 (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on January 25, 2007 (File No. 000-50439))
	10	.18#	Severance Agreement between NitroMed and Kenneth M. Bate, dated as of January 23, 2007 (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on January 25, 2007 (File No. 000-50439))
	10	.19#	Retention Agreement between NitroMed and Kenneth M. Bate, dated as of January 15, 2008 (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on January 17, 2008 (File No. 000-50439))
	10	.20†	License Agreement between the Company and Elan Pharma International Limited, dated as of February 9, 2007 (Incorporated by reference to the exhibits to NitroMed’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-50439))
	10	.21#	Consulting Agreement, dated as of October 31, 2008, between NitroMed, Inc. and Jane A. Kramer (Incorporated by reference to the exhibits to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 000-50439))
	10	.22	Purchase and Sale Agreement, dated as of October 22, 2008, by and between NitroMed, Inc. and JHP Pharmaceuticals, LLC (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on October 23, 2008 (File No. 000-50439))
	10	.23	Voting Agreement, dated October 22, 2008, by and between NitroMed, Inc., JHP Pharmaceuticals, LLC and certain funds affiliated with HealthCare Ventures LLC, Rho Ventures and Invus Public Equities, L.P. (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on October 23, 2008 (File No. 000-50439))
	10	.24	Voting Agreement, dated November 21, 2008, effective as of November 17, 2008, by and between NitroMed, Inc., JHP Pharmaceuticals, LLC and certain funds affiliated with Care Capital LLC. (Incorporated by reference to the exhibits to NitroMed’s Current Report on Form 8-K filed on November 26, 2008 (File No. 000-50439))
	10	.25#	Employment Agreement by and between Archemix Corp. and Errol De Souza, dated March 7, 2003 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.26#*	First Amendment to Employment Agreement by and between Archemix Corp. and Errol De Souza, dated June 30, 2008

Exhibit
Number			Description
	10	.27#	Employment Agreement by and between Archemix Corp. and Duncan Higgons, dated December 15, 2005 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.28#	Offer Letter from Archemix Corp. to James Gilbert, dated September 8, 2006 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.29#	Offer Letter from Archemix Corp. to Gregg Beloff, dated November 14, 2003 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.30#	Offer Letter from Archemix Corp. to Page Bouchard, dated August 24, 2004 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.31#*	Form of Change in Control Agreement by and between Archemix Corp. and each of the persons listed on Schedule I attached thereto dated September 30, 2008
	10	.32	Lease by and between Archemix Corp. and Three Hundred Third Street, LLC, dated April 11, 2005, as amended by the First Amendment to Lease dated July 9, 2006 and the Second Amendment to Lease dated October 31, 2007 (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.33††*	Amended and Restated Collaboration Agreement by and between Archemix Corp. and Nuvelo, Inc., dated July 31, 2006
	10	.34††*	Collaborative Research and License Agreement by and between Archemix Corp. and Merck KGaA, dated January 17, 2007, as amended June 6, 2007
	10	.35††*	Collaborative Research and License Agreement between Archemix Corp. and Merck KGaA, dated as of June 6, 2007
	10	.36††*	License Agreement between Gilead Sciences, Inc. and Archemix Corp., dated as of October 23, 2001
	10	.37††*	Settlement Agreement and Release by and among Archemix Corp., Gilead Sciences, Inc. and University License Equity Holdings, Inc., dated September 4, 2003
	10	.38††*	Amended and Restated License Agreement by and between Archemix Corp. and SomaLogic, Inc., dated as of June 14, 2007
	10	.39††*	License Agreement by and between Archemix Corp. and Regado Biosciences, Inc., dated as of October, 2003
	10	.40††*	Collaborative Research and License Agreement by and between Archemix Corp. and Takeda Pharmaceutical Company Limited, dated June 11, 2007
	10	.41††*	Collaborative Research and License Agreement by and between Archemix Corp. and Elan Pharma International Limited, dated June 30, 2006
	10	.42††*	Collaborative Research, Services and License Agreement by and between Archemix Corp. and Pfizer Inc., dated as of December 21, 2006
	10	.43††*	Technology Development and License Agreement by and between Archemix Corp. and Aptamera, Inc. (now known as Antisoma plc), dated as of August 6, 2003
	10	.44††*	Research and License Agreement by and between Archemix Corp. and Eyetech Pharmaceuticals, Inc. (now known as OSI Pharmaceuticals, Inc.), dated as of April 8, 2004
	10	.45††*	License Agreement by and between Archemix Corp. and Isis Pharmaceuticals, Inc., dated as of July 23, 2007
	10	.46††*	Exclusive License Agreement by and between Archemix Corp. and Ophthotech Corporation, dated as of July 31, 2007
	10	.47††*	Feasibility Study, License and Option Agreement by and between Archemix Corp. and Eli Lilly and Company, dated as of August 31, 2008
	10	.48††*	Exclusive License Agreement by and between Archemix Corp. and Ribomic, Inc., dated effective as of December 10, 2007, as amended on June 11, 2008

Exhibit
Number			Description
	10	.49††*	Research License and Option Agreement by and between Archemix Corp. and Ribomic, Inc., dated effective as of June 11, 2008
	10	.50	Loan and Security Agreement by and between Archemix Corp. and Silicon Valley Bank, dated as of April 11, 2005, as amended (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.51#*	Archemix Corp. Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended
	10	.52#	Form of Non-Qualified Stock Option Agreement for Directors under the Archemix Corp. Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.53#	Form of Incentive Stock Option Agreement for Senior Executives under the Archemix Corp. Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	10	.54#	Form of Non-Qualified Stock Option Agreement for Senior Executives under the Archemix Corp. Amended and Restated 2001 Employee, Director and Consultant Stock Plan, as amended (Incorporated by reference to the exhibits to Archemix’s Registration Statement on Form S-1, as amended (File No. 333-144837))
	21	.1*	Subsidiaries of the NitroMed, Inc.
	23	.2*	Consent of Ernst & Young LLP, independent registered public accounting firm of NitroMed, Inc.
	23	.3*	Consent of Ernst & Young LLP, independent registered public accounting firm of Archemix Corp.
	23	.4**	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (Contained in Exhibit 5.1 hereto)
	23	.5**	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (Contained in Exhibit 8.1 hereto)
	23	.6**	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (Contained in Exhibit 8.2 hereto)
	24	.1	Power of Attorney (included on Signature Page of this Registration Statement)
	99	.1*	Form of Proxy Card for holders of NitroMed’s common stock
	99	.2*	Consent of Cowen and Company, LLC
	99	.3	Opinion of Cowen and Company, LLC, financial advisor to NitroMed (Included as Annex C to the joint proxy statement/prospectus)
	99	.4*	Proposed Amendment to Certificate of Incorporation of NitroMed (Included as Annex D to this joint proxy statement/prospectus)
	99	.5*	Proposed Amendment to Certificate of Incorporation of NitroMed (Included as Annex E to this joint proxy statement/prospectus)
	99	.6*	Consent of Errol De Souza, Ph.D. to be named as a director
	99	.7*	Consent of Alex Barkas, Ph.D. to be named as a director
	99	.8*	Consent of Peter Barrett, Ph.D. to be named as a director
	99	.9*	Consent of John Maraganore, Ph.D. to be named as a director
	99	.10*	Consent of Michael Ross, Ph.D. to be named as a director

*	Filed herewith.
**	To be filed by amendment.
#	Indicates management contract or compensatory plan.
†	Confidential treatment granted as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.
††	Confidential treatment has been requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.

EX-10.26

Exhibit 10.26

Execution Version

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement dated as of June 30, 2008 (this “Amendment”) is entered into by and between Archemix Corp. (which, together with any parent companies, subsidiaries, affiliates, successors and assigns shall be referred to as “Archemix” or the “Company”), with its principal offices at 300 Third Street, Cambridge, MA 02142, and Dr. Errol DeSouza (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement dated as of March 7, 2003 by and between the Company and the Executive (the “Original Agreement”).

     WHEREAS, Section 9(c) of the Original Agreement provides that it may be amended only by written agreement executed by the Company and the Executive; and

     WHEREAS, the Company the Executive desire to amend the Original Agreement as set forth below;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:

     1. Amendments. Sections 2, 3 and 4 of the Original Agreement shall be deleted in their entirety and replaced as set forth on Exhibit A hereto.

     2. Governing Law. This Amendment shall be governed by the internal laws of The Commonwealth of Massachusetts, without regard to its principles of conflicts of laws, and shall bind and inure to the benefit of the heirs, personal representatives, executors, administrators, successors and assigns of the parties.

     3. Effect on Original Agreement. Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Original Agreement. All other terms and conditions of the Original Agreement remain in full force and effect.

     4. Conforming References. Upon the effectiveness of this Amendment, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein,” or other words of like import, shall mean and be a reference to the Original Agreement as amended hereby.

     5. Counterparts. This Amendment 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.

SIGNATURE PAGE FOLLOWS

     IN WITNESS WHEREOF, the undersigned have duly executed this First Amendment to Employment Agreement as of the day and year first above written.

ARCHEMIX CORP.
By:	/s/ Peter Barrett Peter Barrett
	Chairman, Compensation Committee
EXECUTIVE
/s/ Errol B. De Souza
Dr. Errol B. De Souza

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EXHIBIT A

AMENDMENT TO EMPLOYMENT AGREEMENT

June 30, 2008

     2. Term of Employment; Definitions.

     (a) Employment At Will. The Executive’s employment hereunder will be on an “at-will” basis and may be terminated by the Company or by the Executive at any time for any reason or for no reason.

     (b) Definition of “Disability”. For purposes of this Agreement, “Disability” shall mean the Executive’s failure due to illness, accident or any other physical or mental incapacity to perform the essential functions of the Executive’s positions for ninety (90) consecutive days or an aggregate of one hundred and twenty (120) days within any period of three hundred and sixty-five (365) consecutive days during the term hereof. In the event Disability triggers payment of benefits under Section 4 that are subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), Disability shall mean that, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, the Executive is unable to engage in any substantial gainful activity or is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company

     (c) Definition of “Cause”. For purposes of this Agreement, “Cause” means any of the following:

(i)	a continuing failure by the Executive to render services to the Company in accordance with the Executive’s assigned duties (other than such a failure as a result of Disability);
(ii)	any act or omission by the Executive involving willful misconduct or gross negligence which results in material harm to the Company;
(iii)	the Executive’s commission of any felony or any fraud, financial wrongdoing, willful disloyalty, deliberate dishonesty or breach of fiduciary duty in connection with the performance of the Executive’s obligations to the Company AND which materially and adversely affects the business activities, reputation, or goodwill of the Company;
(iv)	the Executive’s deliberate disregard of a Company rule or policy which materially and adversely affects the business activities, reputation, or goodwill of the Company; or

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(vi) the Executive’s material breach of this Agreement.

In the event of a termination for Cause, the Termination Notice given to the Executive by the Company shall state that the termination of employment is “for Cause.” Such written notice shall specify the particular act or acts, or failure to act, which is or are the basis for the decision to so terminate the Executive’s employment for Cause. The Executive shall be given the opportunity within thirty (30) calendar days of the receipt of such notice to meet with the Board to defend such act or acts, or failure to act, and the Executive shall be given fifteen (15) days after such meeting to cure such act (or failure to act) to the Board’s reasonable satisfaction. Upon failure of the Executive, within such latter fifteen (15) day period, to so cure such act or failure to act, the Executive’s employment by the Company shall be deemed terminated for Cause. All other terminations initiated by the Company (other than due to Disability) shall be referred to as termination without Cause.

     (d) Definition of “Good Reason”. For purposes of this Agreement, any termination of employment initiated by the Executive within ninety (90) days following the occurrence, without the Executive’s prior written consent, of any of the following events shall be a termination with Good Reason and the Company shall be given at least thirty (30) days prior written notice of any such Termination with Good Reason, and the Company shall have fifteen (15) days after such notice to cure such occurrence.

(i)	The appointment of a President or CEO other than the Executive to serve in such position(s) during the term of the Executive’s employment hereunder without the Executive’s consent;
(ii)	Any material reduction in the Executive’s responsibilities or authority within the Company, including, without limitation, a change in the lines of reporting such that the Executive no longer reports to the Board;
(iii)	A reduction in the Executive’s compensation except such a reduction in connection with a reduction in compensation of other Company executives at the level of senior management or with the Executive’s consent;
(iv)	A material breach of this Agreement by the Company;
(v)	Any failure by the Company to have this Agreement explicitly assumed by a successor;
(vi)	Any material reduction in the Executive’s welfare benefits in the aggregate (other than any across the board reduction imposed on substantially all other members of the Company’s senior management); or
(vii)	Any relocation of the Executive’s principal office location to a location more than thirty-five (35) miles from the Boston metropolitan area.

     All other terminations initiated by the Executive shall be considered termination without Good Reason.

2

     (e) Definition of “Change in Control”. For purposes of this Agreement, “Change in Control” means an event or occurrence set forth in any one or more of the following in any one transaction or series of transactions occurring within a 12-month period:

(i)

the acquisition by an individual, entity or group (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) more than 50% of the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition of more than 50% but less than 80% of the capital stock of the Company by one or more financial investors, such as venture capital or private equity firms; or

(ii)

the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of assets of the Company having a total gross fair market value equal to or more than 40% of the total gross fair market value of the assets of the Company immediately before such sale or disposition (a “Business Combination”), unless, immediately following such Business Combination, the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding securities of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”).

In no event shall any of the forgoing events or occurrences constitute a Change in Control under this Agreement if it results from the acquisition by any one person, or more than one person

3

acting as a group, owning more than 50% of the total fair market value or total voting power of the Company’s stock, of additional stock of the Company. In all cases, the determination of whether a Change of Control has occurred shall be interpreted in a manner consistent with the definition of a change in control under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

     3. Compensation.

     (a) Base Salary. Effective as of January 1, 2008, and during the period that the Executive is employed by the Company, the Company will pay the Executive a base salary at the annualized rate of not less than $458,650, less customary deductions for taxes, benefit contributions and the like (the “Base Salary”). The Base Salary of the Executive for each calendar year subsequent to 2008 will be reviewed by the Board and may be increased, but not decreased, in the Board’s sole discretion. The Base Salary will be payable in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time. The Executive understands and acknowledges that the annualized amount of the Base Salary is set forth as a matter of convenience and does not constitute nor will be deemed to constitute an agreement by the Company to employ the Executive for any specific period of time.

     (b) Bonus. In addition to the Base Salary, the Executive shall be eligible to receive a bonus for his service during 2008 and each subsequent calendar year equal to up to fifty percent (50%) of the Base Salary for 2008 or such subsequent calendar year (the “Performance Bonus”). The award and amount of any Performance Bonus shall be determined based on criteria set at the sole discretion of the Compensation Committee of the Board. Any Performance Bonus will be determined and distributed on or before the 15^th day of the third month following the earlier of the end of the fiscal year or the Executive’s cessation of employment.

     (c) Equity Compensation. Notwithstanding anything to the contrary in the individual agreements governing the stock options issued to the Executive under the Company’s 2001 Employee, Director and Consultant Stock Plan, as amended (the “Plan”), if the Executive ceases to be an employee of the Company or of an Affiliate (for any reason other than termination of the Executive’s employment for Cause), each stock option issued to the Executive may be exercised, if it has not previously terminated, within thirty-six (36) months after the date the Executive ceases to be an employee of the Company or an Affiliate, or within the originally prescribed term of such option, whichever is earlier, but may not be exercised thereafter. In such event, each such option shall be exercisable only to the extent that such option has become exercisable and is in effect at the date of such cessation of employment. If any such option was an ISO, any portion exercised after three (3) months from termination of employment will be a Non-Qualified Option and not an ISO. Any terms not defined herein shall be defined as set forth in the Plan or applicable option agreement.

     (d) Vacation. The Executive will be entitled to paid vacation in each calendar year and paid holidays and personal days in accordance with the Company’s policies for its senior executives as in effect from time to time.

4

     (e) Fringe Benefits. The Executive will be entitled to participate in any employee benefit plans which the Company provides or may establish for the benefit of its senior executives generally (including, but not limited to, group life, disability, medical, dental and other insurance, retirement, pension, profit-sharing and similar plans) (collectively, the “Fringe Benefits”), provided that the Fringe Benefits will not include any stock option or similar plans relating to the grant of equity securities of the Company except as provided herein. The Executive’s eligibility to participate in the Fringe Benefits and receive benefits thereunder will be subject to the plan documents governing such Fringe Benefits. Nothing contained herein will require the Company to establish or maintain Fringe Benefits

     (f) Reimbursement of Expenses. During the term of this Agreement, the Company shall reimburse the Executive, in accordance with the policies and practices of the Company in effect from time to time during such term, for all reasonable and necessary traveling expenses and other disbursement incurred by the Executive for or on behalf of the Company in connection with the performance of the Executive’s duties hereunder upon presentation by the Executive to the Company of appropriate receipts and documentation therefore, as the Company may reasonably deem to be necessary. In addition, upon submission of reasonably detailed invoices, the Company will pay or reimburse the Executive for up to $10,000 (on an after-tax basis) for financial planning services each year that the Executive is employed pursuant to this Agreement. The Executive must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred in accordance with the Company’s reimbursement policy regarding same. The Company may request additional documentation or a further explanation to substantiate any business expense submitted for reimbursement and retains the discretion to approve or deny a request for reimbursement. Any reimbursement in one calendar year shall not affect the amount that may be reimbursed in any other calendar year, and a reimbursement (or right thereto) may not be exchanged or liquidated for another benefit or payment. Any business expense reimbursements subject to Section 409A of the Code shall be made no later than the end of the calendar year following the calendar year in which such business expense is incurred by the Executive.

     4. Severance Compensation.

     (a) In the event of any termination of the Executive’s employment hereunder for any reason or for no reason, the Company (i) will pay to the Executive (or to the Executive’s estate) (A) the portion of the Executive’s Base Salary that has accrued prior to such termination and has not yet been paid and (B) an amount equal to the value of the Executive’s accrued unused vacation days, and (ii) will reimburse the Executive (or the Executive’s estate) for expenses properly incurred and documented by the Executive on behalf of the Company prior to such termination in accordance with Company policy (collectively, the “Accrued Obligations”). Such amounts will be paid within 10 days in cash in lump sum after termination of employment.

     (b) Prior to a Change in Control, if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive shall be entitled to receive the following in addition to the Accrued Obligations; provided that Executive executes and submits a general release of all claims against the Company (including its officers,

5

directors, employees and affiliates) in a form provided by the Company (a “General Release”) and substantially as attached hereto as Appendix 1:

(i)	Continued Salary. The Company will continue to pay to the Executive his Base Salary for a minimum period of twelve (12) months, with a continuance for each month or partial month that the Executive has not obtained full-time employment, up to an aggregate total of eighteen (18) months (the period of payment of Executive’s Base Salary after the twelfth month being referred to herein as the “Salary Extension Period”); provided, however, that in the event the Executive obtains full-time employment prior to the end of eighteen (18) months with a salary (“New Salary”) that is less than his Base Salary at the time of the termination of his employment, then for each such month or partial month through the eighteenth month, the Company will pay the Executive the difference between his Base Salary and his New Salary. Such payments shall be payable in accordance with the Company’s payroll practices as in effect from time to time; provided, however, that if Executive wishes to exercise any vested stock options issued to him under the Plan (including, without limitation, options accelerated pursuant to clause (iv) below), then the Company will pay him in a lump sum the amount of funds required to do so (subject to the withholding and other normal payroll deductions) and Executive will use such funds to exercise such options. The amount paid pursuant to the preceding proviso shall be applied to the latest Base Salary payments due in the twelve (12) month period following termination;
(ii)	Bonus. Within thirty (30) days after such termination of employment, the Company will pay to the Executive the full amount of his target Performance Bonus for the calendar year in which the termination occurs; within thirty (30) days after the 12 month anniversary of such termination of employment the Company will pay to the Executive the full amount of his target Performance Bonus for the calendar year in which the termination occurs; and if there is any Salary Extension Period, the Company will pay to the Executive within thirty (30) days after the end of the Salary Extension Period, a prorata portion of his target Performance Bonus for the calendar year in which the termination occurs determined by multiplying the full amount of his target Performance Bonus for the calendar year in which the termination occurs by the quotient obtained by dividing the number of months in the Salary Extension Period by 12;
(iii)	Continued Health Insurance. The Company will continue to provide the Executive with group health insurance and continue to pay the amount of the premium as in effect on the date of such termination for the same period of time as the Base Salary is continued pursuant to Section 4(b)(i), commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies. The foregoing will

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constitute continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), will be subject to the Executive’s valid election of such continuation benefits under COBRA, will be administered in accordance with the requirements of COBRA and will not be construed to extend any period of continuation coverage required by law; and

(iv) Accelerated Vesting. Any unvested portion of any stock options issued to the Executive under the Plan will immediately vest with respect to an additional number of shares that would have vested over the thirty-six (36) month period following the termination of employment.

     (c) Upon or subsequent to a Change in Control, if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, and provided that the Executive executes and submits a General Release, then the Executive shall be entitled to receive the following, in addition to the Accrued Obligations:

(i)	Continued Salary. The Company will pay to the Executive an amount equal to eighteen (18) months of Base Salary;
(ii)	Bonus. Within thirty (30) days after such termination of employment, the Company will pay to the Executive the full amount of his target Performance Bonus for the calendar year in which the termination occurs; and within thirty (30) days after the eighteen (18) month anniversary of such termination of employment the Company will pay to the Executive one hundred fifty percent (150%) of the full amount of his target Performance Bonus for the calendar year in which the termination occurs;
(iii)	Continued Health Insurance. The Company will continue to provide the Executive with group health insurance and continue to pay the amount of the premium as in effect on the date of such termination for a period of eighteen months, commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies. The foregoing will constitute continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), will be subject to the Executive’s valid election of such continuation benefits under COBRA, will be administered in accordance with the requirements of COBRA and will not be construed to extend any period of continuation coverage (e.g., COBRA) required by law; and
(iv)	Accelerated Vesting. Any unvested portion of any stock options issued to the Executive under the Plan will immediately vest.

     (d) In the event of the termination of the Executive’s employment hereunder by Company for Cause, the Company will pay the Accrued Obligations to the Executive.

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     (e) In the event of the termination of the Executive’s employment due to Disability or death, the Executive (or his estate or representatives) shall be entitled to receive all Accrued Obligations. In addition, the unvested portion of any stock options issued to the Executive under the Plan will immediately vest with respect to an additional number of shares that would have vested over the twelve (12) month period following the termination of employment.

     (f) Notwithstanding the forgoing, if any benefits provided under this Section 4 are deferred compensation under Section 409A, any termination of employment triggering payment of such benefit must be a “separation from service” under Section 409A before payment of such benefits under the terms of this Agreement may commence. Further, if the Executive is a “specified employee” under Section 409A as of the date of his or her termination of employment hereunder, then, to the extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A, the payment of benefits by the Company under this Agreement, if any, that were scheduled to be paid to the Executive during the first six (6) months following the date of his or her termination of employment shall not be paid until the date that is the first business day following the last day of the six (6)-month period following the Executive’s termination of employment, at which time such delayed deferred compensation payments shall be paid in a lump sum. The terms of this Agreement shall be interpreted in a manner consistent with the provisions of Section 409A. Regardless of the forgoing or any other provision in this Agreement, the Company makes no guarantees as to the tax consequences related to any payments under this Agreement or otherwise under Section 409A.

     (g) Notwithstanding the forgoing, if any benefits provided under this Section 4, taken together with any other payments or distributions by the Company to or for the benefit of the executive, otherwise would constitute in whole or in part an “excess parachute payment” under Section 280G of the Code, the payments to the Executive under this Agreement shall be reduced to the extent necessary to avoid the application of Section 280G. The Company may elect, in the alternative, to seek stockholder approval in accordance with Section 280G with respect to such payments, provided that in no event shall the Company be deemed to have guaranteed any particular outcome with respect to such stockholder vote. The Company shall not be deemed to have guaranteed any particular tax consequences under Section 280G to the Executive.

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APPENDIX 1

GENERAL RELEASE

     1. General Release. In consideration of the payments and benefits to be made under that certain Employment Agreement dated as of March 7, 2003, as amended by the First Amendment to Employment Agreement dated as of June 30, 2008, (the “Agreement”), Errol DeSouza (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Archemix Corp. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all non-waivable claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), Sections 503 and 504 of the Rehabilitation Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:

(a)	rights of the Executive under this General Release and the Agreement;
(b)	rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(c)	the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

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(d)	rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e)	claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and
(f)	claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.

     2. No Admissions. The Executive acknowledges and agrees that this General Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

     3. Application to all Forms of Relief. This General Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages for pain or suffering, costs and attorney’s fees and expenses.

     4. Specific Waiver; Exclusions. The Executive specifically acknowledges that his or her acceptance of the terms of this General Release is, among other things, a specific waiver of his or her rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything herein purport, to constitute or require a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

     5. No Complaints or Other Claims. The Executive acknowledges and agrees that neither he/she nor any of his/her agents or assigns has, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

     6. Additional Obligations And Covenants. In consideration of the payments and benefits offered to be made under the Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged by the Executive, the Executive agrees to the following additional obligations and covenants:

(a) Confidentiality. The Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, communicate to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business, any

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trade secrets, confidential information, knowledge or data relating to any member of the Company Affiliated Group, obtained by the Executive during the Executive’s employment by the Company that is not generally available public knowledge (other than by acts by the Executive in violation of this General Release).

(b)	Return of Company Material. The Executive represents that, as of the date he or she signs this Agreement, he or she has returned to the Company all Company Material (as defined below). For purposes of this Section 6(b), “Company Material” means any documents, files and other property and information of any kind belonging or relating to (i) any member of the Company Affiliated Group, (ii) the current and former suppliers, creditors, directors, officers, employees, agents and customers of any of them or (iii) the businesses, products, services and operations (including without limitation, business, financial and accounting practices) of any of them, in each case whether tangible or intangible (including, without limitation, credit cards, building and office access cards, keys, computer equipment, cellular telephones, pagers, electronic devices, hardware, manuals, files, documents, records, software, customer data, research, financial data and information, memoranda, surveys, correspondence, statistics and payroll and other employee data, and any copies, compilations, extracts, excerpts, summaries and other notes thereof or relating thereto), excluding only information (x) that is generally available public knowledge or (y) that relates to the Executive’s compensation or Executive benefits.
(c)	Cooperation. Following the Termination Date, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company with respect to matters arising out of the Executive’s services to the Company Affiliated Group.
(d)	Nondisparagement. The Executive agrees not to communicate negatively about or otherwise disparage any Company Released Party or the products or businesses of any of them in any way whatsoever.
(e)	Nonsolicitation. The Executive agrees that for the period of time beginning on the date hereof and ending on the second anniversary of the Executive’s Date of Termination, the Executive shall not, either directly or indirectly, solicit, entice, persuade, induce or otherwise attempt to influence any person who is employed by any member of the Company Affiliated Group to terminate such person’s employment by such member of the Company Affiliated Group. The Executive also agrees that for the same period of time he or she shall not assist any person or entity in the recruitment of any person who is employed by any member of the Company Affiliated Group. The Executive’s provision of a

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reference to or in respect of any individual shall not be a violation this Section 6(e).

     7. Conditions of General Release.

(a)	Terms and Conditions. From and after the Date of Termination, the Executive shall abide by all the terms and conditions of this General Release and the terms and any conditions set forth in any employment or confidentiality agreements signed by the Executive, which is incorporated herein by reference.
(b)	No Representation. The Executive acknowledges that, other than as set forth in this General Release and the Agreement, (i) no promises have been made to him or her and (ii) in signing this General Release the Executive is not relying upon any statement or representation made by or on behalf of any Company Released Party and each or any of them concerning the merits of any claims or the nature, amount, extent or duration of any damages relating to any claims or the amount of any money, benefits, or compensation due the Executive or claimed by the Executive, or concerning the General Release or concerning any other thing or matter.
(c)	Injunctive Relief. In the event of a breach or threatened breach by the Executive of any provision of this General Release, the Executive agrees that the Company shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, the Executive acknowledging that damages would be inadequate or insufficient.

     8. Voluntariness. The Executive agrees that he or she is relying solely upon his or her own judgment; that the Executive is over eighteen years of age and is legally competent to sign this General Release; that the Executive is signing this General Release of his or her own free will; that the Executive has read and understood the General Release before signing it; and that the Executive is signing this General Release in exchange for consideration that he or she believes is satisfactory and adequate.

     9. Legal Counsel. The Executive acknowledges that he or she has been informed of the right to consult with legal counsel and has been encouraged to do so.

     10. Complete Agreement/Severability. This General Release (excepting                     , which are incorporated by reference and shall survive the signing of this document) constitutes the complete and final agreement between the parties and supersedes and replaces all prior or contemporaneous agreements, negotiations, or discussions relating to the subject matter of this General Release. All provisions and portions of this General Release are severable. If any provision or portion of this General Release or the application of any provision or portion of the General Release shall be determined to be invalid or unenforceable to any extent or for any reason, all other provisions and portions of this General Release shall remain in full force and shall continue to be enforceable to the fullest and greatest extent permitted by law.

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     11. ADEA/OWBP Acceptance and Revocation Period. It is the Company’s desire and intent to make certain that the Executive fully understands the provisions and effects of this General Release To that end, he or she has been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this document. Also, because the Executive is over the age of 40, and consistent with the provisions of the ADEA, which prohibits discrimination on the basis of age, the Executive acknowledges that he or she has been given a period of twenty-one (21) days within which to consider this General Release, unless applicable law requires a longer period, in which case the Executive shall be advised of such longer period and such longer period shall apply. The Executive may accept this General Release at any time within this period of time by signing the General Release and returning it to the Company. This General Release shall not become effective or enforceable until seven (7) calendar days after the Executive signs it. The Executive may revoke his or her acceptance of this General Release at any time within that seven (7) calendar day period by sending written notice to the Company. Such notice must be received by the Company within the seven (7) calendar day period in order to be effective and, if so received, would void this General Release for all purposes.

     Consistent with the provisions of the ADEA and other federal discrimination laws, nothing in this General Release shall be deemed to prohibit the Executive from challenging the validity of this release under the federal age or other discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this General Release shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that the Executive’s signing of this General Release constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to the Executive under the Agreement in the event that the Executive successfully challenges the validity of this release and prevail in any claim under the Federal Discrimination Laws.

     12. Governing Law; Jurisdiction. Except for issues or matters as to which federal law is applicable, this General Release shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the conflicts of law principles thereof. Both parties agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Agreement , or to its breach, shall be commenced in a court of competent jurisdiction in Massachusetts and that venue shall lie exclusively in Middlesex or Suffolk County, Massachusetts. Both parties further agree that any action, demand, claim or counterclaim shall be resolved by a judge alone, and both parties hereby waive and forever renounce the right to a trial before a civil jury.

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     IN WITNESS WHEREOF, the Executive has executed this General Release as of the date last set forth below.

ARCHEMIX CORP.
By:
	Name:
	Title:
	Date:
EXECUTIVE
Signature:
Printed Name:
Date:

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EX-10.31

Exhibit 10.31

FORM OF

ARCHEMIX CORP.

CHANGE IN CONTROL AGREEMENT

     THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), by and between Archemix Corp., a Delaware corporation (the “Company”), and                      (the “Executive”), is made as of September 30, 2008 (the “Effective Date”).

     WHEREAS, the Company recognizes that the possibility of a Change in Control (as defined in Section 1.1) of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders, and

     WHEREAS, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company’s key personnel without distraction from the possibility of a Change in Control of the Company and related events and circumstances.

     NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company agrees that the Executive shall receive the benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described below in connection with a Change in Control.

     1. Key Definitions.

     As used herein, the following terms shall have the following respective meanings:

     1.1 “Anticipatory Termination” means a termination of the employment of Executive by the Company under the following circumstances: (a) a Change in Control occurs, (b) the Executive’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and (c) it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control.

     1.2 “Change in Control” means an event or occurrence set forth in any one or more of the following in any one transaction or series of transactions occurring within a 12-month period:

(a) the acquisition by an individual, entity or group (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) more than 50% of the combined voting power of the

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then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company), (ii) any acquisition by the Company, or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(b) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of assets of the Company having a total gross fair market value equal to or more than 40% of the total gross fair market value of the assets of the Company immediately before such sale or disposition (a “Business Combination”), unless, immediately following such Business Combination, the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding securities of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”).

          In no event shall any of the forgoing events or occurrences constitute a Change in Control under this Agreement if it results from the acquisition by any one person, or more than one person acting as a group, owning more than 50% of the total fair market value or total voting power of the Company’s stock, of additional stock of the Company. In all cases, the determination of whether a Change of Control has occurred shall be interpreted in a manner consistent with the definition of a change in control under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

     1.3 “Change in Control Date” means the first date during the Term (as defined in Section 2, including any extension thereof) on which a Change in Control occurs.

     1.4 “Cause” means any of the following:

(a) a continuing failure by the Executive to render services to the Company in accordance with the Executive’s assigned duties (other than such a failure as a result of Disability);

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(a) any act or omission by the Executive involving willful misconduct or gross negligence which results in material harm to the Company;

(a)	the Executive’s commission of any felony or any fraud, financial wrongdoing, willful disloyalty, deliberate dishonesty or breach of fiduciary duty in connection with the performance of the Executive’s obligations to the Company AND which materially and adversely affects the business activities, reputation, or goodwill of the Company;
(a)	the Executive’s deliberate disregard of a Company rule or policy which materially and adversely affects the business activities, reputation, or goodwill of the Company; or
(vi)	the Executive’s material breach of this Agreement.

In the event of a termination for Cause, the Termination Notice given to the Executive by the Company shall state that the termination of employment is “for Cause.” Such written notice shall specify the particular act or acts, or failure to act, which is or are the basis for the decision to so terminate the Executive’s employment for Cause. The Executive shall be given the opportunity within thirty (30) calendar days of the receipt of such notice to meet with the Board to defend such act or acts, or failure to act, and the Executive shall be given fifteen (15) days after such meeting to cure such act (or failure to act) to the Board’s reasonable satisfaction. Upon failure of the Executive, within such latter fifteen (15) day period, to so cure such act or failure to act, the Executive’s employment by the Company shall be deemed terminated for Cause. All other terminations initiated by the Company (other than due to Disability) shall be referred to as termination without Cause.

     1.5 “Disability” means the Executive’s failure due to illness, accident or any other physical or mental incapacity to perform the essential functions of the Executive’s positions for ninety (90) consecutive days or an aggregate of one hundred and twenty (120) days within any period of three hundred and sixty-five (365) consecutive days during the term hereof. In the event Disability triggers payment of benefits under Section 4 that are subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), Disability shall mean that, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, the Executive is unable to engage in any substantial gainful activity or is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

     1.6 “Good Reason” means the occurrence, without the Executive’s written consent, of any of the events or circumstances set forth in clauses (a) through (e) below.

(a) any material diminution in the Executive’s duties, authority or responsibilities as in effect immediately prior to the earliest to occur of (i) the Change in Control Date, (ii) the date of the execution by the Company of the initial written agreement or instrument providing for the Change in Control or (iii) the date of the adoption by the Board of Directors of a

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resolution providing for the Change in Control (with the earliest to occur of such dates referred to herein as the “Measurement Date”); provided that a change in title or role reflecting the difference in size or structure of an Acquiring Corporation shall not be Good Reason if the Executive’s duties, authority or responsibilities within the portion of the business of the Acquiring Corporation represented by the business of the Company are not materially diminished;

(b)	any material diminution in the Executive’s duties, authority or responsibilities prior to the date set forth in clause (a) that the Executive can reasonably demonstrate (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control;
(c)	a material reduction in the Executive’s compensation as in effect on the Measurement Date, except such a reduction (i) with the Executive’s consent, or (ii) in connection with a reduction in compensation of other Company executives at the level of senior management (a “Broad Executive Reduction”) other than a Broad Executive Reduction that Executive can reasonably demonstrate (x) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (y) otherwise arose in connection with or in anticipation of a Change in Control;
(d)	a material breach of this Agreement by the Company or any successor to the Company;
(e)	any material reduction in the aggregate in the Executive’s pension, retirement or benefit plans or programs (including without limitation any 401(k), life insurance, medical, health and accident or disability plan and any vacation program or policy) (a “Benefit Plan”) in which the Executive participates or which is applicable to the Executive immediately prior to the Measurement Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program; except for any across the board reduction imposed on substantially all other members of the Company’s senior management (a “Broad Executive Benefit Reduction”) other than a Broad Executive Benefit Reduction that Executive can reasonably demonstrate (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control; or
(f)	any relocation of the Executive’s principal office location to a location more than 35 miles from the Boston, Massachusetts metropolitan area.

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     The Executive’s right to terminate his or her employment for Good Reason shall not be affected by his or her incapacity due to physical or mental illness.

     1.7 “Reverse Merger” means the consummation of a merger or share exchange involving the Company as the result of which the equity of the Company (including outstanding warrants and stock options) is converted into the ownership of (or the right to receive upon exercise) at least 50% of the equity of the resulting or acquiring corporation.

     1.8 “Reverse Merger Date” means the first date during the Term (as defined in Section 2) on which a Reverse Merger occurs. Anything in this Agreement to the contrary notwithstanding, if (a) a Reverse Merger occurs, (b) the Executive’s employment with the Company is terminated prior to the date on which the Reverse Merger occurs, and (c) it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Reverse Merger or (ii) otherwise arose in connection with or in anticipation of a Reverse Merger, then for all purposes of this Agreement the “Reverse Merger Date” shall mean the date immediately prior to the date of such termination of employment.

     1.9 “Severance Term” shall mean nine (9) months.

     2. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire upon the first to occur of (a) the expiration of the Term (as defined below) if a Change in Control has not occurred during the Term, (b) the fulfillment by the Company of all of its obligations under this Agreement following the 12-month anniversary of the Change in Control Date, if the Executive is still employed by the Company as of such date, (c) the fulfillment by the Company of all of its obligations under this Agreement if the Executive’s employment with the Company terminates on or within 12 months following the Change in Control Date, (d) immediately prior to effectiveness of the Company’s initial public offering registered under the Securities Act of 1933, or (e) three (3) months after the consummation of a Reverse Merger with a corporation subject to reporting obligations under the Securities Exchange Act of 1934. “Term” shall mean the period commencing as of the Effective Date and continuing in effect through December 31, 2010; provided, however, that on January 1, 2011 and each January 1 thereafter, the Term shall be automatically extended for one additional year beyond its then Term (as previously extended) unless, not later than 90 days prior to any such January 1, the Company shall have given the Executive written notice that the Term will not be extended; provided, further, however, in the event that a definitive agreement relating to any transaction that would result in a Change in Control is entered into during the Term but not consummated prior to the scheduled expiration of the Term (or any extension thereof), the Term shall be automatically extended until the earlier to occur of (i) the termination such definitive agreement or (ii) the consummation of the Change in Control contemplated thereby.

     3. Employment Status; Termination Following a Change of Control.

     3.1 Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any time. Except in the case of an Anticipatory Termination, if the

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Executive’s employment with the Company terminates for any reason and subsequently a Change in Control shall occur, the Executive shall not be entitled to any benefits hereunder. This Agreement deals only with termination of employment under the specific circumstances set forth herein and does not deal with termination of employment under any other circumstances. Nothing in this Agreement shall be deemed to amend or modify the terms of any separate employment agreement to which the Executive and the Company are party.

     3.2 Termination of Employment.

(a)	If a Change of Control Date occurs during the Term (or any extension thereof), any termination of the Executive’s employment by the Company or by the Executive on or within twelve (12) months following the Change of Control Date (other than due to the death of the Executive) shall be communicated by a written notice to the other party hereto (the “Notice of Termination”), given in accordance with Section 7. Any Notice of Termination shall: (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the Date of Termination (as defined below). The effective date of an employment termination (the “Date of Termination”) shall be the close of business on the date specified in the Notice of Termination (which date may not be less than fifteen (15) days or more than thirty (30) days after the date of delivery of such Notice of Termination) in the case of a termination other than termination due to the Executive’s death, a termination by the Company for Cause or a termination by the Executive for Good Reason. In the case of the Executive’s death, the Date of Termination shall be the date of the Executive’s death. In the event the Company fails to satisfy the requirements of Section 3.2(a) regarding a Notice of Termination, the purported termination of the Executive’s employment pursuant to such Notice of Termination shall not be effective for purposes of this Agreement.
(b)	The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
(c)	Any Notice of Termination for Cause given by the Company must be given within 90 days of the occurrence (or if later, the discovery) of the event(s) or circumstance(s) which constitute(s) Cause. Such Notice of Termination for Cause shall provide the Executive with thirty (30) days to remedy such events or circumstances (the “Cause Cure Period”), if such events or circumstances may be subject to being remedied. Any event or

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circumstance that is remedied by the Executive within the Cause Cure Period shall not be deemed to constitute Cause.

(d) Any Notice of Termination for Good Reason given by the Executive must be given within ninety (90) days of the occurrence of the event(s) or circumstance(s) which constitute(s) Good Reason. Such Notice of Termination for Good Reason shall provide the Company with thirty (30) days to remedy such events or circumstances (the “Good Reason Cure Period”), if such action may be subject to being remedied. Any event or circumstance that is remedied by the Company within the Good Reason Cure Period shall not be deemed to constitute Good Reason.

     4. Benefits to Executive.

     4.1 Benefits in Connection with a Change in Control. If a Change in Control Date occurs during the Term (or any extension thereof) and there is an Anticipatory Termination or the Executive’s employment with the Company terminates on or within 12 months following the consummation of the Change in Control associated with such Change in Control Date, the Executive shall be entitled to the following benefits:

(a) Termination Without Cause or for Good Reason. If (w) there is an Anticipatory Termination, (x) the Executive is not offered continued employment by the Acquiring Corporation or (y) the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason on or within 12 months following the consummation of the Change in Control, then the Executive shall be entitled to the following benefits:

(i) the Company shall pay to the Executive the following amounts:

(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) any unpaid portion of the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the amount of the current annual bonus target, or if not yet set, the amount of the annual bonus payment paid to the Executive in the preceding year), and (C) the amount of any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and

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(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s current base salary for the Severance Term; and (B) (i) the amount of the current annual bonus target, or if not yet set, the amount of the annual bonus payment paid to the Executive in the preceding year multiplied by (ii) the quotient of the number of months in the Severance Term divided by twelve (12); and

(ii)

for the Severance Term after the Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall provide health insurance continuation benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at the Company’s cost to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date and upon the Executive’s valid COBRA election; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive health insurance benefits from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and

(iii)

to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b) Resignation without Good Reason; Termination for Death or Disability. If the Executive voluntarily terminates his or her employment with the Company on or within 12 months following the consummation of the Change in Control, excluding a termination for Good Reason, or if the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability on or within 12 months following the Change in Control Date, then the Company shall (i) pay the Executive (or his or her estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination, the Accrued Obligations other than the pro rata current year bonus amount, and (ii) timely pay or provide to the Executive the Other Benefits.

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(c) Termination for Cause. If the Company terminates the Executive’s employment with the Company for Cause during the Term (or any extension thereof) or on or within 12 months following the Change in Control Date, then the Company shall only pay the Executive such amounts, and provide such benefits, as is required by law.

     4.2 Vesting of Stock Options and Restricted Stock in Connection with a Change in Control. (a) If (i) a Change in Control Date occurs during the Term (or any extension thereof) and (A) there is an Anticipatory Termination or (B) the Executive’s employment with the Company terminates on or within 12 months following the consummation of the Change in Control associated with such Change in Control Date, and (ii) all of the Unvested Securities held by the Executive will not be exchanged or replaced in the Change in Control with vested securities on comparable terms as the class of shares underlying the Unvested Securities, then the Company shall cause 50% of the portion of Executive’s Unvested Securities which are not exchanged or replaced to become vested and exercisable (and no longer subject to repurchase) immediately prior to the occurrence of the Change in Control.

     (b) In the event of an Anticipatory Termination, the period in which the Executive may exercise the Executive’s Unvested Securities shall be extended until thirty (30) days after the consummation of the Change in Control, but in no event beyond the original term of such option.

     4.3 Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise, except as provided in Section 4.1(a)(ii).

     4.4 Benefits in Connection with a Reverse Merger. (a) In connection with a Reverse Merger that occurs during the Term, notwithstanding anything to the contrary implied or expressed in the Stock Plan, the Company’s Certificate of Incorporation, any stock option agreement or other agreement, the Executive shall receive that number of shares of common stock and options exercisable for share of common stock (in relative proportion to the Executive’s holdings of shares of common stock and stock options in the Company immediately prior to the Reverse Merger Date) in the surviving company in the Reverse Merger necessary such that the Executive’s proportionate ownership of the equity distributed to or otherwise received by holders of shares of common stock and stock options in the Company in connection with the Reverse Merger is at least equal to the Executive’s proportionate ownership of the shares of common stock and stock options in the Company prior to the Reverse Merger.

     (b) If a Reverse Merger occurs during the Term and (i) the Executive’s employment is terminated by the Company or the resulting or acquiring corporation without Cause on or within twelve (12) months following the Reverse Merger Date and the Executive’s position is filled by a person employed in a substantially similar position prior to the Reverse Merger by the other party to the Reverse Merger, or (ii) Executive’s employment is terminated by the Executive for Good Reason on or within three (3) months following the Reverse Merger Date, then the

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Executive shall be entitled to the benefits set forth in Section 4.1(a) and 4.2(a) (and shall be subject to the corresponding obligations and provisions set forth in this Agreement) as if a Change in Control had occurred.

     4.5 Release. As a condition to Executive receiving the benefits under Section 4.1(a), Section 4.2 or Section 4.4, the Executive must first execute and deliver to Company a general release of claims against the Company and its affiliates in a form substantially similar to the general release attached hereto as Exhibit A, and such release, by its terms, has become irrevocable.

     4.6 Application of Section 409A. Notwithstanding the forgoing, if any benefits provided under this Section 4 are deferred compensation under Section 409A, the following shall apply:

     (a) Any termination of employment triggering payment of such benefit must be a “separation from service” under Section 409A before payment of such benefits under the terms of this Agreement may commence (but the absence of such a separation shall not limit the Executive’s right to eventual payment based on the termination at such time as the termination is a “separation from service” under Section 409A).

     (b) If the Executive is a “specified employee” under Section 409A as of the date of his or her termination of employment hereunder, then, to the extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A, the payment of benefits by the Company under this Agreement, if any, that were scheduled to be paid to the Executive during the first six (6) months following the date of his or her termination of employment shall not be paid until the earlier of the Executive’s death and the date that is the first business day following the 6-month anniversary of the Executive’s termination of employment, at which time such delayed deferred compensation payments shall be paid in a lump sum and the remainder of the benefit payments, if any, shall thereafter be paid in accordance with their normal schedule.

     (c) The parties shall cooperate fully with each other to ensure compliance with Section 409A of the Code, including without limitation, adopting amendments to this Agreement and any other arrangements subject to Section 409A and operating the Agreement and other arrangements in accordance with Section 409A.

     4.7 Application of Section 280G. Notwithstanding the forgoing, if any benefits provided under this Section 4, taken together with any other payments or distributions by the Company to or for the benefit of the executive, otherwise would constitute in whole or in part an “excess parachute payment” under Section 280G of the Code, the payments to the Executive under this Agreement shall be reduced to the extent necessary to avoid the application of Section 280G. Immediately prior to a Change in Control or Reverse Merger, the Company will seek stockholder approval in accordance with Section 280G with respect to any such payments so that the so-called “golden parachute” provisions of Section 280G of the Code do not apply to any such payments, provided that in no event shall the Company be deemed to have guaranteed any particular outcome with respect to such stockholder vote.

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     5. Settlement of Disputes; Arbitration. All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board of Directors shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

     6. Successors.

     6.1 Successor to Company. This Agreement will bind and inure to the benefit of the Company’s successors and permitted assigns The Company shall require any Acquiring Corporation or any other successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Executive shall have the right to require the Company or any successor to confirm in writing such successor’s assumption and agreement to so perform this Agreement. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise.

     6.2 Successor to Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive or his or her family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

     7. Notice. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable nationwide overnight courier service, in each case addressed (a) to the Company, at 300 Third Street, Cambridge, MA 02142, Attn: Chief Executive Officer, and (b) to the Executive at the address for notices indicated below (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be

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deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

     8. Miscellaneous.

     8.1 Employment by Affiliate. For purposes of this Agreement, the Executive’s employment with the Company shall not be deemed to have terminated solely as a result of the Executive continuing to be employed by an affiliate of the Company.

     8.2 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

     8.3 Injunctive Relief. The Company and the Executive agree that any breach of this Agreement by the Company is likely to cause the Executive substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Executive shall have the right to seek specific performance and injunctive relief.

     8.4 Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles.

     8.5 Waivers. No waiver by the Executive at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time.

     8.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.

     8.7 Section 409A. The terms of this Agreement shall be interpreted in a manner consistent with the provisions of Section 409A. Regardless of the forgoing or any other provision in this Agreement, the Company makes no guarantees as to the tax consequences related to any payments under this Agreement or otherwise under Section 409A.

     8.8 Tax Withholding. Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law.

     8.9 Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein, except for                      (“Surviving Agreements”); and any prior agreement of the parties hereto in respect of the subject matter contained herein other than the Surviving Agreements is hereby terminated and cancelled. Notwithstanding the foregoing, this Agreement shall have no effect on the Executive’s rights under any subsequent agreement between Executive and the Company or under any management incentive plan adopted by the Company.

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     8.10 Headings. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Agreement.

     8.11 Amendments. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive.

     IN WITNESS WHEREOF, the parties hereto have executed this Change in Control Agreement as of the day and year first set forth above.

ARCHEMIX CORP.
By:
	Name:
	Title:
EXECUTIVE
Signature:
Printed Name:
Address:

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EXHIBIT A

GENERAL RELEASE

     1. General Release. In consideration of the payments and benefits to be made under that certain Change in Control Agreement, dated                     , 2008, (the “Agreement”),                                          (the “Executive”), with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Archemix Corp. (the “Company”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all non-waivable claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Executive Retirement Income Security Act of 1974 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), Sections 503 and 504 of the Rehabilitation Act, and any and all claims under any whistleblower laws or whistleblower provisions of other laws, excepting only:

(a)	rights of the Executive under this General Release and the Agreement;
(b)	[rights of the Executive under the Company’s Management Incentive Plan];[to be included with proper reference if any such plan exists]
(c)	rights of the Executive relating to equity awards held by the Executive as of his or her Date of Termination (as defined in the Agreement);
(d)	the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
(e)	rights to indemnification the Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any

Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;

(f)

claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group, (ii) for earned but unpaid salary and awarded bonus amounts through the Date of Termination and (iii) for earned but unused vacation pay through the Date of Termination in accordance with applicable Company policy; and

(g)

claims for the reimbursement of unreimbursed business expenses incurred prior to the Date of Termination pursuant to applicable Company policy.

     2. No Admissions. The Executive acknowledges and agrees that this General Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

     3. Application to all Forms of Relief. This General Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages for pain or suffering, costs and attorney’s fees and expenses.

     4. Specific Waiver; Exclusions. The Executive specifically acknowledges that his or her acceptance of the terms of this General Release is, among other things, a specific waiver of his or her rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything herein purport, to constitute or require a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

     5. No Complaints or Other Claims. The Executive acknowledges and agrees that neither he/she nor any of his/her agents or assigns has, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

     6. Additional Obligations And Covenants. In consideration of the payments and benefits offered to be made under the Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged by the Executive, the Executive agrees to the following additional obligations and covenants:

(a) Confidentiality. The Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, communicate to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business, any trade secrets, confidential information, knowledge or data relating to any member of the Company Affiliated Group, obtained by the Executive during the Executive’s employment by the Company that is not generally available

A-2

public knowledge (other than by acts by the Executive in violation of this General Release).

(b)	Return of Company Material. The Executive represents that, as of the date he or she signs this Agreement, he or she has returned to the Company all Company Material (as defined below). For purposes of this Section 6(b), “Company Material” means any documents, files and other property and information of any kind belonging or relating to (i) any member of the Company Affiliated Group, (ii) the current and former suppliers, creditors, directors, officers, employees, agents and customers of any of them or (iii) the businesses, products, services and operations (including without limitation, business, financial and accounting practices) of any of them, in each case whether tangible or intangible (including, without limitation, credit cards, building and office access cards, keys, computer equipment, cellular telephones, pagers, electronic devices, hardware, manuals, files, documents, records, software, customer data, research, financial data and information, memoranda, surveys, correspondence, statistics and payroll and other employee data, and any copies, compilations, extracts, excerpts, summaries and other notes thereof or relating thereto), excluding only information (x) that is generally available public knowledge or (y) that relates to the Executive’s compensation or Executive benefits.
(c)	Cooperation. Following the Termination Date, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company with respect to matters arising out of the Executive’s services to the Company Affiliated Group, at the expense of the Company.
(d)	Nondisparagement. The Executive agrees not to communicate negatively about or otherwise disparage any Company Released Party or the products or businesses of any of them in any way whatsoever. The Company agrees not to communicate negatively about or otherwise disparage the Executive.
(e)	Nonsolicitation. The Executive agrees that for the period of time beginning on the date hereof and ending on the first anniversary of the Executive’s Date of Termination, the Executive shall not, either directly or indirectly, solicit, entice, persuade, induce or otherwise attempt to influence any person who is employed by any member of the Company Affiliated Group to terminate such person’s employment by such member of the Company Affiliated Group. The Executive also agrees that for the same period of time he or she shall not assist any person or entity in the recruitment of any person who is employed by any member of the Company Affiliated Group. The Executive’s provision of a reference to or in respect of any individual shall not be a violation this Section 6(e).

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     7. Conditions of General Release.

(a)	Terms and Conditions. From and after the Date of Termination, the Executive shall abide by all the terms and conditions of this General Release and the terms and any conditions set forth in any employment or confidentiality agreements signed by the Executive, which is incorporated herein by reference.
(b)	No Representation. The Executive acknowledges that, other than as set forth in this General Release, [the Management Incentive Plan] [to be included with proper reference if any such plan exists] and the Agreement, (i) no promises have been made to him or her and (ii) in signing this General Release the Executive is not relying upon any statement or representation made by or on behalf of any Company Released Party and each or any of them concerning the merits of any claims or the nature, amount, extent or duration of any damages relating to any claims or the amount of any money, benefits, or compensation due the Executive or claimed by the Executive, or concerning the General Release or concerning any other thing or matter.
(c)	Injunctive Relief. In the event of a breach or threatened breach by the Executive of any provision of this General Release, the Executive agrees that the Company shall be entitled to seek injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, the Executive acknowledging that damages may be inadequate or insufficient.

     8. Voluntariness. The Executive agrees that he or she is relying solely upon his or her own judgment; that the Executive is over eighteen years of age and is legally competent to sign this General Release; that the Executive is signing this General Release of his or her own free will; that the Executive has read and understood the General Release before signing it; and that the Executive is signing this General Release in exchange for consideration that he or she believes is satisfactory and adequate.

     9. Legal Counsel. The Executive acknowledges that he or she has been informed of the right to consult with legal counsel and has been encouraged to do so.

     10. Complete Agreement/Severability. This General Release (excepting                     , which are incorporated by reference and shall survive the signing of this document) constitutes the complete and final agreement between the parties and supersedes and replaces all prior or contemporaneous agreements, negotiations, or discussions relating to the subject matter of this General Release. All provisions and portions of this General Release are severable. If any provision or portion of this General Release or the application of any provision or portion of the General Release shall be determined to be invalid or unenforceable to any extent or for any reason, all other provisions and portions of this General Release shall remain in full force and shall continue to be enforceable to the fullest and greatest extent permitted by law.

     11. ADEA/OWBP Acceptance and Revocation Period. It is the Company’s desire and intent to make certain that the Executive fully understands the provisions and effects of this General Release. To that end, he or she has been encouraged and given the opportunity to

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consult with legal counsel for the purpose of reviewing the terms of this document. Also, because the Executive is over the age of 40, and consistent with the provisions of the ADEA, which prohibits discrimination on the basis of age, the Executive acknowledges that he or she has been given a period of twenty-one (21) days within which to consider this General Release, unless applicable law requires a longer period, in which case the Executive shall be advised of such longer period and such longer period shall apply. The Executive may accept this General Release at any time within this period of time by signing the General Release and returning it to the Company. This General Release shall not become effective or enforceable until seven (7) calendar days after the Executive signs it. The Executive may revoke his or her acceptance of this General Release at any time within that seven (7) calendar day period by sending written notice to the Company. Such notice must be received by the Company within the seven (7) calendar day period in order to be effective and, if so received, would void this General Release for all purposes.

     Consistent with the provisions of the ADEA and other federal discrimination laws, nothing in this General Release shall be deemed to prohibit the Executive from challenging the validity of this release under the federal age or other discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”), or from participating in any investigation or proceeding conducted by the EEOC. Further, nothing in this General Release shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that the Executive’s signing of this General Release constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to the Executive under the Agreement in the event that the Executive successfully challenges the validity of this release and prevail in any claim under the Federal Discrimination Laws.

     12. Governing Law; Jurisdiction. Except for issues or matters as to which federal law is applicable, this General Release shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the conflicts of law principles thereof. Both parties agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Agreement, or to its breach, shall be commenced in a court of competent jurisdiction in Massachusetts and that venue shall lie exclusively in Middlesex or Suffolk County, Massachusetts. Both parties further agree that any action, demand, claim or counterclaim shall be resolved by a judge alone, and both parties hereby waive and forever renounce the right to a trial before a civil jury.

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     IN WITNESS WHEREOF, the Executive has executed this General Release as of the date last set forth below.

ARCHEMIX CORP.
By:
	Name:
	Title:
	Date:
EXECUTIVE
Signature:
Printed Name:
Date:

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Schedule I

Gregg Beloff
Page Bouchard
James Gilbert
Glenn Goddard
John Harre
Duncan Higgons

EX-10.33

Exhibit 10.33

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.

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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.

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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.

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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

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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.

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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.

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     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.

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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:

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.

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;

32.

Portions of this Exhibit were omitted and have been 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:	/s/ Ted W. Love		By:	/s/ Errol De Souza
	Name:	Ted W. Love, M.D.		Name:	Errol De Souza
	Title:	Chairman and Chief Executive Officer		Title:	President and CEO

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-10.34

Exhibit 10.34

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.

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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.

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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.

15

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.

17

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.

19

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.

20

               (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.

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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.

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               (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.

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          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.

27

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.

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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.

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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.

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          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.

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          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.

50

          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.

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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.

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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.

62

                    (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.

63

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.

64

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.

65

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.

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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.

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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.

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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.

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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.

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          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.

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          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

ARCHEMIX CORP.
By:	/s/ John Harre
Name:	John A. Harre
Title:	V.P. Intellectual Property
MERCK KGaA
	ppa.            i.V.
By:	/s/ [*]
[***]
	/s/ [*]
	[***]

Portions of this Exhibit were omitted and have been 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 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.

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	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.

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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-10.35

Exhibit 10.35

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.

iii

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.

2

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.

11

     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.

13

     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.

14

     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.

15

     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.

17

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.

18

          (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.

19

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.

22

     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.

23

     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.

24

     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.

25

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.

26

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.

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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.

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          (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.

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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.

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          (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.

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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.

42

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.

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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.

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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.

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                    (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.

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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.

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     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:	/s/ Errol De Souza
Name:	Errol De Souza
Title:	President and CEO
MERCK KGaA
ppa.      i.V.
By:	/s/ B. Kirschbaum       /s/ J. Eckhardt
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

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]

Portions of this Exhibit were omitted and have been 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

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]		[***]	[***]
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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.

Sched. 3-8

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
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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.

Sched. 3-9

[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
[***]	[***]		[***]		[***]	[***]
[***]	[***]		[***]	[***]	[***]	[***]
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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. 3-10

[***]	[***]	[***]		[***]	[***]	[***]
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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. 3-11

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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.

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

abc

	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-10.36

Exhibit 10.36

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 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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     1.14 “[***] 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 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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     1.20 “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 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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[***] 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 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) 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 separately 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 separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

7

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 separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

8

     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 separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

9

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 separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

10

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 separately 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 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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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 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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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 separately 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 separately 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 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) 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 separately 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 separately 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 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) 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 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. 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 separately 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 separately 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 separately 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 separately 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 separately 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 separately 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 separately 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:	/s/ Martin Stanton
Name:	Martin Stanton
Title:	President
Date:
Gilead Sciences, Inc.
By:	/s/ Mark L. Perry
Name:	Mark L. Perry
Title:	Executive VP Operations
Date:

License Agreement
Signature Page

Portions of this Exhibit were omitted and have been 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

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 separately 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 separately 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 separately 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 separately 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 separately 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 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

Exhibit C

LICENSED 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.

C-1

Exhibit D

PATENTS EXCLUDED FROM SECTION 4.1

[***]

[***]

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.

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 separately 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 separately 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 separately 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 separately 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 separately 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 separately 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 separately 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 separately 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 separately 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 separately 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 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
(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 separately 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 separately 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-10.37

Exhibit 10.37

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:	/s/ John F. Milligan	By:	/s/ Jerry Donahue
Name: John F. Milligan		Name: Jerry Donahue
Title: SVP, Chief Financial Officer		Title: President
Date:		Date:
Archemix Corp.
By:	/s/ Martin Stanton
Name: Martin Stanton
Title: EVP, Corporate Development
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-10.38

Exhibit 10.38

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.

2

     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.

3

     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.

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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.

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     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.

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     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.

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     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.

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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.

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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.

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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.

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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.

21

     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.

23

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.

25

     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.

26

     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.

27

(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.

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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.

4

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-10.39

Exhibit 10.39

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 7030 Kit Creek Road, RTP, NC 27560, (“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.

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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.

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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.

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	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.

13

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.

15

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.

21

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.

22

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.

23

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	/s/ Martin Stanton
Title	EVP
Regado Inc.
By	/s/ Douglas Gooding
Title	President and CEO

Portions of this Exhibit were omitted and have been 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

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-10.40

Exhibit 10.40

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.

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     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.

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     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.

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     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.

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     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.

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     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.

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     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.

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[***] 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.

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     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.

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     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.

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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.

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                    (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.

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          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.

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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.

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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.

27

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.

28

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.

33

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.

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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.

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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.

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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.

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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.

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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.

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     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.

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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.

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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:	/s/ John A. Harre
Name:	John A. Harre
Title:	Assistant Secretary
TAKEDA PHARMACEUTICAL COMPANY LIMITED.
By:	/s/ Shigenori Ohkawa, Ph.D.
Name:	Shigenori Ohkawa, Ph.D.
Title:	General Manager, Pharmaceutical Research Division

Portions of this Exhibit were omitted and have been 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
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]			[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]			[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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

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.

11

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.

12

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.

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
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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-10.41

Exhibit 10.41

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.

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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.

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     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.

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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.

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     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.

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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.

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“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.

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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

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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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-

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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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.

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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     1.60 “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 [***].

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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     1.66 “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.

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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     1.82 “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.

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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     1.89 “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.

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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     1.96 “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.

19

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:

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) 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

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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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.

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.

22

     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.

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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     1.122 “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.

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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.

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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.

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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.

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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.

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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.

47

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

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 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

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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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

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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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

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 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

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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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

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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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-

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 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

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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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.

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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          4.11.5 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,

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 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

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 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:

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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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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

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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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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

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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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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

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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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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:

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/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

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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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

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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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

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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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.

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. 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

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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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

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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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

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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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.

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 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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Portions of this Exhibit were omitted and have been 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 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.

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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     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

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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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

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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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.

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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          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

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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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.

CONFIDENTIAL

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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,

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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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

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 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,

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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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

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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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.

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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     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

CONFIDENTIAL

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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

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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

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.

115

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

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.

116

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

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.

117

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

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.

118

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

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.

119

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

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.

120

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:	/s/ John Harre
Name:	John A. Harre
Title:	VP Intellectual Property and Secretary
ELAN PHARMA INTERNATIONAL, LIMITED
By:	/s/ Kevin Insley
Name:	Kevin Insley
Title:	Authorised Signatory

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.

S-3-16

	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-3-17

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.

S-4-1

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.

S-4-2

     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.

S-4-3

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.

S-4-4

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.

S-5

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.

S-6

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.

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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-10.42

Exhibit 10.42

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.

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(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.

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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.

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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.

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	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.

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	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.

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	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.

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(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.

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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.

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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.

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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.

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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.

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(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.

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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.

26

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.

30

SIGNED BY:

PFIZER INC		ARCHEMIX CORP
By:	/s/ ILLEGIBLE	By:	/s/ John A. Harre
Title:	Sr. VP, PGRD	Title:	VP Intellectual Property
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-10.43

Exhibit 10.43

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.

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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.

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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.

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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.

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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.

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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.

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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.

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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	/s/ Martin Stanton
Title	EVP, Corporate Development
Aptamera Inc.
By	/s/ Terry Mintor
Title	President and CFO

Portions of this Exhibit were omitted and have been 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-10.44

Exhibit 10.44

RESEARCH AND LICENSE AGREEMENT

BETWEEN

EYETECH PHARMACEUTICALS, INC.

AND

ARCHEMIX CORP.

Dated April 8, 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

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          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

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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

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          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

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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.

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          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

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          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.

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          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;

Confidential

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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

Confidential

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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

Portions of this Exhibit were omitted and have been 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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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.

Confidential

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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

Portions of this Exhibit were omitted and have been 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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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

Portions of this Exhibit were omitted and have been 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 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.

Confidential

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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.

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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               (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.

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 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.

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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               (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

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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                    (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

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), 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

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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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

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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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

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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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

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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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)

Confidential

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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.

Confidential

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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

Confidential

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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

Confidential

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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

Confidential

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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.

Confidential

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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

Confidential

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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

Confidential

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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-

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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

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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.

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.

48

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

Portions of this Exhibit were omitted and have been 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

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
([***]%)        

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.

50

          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

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 4.3 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

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.

52

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

Portions of this Exhibit were omitted and have been 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

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) [***]	$	[***]

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.

54

          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.

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.

55

     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.

56

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.

57

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

Portions of this Exhibit were omitted and have been 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 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

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

59

     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

Portions of this Exhibit were omitted and have been 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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     7.2 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

Portions of this Exhibit were omitted and have been 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 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

Portions of this Exhibit were omitted and have been 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) 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

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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

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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;

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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

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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:	/s/ Errol De Souza
Name:	Errol De Souza
Title:	President and CEO
EYETECH PHARMACEUTICALS, INC.
By:	/s/ David Guyer
Name:	David R. Guyer
Title:	CIO

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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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EX-10.45

Exhibit 10.45

C O N F I D E N T I A L

LICENSE AGREEMENT

     THIS LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of July 23, 2007 (the “Effective Date”), by and between Archemix Corp., having principal offices at 300 Third Street, Cambridge, Massachusetts 02142 (“Archemix”), and Isis Pharmaceuticals, Inc., having principal offices at 1896 Rutherford Road, Carlsbad, California 92008 (“Isis”). Archemix and Isis each may be referred to herein individually as a “Party,” or collectively as the “Parties.”

     WHEREAS, Isis is a recognized leader in the development of antisense oligonucleotides, and Archemix is a recognized leader in the development of Aptamers (as defined below);

     WHEREAS, Isis has developed proprietary chemistries and know-how that may accelerate the successful commercialization of Aptamers, and Archemix is developing know-how that may reciprocally inform the development of other oligonucleotides (including antisense); and

     WHEREAS, this Agreement establishes a strategic alliance between Isis and Archemix which enables the Parties to benefit from Isis’ proprietary chemistries and their mutual proprietary expertise to facilitate their respective discovery, development, and commercialization efforts;

     NOW, THEREFORE, the Parties do hereby agree as follows:

ARTICLE 1
DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in Appendix 1.

ARTICLE 2
GRANT OF RIGHTS

     Section 2.1 License Grants.

          2.1.1 Subject to the terms and conditions of this Agreement, Isis hereby grants to Archemix for use outside of the Excluded Field:

(x) a worldwide, royalty-bearing, non-exclusive license under the Isis Analytical Patents solely to research, make (but not have made), use, import, offer to sell and sell and otherwise discover, develop, and commercialize Licensed 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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(y)	a worldwide, royalty-bearing, nonexclusive license under the Isis Manufacturing Patents solely to research, make (but not have made), use, import, offer to sell and sell and otherwise discover, develop, and commercialize Licensed Products; and
(z)	a worldwide, royalty-bearing, exclusive (subject to Section 2.1.2) license under the Isis Chemistry Patents, with the right to grant sublicenses subject to Section 4.4, to research, make, have made, use, import, offer to sell and sell and otherwise discover, develop, and commercialize Licensed Products.

Archemix will have no right to sublicense or otherwise transfer to any Third Party any rights in or to the licenses to the Isis Analytical Patents or to the Isis Manufacturing Patents granted to Archemix under Section 2.1.1(x) or 2.1.1(y), respectively. For the avoidance of doubt, and subject to the field restriction set forth in the first sentence of Section 2.1.1, Archemix’s conduct through its own employees or consultants of in-house tests on Aptamer Products made by Third Parties shall be deemed to fall within Archemix’s rights to “make” Licensed Products under Sections 2.1.1(x) and 2.1.1(y) as applicable, and shall not constitute “having made.”

          2.1.2 Upon the occurrence of any Conversion Event, the exclusive license granted to Archemix under Section 2.1.1(z) will automatically become non-exclusive, subject to the following:

(a) Such license will remain exclusive with respect to any Target and any Licensed Product that binds to such Target for which Archemix (or an Archemix Affiliate or Archemix Sublicensee) has achieved the [***] milestone and has timely paid Isis the applicable milestone payment under Section 5.2 below prior to the occurrence of the first Conversion Event.

(b) If, following the occurrence of the first Conversion Event, such exclusive license converts to a non-exclusive license pursuant to this Section 2.1.2, such license will convert back to an exclusive license (regardless of the intervening period of non-exclusivity) with respect to any Target and any Licensed Product that binds to such Target for which Archemix (or an Archemix Affiliate or Archemix Sublicensee) has achieved the [***] milestone and has timely paid Isis the applicable milestone payment under Section 5.2 below; provided, that Isis has not, after the first Conversion Event but prior to Archemix’s (or an Archemix Affiliate’s or Archemix Sublicensee’s) achievement of the [***] Milestone and payment of the applicable milestone payment, granted a license to a Third Party that would prevent Isis from granting an exclusive license with respect to such Target and Licensed Product to Archemix.

(c) Any license that remains or becomes exclusive pursuant to clauses (a) or (b) above following a Conversion Event will remain exclusive as long as Archemix (or an Archemix Affiliate or Archemix Sublicensee) 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.

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actively researching, developing or commercializing the Licensed Product that is the subject of the license, or another Aptamer for such Target. For the avoidance of doubt, if Archemix (or an Archemix Affiliate or Archemix Sublicensee) discontinues its activities with respect to a Licensed Product that is the subject of an exclusive license pursuant to clause (a) or (b) above, Archemix (or an Archemix Affiliate or Archemix Sublicensee) will still be deemed to be actively researching or developing a Licensed Product for such Target if it begins research or development activities relating to a back-up product that is intended to be a Licensed Product for such Target within [***] days thereafter.

          2.1.3 Notwithstanding the foregoing, Isis retains the right under the license granted to Archemix under Section 2.1.1(z) above to fulfill its obligations under any licenses granted by Isis prior to the Effective Date, and to grant Permitted Licenses, and the exclusivity of the license granted to Archemix under Section 2.1.1(z) is limited by any such licenses granted prior to and after the Effective Date. For the avoidance of doubt, no Permitted License shall grant any Third Party exclusive rights under the Isis Patents to research, make, have made, use, import, offer to sell or sell, or otherwise discover, develop, or commercialize Licensed Products.

     Section 2.2 Know-How License Grants.

          2.2.1 License Grant to Archemix. Subject to the terms and conditions of this Agreement, Isis grants to Archemix a worldwide, fully paid, royalty-free, non-exclusive license, with the right to sublicense subject to the last two sentences of this Section 2.2.1, under all Know-How disclosed by Isis to Archemix under this Agreement, to use such Know-How solely to research, make, have made, use, import, offer to sell and sell and otherwise discover, develop and commercialize Aptamer Products. Archemix will have no right to sublicense or otherwise transfer any rights in or to the license granted to Archemix under this Section 2.2.1 to any Know-How covering information related to Isis’ manufacturing or analytical technology. Any Sublicense granted under this Section 2.2.1 will (i) be subject to Section 4.4 below, and (ii) require the Archemix Sublicensee to maintain the confidentiality of the sublicensed Know-How in accordance with confidentiality provisions at least as protective as those set forth in Article 7 herein.

          2.2.2 License Grant to Isis. Subject to the terms and conditions of this Agreement, Archemix grants to Isis a worldwide, fully paid, royalty-free, non-exclusive license, with the right to sublicense subject to the last sentence of this Section 2.2.2, under all Know-How disclosed by Archemix to Isis under this Agreement, to use such Know-How solely to research, make, have made, use, import, offer to sell and sell and otherwise discover, develop and commercialize products other than Aptamer Products. Any sublicense granted under this Section 2.2.2 will require the sublicensee to maintain the confidentiality of the sublicensed Know-How in accordance with confidentiality provisions at least as protective as those set forth in Article 7 herein.

          2.2.3 Additional Licenses. In addition to the licenses granted in Sections 2.1.1 and 2.2.1, Isis agrees, at Archemix’s request, to negotiate in good faith with Archemix 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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grant of a license to Archemix under any Patents not licensed to Archemix hereunder, or additional rights under Patents that are licensed hereunder, that are, at the time of such request, owned or Controlled by Isis, to research, make, have made, use, import, offer to sell and sell and otherwise discover, develop, and commercialize Licensed Products, subject to any Third Party rights or other contractual limitations.

ARTICLE 3

SCOPE OF COLLABORATION; COLLABORATION ACTIVITIES

     Section 3.1 Scope of Collaboration; Research Management Committee. To assist the development of each Party’s commercial focus, representatives from Isis and Archemix will meet regularly, as mutually agreed, to share Know-How and coordinate basic research efforts that have the potential to impact each Party’s development efforts (the “Collaboration”). In particular, a jointly composed research management committee (“RMC”) will meet at least [***] per [***] during the term of the Collaboration, alternating venues between the vicinities of Cambridge, Massachusetts and Carlsbad, California, to coordinate the exchange of know-how and research planning. Meetings of the RMC will be by telephone or by video conference if desired by either Party. Intellectual property representatives of each Party may participate in RMC meetings and such meetings will provide a forum to discuss intellectual property issues relevant to the Collaboration.

     Section 3.2 Collaboration Activities. To the extent that the Parties agree to conduct any joint activities under the Collaboration, the Parties will use Commercially Reasonable Efforts to conduct their respective Collaboration research and development activities in a good scientific manner, and in compliance in all material respects with all Applicable Law, and will cooperate reasonably with the other Party to achieve the goals of the Collaboration. Each Party will bear the sole responsibility for funding its own Collaboration research and development activities, unless otherwise agreed by the Parties.

     Section 3.3 Term of Collaboration Activities. The Collaboration will remain in effect for a period [***] years following the Effective Date, and may be continued thereafter with the mutual agreement of both Parties.

     Section 3.4 Consulting Activities. Archemix may request Isis to perform certain research and development activities to aid in the advancement of Licensed Products. Isis will be under no obligation to perform such consulting activities requested by Archemix. Any mutually agreed upon consulting work will be performed under an agreed upon work plan, which will include estimates of Isis’ FTE time to be expended. Isis will be compensated by Archemix for the performance of any such consulting work by Isis at the FTE Rate.

ARTICLE 4
LICENSED PRODUCT DEVELOPMENT; CONDITIONS TO LICENSES

     Section 4.1 Development/Commercialization/Regulatory Responsibilities. Archemix is solely responsible for the development and commercialization of Licensed 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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Archemix will comply with all Applicable Laws in connection with the development and commercialization of the Licensed Products.

     Section 4.2 Reports. Archemix will provide to Isis [***] reports (each an “R&D Report”) summarizing which Isis chemistries and analytical methods are actively being used in Archemix’s programs, subject to Archemix’s confidentiality obligations to Third Parties. Archemix will not be required to disclose specific Targets in any R&D Report. The R&D Reports will be the Confidential Information of Archemix.

     Section 4.3 Safety Reporting and Notification. Subject to confidentiality obligations to Third Parties, each Party will notify the other Party as soon as practicable (and, if possible, provide as much advance notice as possible) of any event or other information of which such Party becomes aware that is materially related to the safety of the Licensed Products (such as serious adverse events). Notwithstanding the foregoing, regardless of whether Isis provides such safety-related information to Archemix, in no event will Isis have any liability under this Agreement with respect to any Licensed Product.

     Section 4.4 Conditions to Sublicenses.

          4.4.1 Prior to the first Conversion Event, Archemix may enter into Sublicenses of the rights under Section 2.1.1(z).

          4.4.2 Following the first Conversion Event, Archemix may enter into Sublicenses of the rights under Section 2.1.1(z) with respect to (i) any Target that remains exclusive, without limitation, and (ii) any Target that is non-exclusive, solely in connection with development and commercialization of a Licensed Product to such Target.

          4.4.3 For purposes of clarification, the Sublicenses described in Section 4.4.1 and Section 4.4.2 may be entered into with (i) any licensee or sublicensee of Archemix under any Patents of Archemix or a Third Party that Archemix is entitled to sublicense, including any Third Party licensee of Archemix’s SELEX or other technology, or (ii) an Affiliate of Archemix. Further, for the avoidance of doubt, Archemix will have the right to offer, but shall not be obliged to grant, a Sublicense to any entity that is a development or commercialization partner or licensee of Archemix as of the Effective Date (each, a “Legacy Licensee”) that desires to take a license to any of the Isis Chemistry Patents and/or the Isis Know-How. Any Sublicense granted to a Legacy Licensee will be consistent with, and expressly made subject to, this Agreement. [***]

ARTICLE 5
FINANCIAL PROVISIONS

     Section 5.1 Warrant Grant. On the Effective Date of this Agreement, Archemix will grant to Isis a seven-year warrant to acquire 600,000 shares of Archemix’s common stock at a purchase price of twenty-five cents ($0.25) per share (subject to adjustment in the event of a stock split, reverse stock split or other similar events), by executing the warrant attached hereto as Appendix 5 (the “Warrant”).

Portions of this Exhibit were omitted and have been 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 5.2 Milestone Payments by Archemix. Archemix will pay to Isis each milestone payment not more than [***] days after first achievement, by Archemix, its Affiliates or an Archemix Sublicensee, of each of the events for each Licensed Product as follows:

Event	Payment
[***]	$[***] (U.S.)
[***]	$[***] (U.S.)
[***]	$[***] (U.S.)
[***]	$[***] (U.S.)

          5.2.1 Any milestone payments paid by Archemix to Isis for a particular Licensed Product are creditable against Sublicense Revenue payable to Isis for such Licensed Product, subject to Section 5.4.1 and will be accompanied by a statement to Isis indicating to which Licensed Product and Target such milestone payment applies. For purposes of illustration, (a) if Archemix has paid a milestone payment to Isis for a Licensed Product prior to sublicensing such Licensed Product, such milestone payment will not also be payable by the Archemix Sublicensee, and such milestone payment will be creditable against the portion of Sublicense Revenue payable to Isis for such Licensed Product (subject to Section 5.4.1 ). [***] milestone will be [***] for any Target, [***] Licensed Product is [***] that binds to such Target.

     Section 5.3 Sublicense Revenue Sharing.

          5.3.1 Sublicenses Involving Licensed Product(s). In the event that Archemix enters into a Sublicense for any Licensed Product, Archemix will pay Isis the following percentages of all Sublicense Revenue received:

(a) [***]% of all Sublicense Revenue from any Sublicense of any Licensed Product entered into [***] the [***] a [***] for such Licensed Product;

(b) [***]% of all Sublicense Revenue from any Sublicense of any Licensed Product entered into [***] the [***] a [***] for such Licensed Product but [***] the [***] a [***] for such Licensed Product; and

(c) [***]% of all Sublicense Revenue from any Sublicense of any Licensed Product entered into [***] the [***] a [***] for such Licensed Product.

          5.3.2 Sublicenses Prior to a Licensed Product. In the event that Archemix enters into a Sublicense that does not involve any Licensed Products at the time of such Sublicense, Archemix will pay Isis [***] percent ([***]%) of all Sublicense Revenue received from 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.

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Notwithstanding the foregoing, in cases where Archemix enters into a Sublicense with a Legacy Licensee that does not involve any Licensed Products at the time of such Sublicense, in addition to payment of the applicable percentage of Sublicense Revenue (excluding up-front consideration) under either of Sections 5.3.1 or 5.3.2 above, Archemix will pay Isis [***] percent ([***]%) of any up-front consideration received by Archemix from any such Sublicense for the extension of such license.

          5.3.2 Any payment to Isis for its portion of Sublicense Revenue due under this Section 5.3 will be due within [***] days of the date such Sublicense Revenue is earned; provided, however, within [***] days after any calendar quarter in which Sublicense Revenue is earned, Archemix will send Isis a written statement of the amount of Isis’ portion of such Sublicense Revenue.

     Section 5.4 Royalty Payments by Archemix.

          5.4.1 In consideration of Isis’ collaborative efforts and the licenses granted hereunder, Archemix will pay Isis a royalty of [***]% of Net Sales of each Archemix-Marketed Licensed Product. For any Licensed Products sold by an Archemix Sublicensee pursuant to a Sublicense, in consideration of Isis’ collaborative efforts and the licenses granted hereunder, Archemix will pay Isis a royalty on Net Sales of such Licensed Products equal to the greater of (i) the applicable Sublicense Revenue rate set forth in Section 5.3.1 or 5.3.2 above multiplied by the [***] Archemix is [***] under such Sublicense, or (ii) [***]% of Net Sales of such Licensed Products. Notwithstanding the foregoing, in the event that of all of the Isis Patent Rights licensed hereunder the only Patent used with respect to a particular Licensed Product is an Isis Manufacturing Patent, then the Parties will negotiate in good faith a [***] Net Sales of such Licensed Product.

          5.4.2 Reduction of Royalties. If the exclusive license granted to Archemix under Section 2.1.1(z) becomes non-exclusive with respect to a Licensed Product, during the period of non-exclusivity the otherwise applicable royalty rate on Net Sales for such Licensed Product payable to Isis under Section 5.4.1 will be reduced by [***]%; provided, however, that in no event will the royalty payable to Isis on Net Sales of Licensed Products be reduced to less than [***]%.

          5.4.3 Royalty Term for Licensed Products. Archemix will pay Isis a royalty on Net Sales of Licensed Products, in each country in which the Licensed Products are manufactured, used or sold, from the date of first commercial sale of the Licensed Products until the expiration of the last-to-expire Valid Claim within an Isis Patent in such country that covers (a) the manufacture, use, or sale of the Licensed Product, and/or (b) a method used in the discovery, identification or characterization of the Licensed Product. For purposes of clarity, notwithstanding the immediately preceding sentence, if a Licensed Product is made in a country where, but for the licenses granted hereunder, it would infringe a Valid Claim of an Isis Patent, then Archemix will be obligated to pay a royalty on Net Sales of such Licensed Product in any country.

Portions of this Exhibit were omitted and have been 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 5.5 Timing of Royalty Payments. The royalties from Archemix to Isis set forth in Section 5.4 are due and payable within [***] days after each respective Royalty Due Date and will be calculated based on the Net Sales in the calendar quarter immediately preceding the applicable Royalty Due Date.

     Section 5.6 Payment Method. Any amounts due to Isis under this Agreement will be paid in U.S. dollars, by wire transfer in immediately available funds to an account designated by Isis. Any payments or portions thereof due hereunder which are not paid on the date such payments are due under this Agreement will bear simple interest at a rate of [***]% per month, or the maximum rate permitted by Applicable Law, whichever is lower, calculated on the number of days such payment is delinquent.

     Section 5.7 Currency; Foreign Payments. If any currency conversion will be required in connection with any payment hereunder, such conversion will be made by using the exchange rate for the purchase of U.S. dollars as published in The Wall Street Journal, Eastern Edition, on the last Business Day of the calendar quarter to which such payments relate. If at any time legal restrictions prevent the prompt remittance of any payments in any jurisdiction, Archemix may notify Isis and make such payments by depositing the amount thereof in local currency in a bank account or other depository in such country in the name of Isis or its designee, and Archemix will have no further obligations under this Agreement with respect thereto.

     Section 5.8 Taxes. Archemix may deduct from any amounts it is required to pay to Isis pursuant to this Agreement an amount equal to that withheld for or due on account of any taxes (other than taxes imposed on or measured by net income) or similar governmental charge imposed by a jurisdiction based on such payments to Isis (“Withholding Taxes”). Archemix will provide Isis a certificate evidencing payment of any Withholding Taxes hereunder within [***] days of such payment and will reasonably assist Isis, at Isis’ expense, to obtain the benefit of any applicable tax treaty.

     Section 5.9 Records Retention; Audit.

          5.9.1 Record Retention. Archemix will maintain (and will contractually require that the Archemix Sublicensees maintain) complete and accurate books, records and accounts that fairly reflect Net Sales with respect to the Licensed Products, in each case in sufficient detail to confirm the accuracy of any payments required hereunder and in accordance with GAAP, which books, records and accounts will be retained by Archemix until the later of (i) [***] years after the end of the period to which such books, records and accounts pertain, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Law.

          5.9.2 Audit. Isis will have the right to have an independent certified public accounting firm of nationally recognized standing, reasonably acceptable to Archemix, have access during normal business hours, and upon reasonable prior written notice, to Archemix’s records as may be reasonably necessary to verify the accuracy of Net Sales or Sublicense Revenue, as applicable, for any calendar quarter or calendar year ending not more than [***] months prior to the date of such request; provided, however, that Isis will not have the right 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.

8

conduct more than one such audit in any Calendar Year except as provided below or more than one such audit covering any given time period. Isis will require such accounting firm to enter into a confidentiality agreement with Archemix in a form reasonably acceptable to Archemix prior to the conduct of any audit. The accounting firm will disclose to Isis only whether the Net Sales and/or Sublicense Revenue has been correctly reported, the specific detail concerning any discrepancies, and the corrected amount of Net Sales and/or Sublicense Revenue payments. Isis will bear the cost of such audit unless the audit reveals an underpayment to Isis of more than [***]%, in which case Archemix will bear the cost of the audit. In any agreement for a Sublicense granted by Archemix hereunder, Archemix will use Commercially Reasonable Efforts to secure a similar right on the part of Archemix to audit its Archemix Sublicensee, and, if reasonably requested in writing by Isis, will enforce such audit right and disclose its audit report to Isis’s auditors.

          5.9.3 Payment of Additional Amounts. If, based on the results of such audit, additional payments are owed by Archemix under this Agreement, Archemix will make such additional payments, with interest as set forth in Section 5.6, within [***] days after the date on which such accounting firm’s written report is delivered to such Party.

          5.9.4 Confidentiality. Isis will treat the financial information subject to review under this Section 5.9 in accordance with the confidentiality provisions of Article 7.

ARTICLE 6
PRESS RELEASES & PUBLICATIONS

     Section 6.1 Press Releases.

          6.1.1 Press Releases — Generally. Each provision of this Section 6.1.1 is subject to Section 6.1.2 below. Press releases or other similar public communication by either Party relating to this Agreement, will be approved in advance by the other Party, which approval will not be unreasonably withheld or delayed, except for those communications required by Applicable Law, disclosures of information for which consent has previously been obtained, and information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each of which will not require advance approval, but will be provided to the other Party as soon as practicable after the release or communication thereof.

          6.1.2 Press Releases – Licensed Product Safety. Subject to any confidentiality obligations to Third Parties, each Party will notify the other Party within the time frames required by Applicable Law of any event of which it becomes aware materially related to the safety of Licensed Products (including any Regulatory Approval) so that the Parties may analyze the need to or desirability of publicly disclosing or reporting such event; provided, that, Archemix will be required to so notify Isis only if such event is reasonably determined by Archemix to be related to the Isis Chemistries. Archemix will have the right to disclose any such safety information supplied by Isis to any of the Archemix Sublicensees that are Researching, developing or commercializing Licensed Products, and to any Third Party as required by Applicable Law. Notwithstanding Section 6.1.1 above, (a) any press release or other similar public communication by either Party related to a Licensed Product’s safety, except for those

Portions of this Exhibit were omitted and have been 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

communications required by Applicable Law, will be submitted to the other Party for review and approval at least [***] hours in advance (if reasonably practicable) of such proposed public disclosure, which approval will not be unreasonably withheld, conditioned or delayed and (b) Archemix will have the sole right to issue any press release or other similar public communication related to a Licensed Product’s safety unrelated to the Isis Chemistries.

     Section 6.2 Publications. At least [***] days prior to a Party’s submission of any material related to any Collaboration research or development activities conducted hereunder pursuant to Section 3.2 for publication or presentation, such Party (the “Submitting Party”) will provide to the other Party (the “Commenting Party”) a draft of such material for its review and comment. Such drafts will be subject to Article 7. The Commenting Party will provide any comments to the Submitting Party within [***] days of receipt of such materials. No publication or presentation with respect to any such Collaboration research or development activities hereunder will be made unless and until any information determined by the Commenting Party to be the Commenting Party’s Confidential Information has been removed. If requested in writing by the Commenting Party, the Submitting Party will withhold material from submission for publication or presentation for a reasonable time, but no more than [***] days, to allow for the filing of a patent application.

ARTICLE 7
CONFIDENTIALITY

     Section 7.1 Disclosure and Use Restriction. Except pursuant to an Authorized Disclosure, the Parties agree that, for the Term and for [***] years thereafter, each Party will keep completely confidential and will not publish, submit for publication or otherwise disclose, and will not use for any purpose, except for the purposes contemplated by this Agreement, any Confidential Information received from the other Party.

     Section 7.2 Terms of Agreement. Either Party may disclose (i) an unredacted copy of this Agreement on a confidential basis to its Affiliates, prospective and actual sublicensees, its legal, business and financial advisors, bankers and accountants, and its prospective lenders, investors, or acquirers, and (ii) the terms of this Agreement as required under applicable securities laws or regulations (including without limitation under rules or regulations of any securities exchange or NASDAQ). Except as set forth in the preceding sentence, neither Party will disclose the terms of this Agreement or any part thereof to any Third Party.

     Section 7.3 Sublicensing. In the case of any Sublicense permitted under this Agreement, or other permitted transfers to a Third Party by Archemix of any Confidential Information received by Archemix under this Agreement, the following conditions apply: (A) Archemix will obtain an agreement from any such Archemix Sublicensee or Third Party that receives Isis’ Confidential Information from Archemix that such Archemix Sublicensee or Third Party will be bound by confidentiality and non-use provisions at least as protective of Isis’ Confidential Information as the provisions of this Agreement, and (B) in the event of a conflict between the non-use or confidentiality provisions in this Agreement and the non-use or confidentiality provisions of a Sublicense properly granted hereunder, such Sublicense provisions will prevail.

Portions of this Exhibit were omitted and have been 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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ARTICLE 8
INTELLECTUAL PROPERTY

     Section 8.1 Ownership of Intellectual Property. In the event the Parties agree to conduct research and/or development activities under the Collaboration, such activities will be performed in accordance with a mutually agreed upon written Collaboration plan, which will include, among other relevant things, provisions regarding ownership of any intellectual property arising under the Collaboration, and the Parties’ respective rights and responsibilities regarding the filing, prosecution, and maintenance of any Patents coving such intellectual property. This Agreement will be understood to be a joint research agreement to discover Licensed Products and associated uses in accordance with 35 U.S.C. § 103(c)(3).

     Section 8.2 Prosecution of Patents. Each Party will have the [***] right, [***] cost and expense and [***] discretion, to obtain, prosecute and maintain throughout the world any Patents solely owned or Controlled by such Party, including with respect to Isis, the Isis Chemistry Patents, the Isis Manufacturing Patents and the Isis Analytical Patents.

     Section 8.3 Enforcement of Patents.

          8.3.1 Rights and Procedures. If Isis or Archemix determines that any Patent licensed hereunder is being infringed by a Third Party’s activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it will promptly notify the other Party in writing, unless doing so would constitute a breach of a duty of confidentiality to such Third Party that arose prior to the date that Isis or Archemix, as applicable, became aware of the infringing activities. The Party controlling the Patent(s) which are allegedly being infringed will have the sole right, but not the obligation, to remove such infringement, including with respect to Isis, the Isis Chemistry Patents, the Isis Manufacturing Patents, and the Isis Analytical Patents, and Archemix, as the exclusive licensee to the license granted under Section 2.1.1(z) above, agrees to cooperate with and assist Isis in the resolution and removal of any such infringement, including, without limitation, negotiating in good-faith with such Third Party with respect to the rights granted to Archemix under Section 2.1.1(z) above.

ARTICLE 9
TERM; CONSEQUENCES OF TERMINATION

     Section 9.1 Term. Unless earlier terminated in accordance with the provisions of Article 10, the term of this Agreement (the “Term”) commences upon the Effective Date and will continue until the expiration of all obligations to pay royalties on all Licensed Products.

     Section 9.2 Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Isis or Archemix are, and will otherwise 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 of the United States Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code. The Parties further agree

Portions of this Exhibit were omitted and have been 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

that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party hereto that is not a Party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non-subject Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject Party.

     Section 9.3 Consequences of Termination.

          9.3.1 Licenses. Upon early termination of this Agreement in its entirety pursuant to Article 10, the licenses granted hereunder will terminate.

          9.3.2 Return of Information and Materials. Upon early termination of this Agreement in its entirety pursuant to Article 10, each Party will return all data, files, records and other materials in its possession or control relating to the other Party’s Patents or otherwise containing or comprising the other Party’s Confidential Information (except one copy of which may be retained for archival purposes).

          9.3.3 Transfer of Sublicenses. Any sublicenses granted by Archemix in accordance with Section 2.1.1 and/or 2.2.1 prior to the date of the corresponding notice of termination under Section 10 issued by Isis will survive if the relevant Sublicensee agrees in writing to be bound by the terms of this Agreement as such terms apply to such Sublicensee (in which event, such Sublicensee will be deemed a direct licensee of Isis); provided, further, that any such Sublicensee will only be responsible for any payments that become due as a result solely of such Sublicensee’s activities after the effective date of any such termination.

     Section 9.4 Accrued Liabilities; Surviving Obligations.

          9.4.1 Accrued Rights & Liabilities. Termination or expiration of this Agreement for any reason will be without prejudice to any liabilities, rights, or financial compensation that will have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration will not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.

          9.4.2 Survival. Articles and Sections 1, 6, 7, 8.1, 8.2, 9, 10, 12 and 14 of this Agreement will survive expiration or termination of this Agreement for any reason. Section 5.1 (Warrant Grant) will survive any permitted termination of this Agreement by Isis.

ARTICLE 10
MATERIAL BREACH OF THIS AGREEMENT

     Section 10.1 Material Breach. If a Party materially breaches this Agreement and such breach is not cured within [***] days after the receipt of a notice of such breach from 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.

12

Party (or, if such breach cannot be cured within such [***]-day period, if the defaulting Party does not commence actions to cure within such period and diligently continues such actions), the Party not in default may, without limiting any of its other rights under this Agreement, invoke Section 14.4 below; provided, however, that in the event of a good faith dispute with respect to the existence of a default, the [***]-day cure period will be stayed until the dispute is resolved under Section 14.4. Notwithstanding anything to the contrary in this Agreement, in the event Archemix breaches its obligations under Article 5, and such breach is not cured within [***] days after Archemix’s receipt of notice of such breach, Isis may terminate this Agreement by providing written notice to Archemix; provided, however, that in the event of a good faith dispute with respect to the existence of a default, the [***]-day cure period will be stayed until the dispute is resolved under Section 14.4. If either Party materially breaches this Agreement, the other Party shall be entitled to suspend the obligations of the Parties under Sections 3.1, 3.2 and 3.3 and any Collaboration plans then in effect pursuant to Section 12.5. Such suspension shall be without prejudice to any rights or remedies of a Party under such Collaboration plan(s) accruing prior to the date of the suspension.

ARTICLE 11
[RESERVED]

ARTICLE 12
INDEMNIFICATION AND INSURANCE

     Section 12.1 Indemnification of Isis. Archemix will indemnify Isis, its Affiliates, and each of their respective directors, officers, employees and agents (“Isis Parties”) and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising from or occurring as a result of any and all liability suits, investigations, claims or demands by a Third Party (collectively, “Losses”) arising from or occurring as a result of or in connection with (a) any use by Archemix, its Affiliates, agents or Archemix Sublicensees of any information, technology (including Know-How) of Isis, or Isis Patent Rights, or (b) whether or not negligence is found or alleged, the manufacture, use, handling, storage, sale or other disposition of a Licensed Product or other compound by Archemix, its Affiliates, agents or Archemix Sublicensees. Notwithstanding the foregoing, Archemix will have no obligations under this Section 12.1 to the extent a Loss is covered by an Isis indemnification obligation under Section 12.2 below.

     Section 12.2 Indemnification of Archemix. Isis will indemnify Archemix, its Affiliates, and each of their respective directors, officers, employees and agents (“Archemix Parties”) and defend and hold each of them harmless, from and against any and all Losses arising from or occurring as a result of or in connection with any use by Isis, its Affiliates, agents or sublicensees of any information or technology (including Know-How) of Archemix. Notwithstanding the foregoing, Isis will have no obligations under this Section 12.2 to the extent a Loss is covered by an Archemix indemnification obligation under Section 12.1 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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     Section 12.3 Conditions to Indemnity. Each of Isis’ and Archemix’s agreement to indemnify, defend and hold the Archemix Parties or the Isis Parties respectively (each, an “Indemnitee”) harmless is conditioned in each case upon the Indemnitee (i) providing written notice to the indemnifying Party (the “Indemnitor”) of any claim, demand or action arising out of the indemnified activities within [***] days after the Indemnitee has knowledge of such claim, demand or action, (ii) permitting the Indemnitor to assume full responsibility for and control over the investigation, preparation and defense of any such claim or demand, (iii) assisting the Indemnitor, at the Indemnitor’s reasonable expense, in the investigation, preparation and defense of any such claim or demand; and (iv) not compromising or settling such claim or demand without the Indemnitor’s prior written consent; provided that, if the Indemnitee entitled to indemnification fails to promptly notify the Indemnitor pursuant to the foregoing clause (i), the Indemnitor will only be relieved of its indemnification obligation to the extent prejudiced by such failure.

     Section 12.4 Insurance. Archemix will have and maintain such types and amounts of liability insurance as is normal and customary in the industry generally for parties similarly situated, including product liability insurance and clinical trials insurance for Licensed Products (each of which will name Isis as an additional insured), and will upon request provide Isis with a certificate of insurance. Archemix will promptly notify Isis of any material change in insurance coverage or lapse in coverage in that regard.

     Section 12.5 Collaboration Activities. In the event the Parties agree to conduct research and/or development activities under the Collaboration, such activities will be performed in accordance with a mutually agreed upon written Collaboration plan, which will include, to the extent deemed appropriate by the Parties, additional indemnification obligations relevant to such Collaboration activities.

ARTICLE 13
REPRESENTATIONS AND WARRANTIES

     Section 13.1 Representations, Warranties, and Covenants. Each Party hereby represents, warrants, and covenants to the other Party as of the Effective Date as follows:

          13.1.1 Corporate Authority. Such Party (a) has the power and authority and the legal right to enter into this Agreement (including the Warrant) and perform its obligations hereunder, and (b) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement (including the Warrant) and the performance of its obligations hereunder. This Agreement (including the Warrant) 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 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.

          13.1.2 Consents, Approvals, etc. All necessary consents, approvals and authorizations of all Regulatory Authorities and other parties required to be obtained 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.

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Party in connection with the execution and delivery of this Agreement (including the Warrant), and the performance of its obligations hereunder have been obtained.

          13.1.3 Conflicts. The execution and delivery of this Agreement (including the Warrant) and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of Applicable Law or any provision of the articles of incorporation, bylaws or any similar instrument of such Party, as applicable, in any material way, and (b) do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation or court or administrative order by which such Party is bound.

     Section 13.2 Isis Representations, Warranties, and Covenants. Isis hereby represents, warrants, and covenants to Archemix as of the Effective Date as follows:

          13.2.1 IP Ownership. To the best of Isis’ knowledge, Isis has sufficient legal and/or beneficial title and ownership of the Isis Patent Rights as is necessary to fulfill its obligations under this Agreement and to grant the licenses (or sublicenses as the case may be) to Archemix pursuant to this Agreement;

          13.2.2 Third Party Actions. To the best of Isis’ knowledge, no actions, suits, claims, disputes, or proceedings concerning the Isis Patent Rights licensed hereunder are currently pending or are threatened in writing, that if determined adversely to Isis would have a material adverse effect on the Licensed Product or would impair Isis’ ability to perform its obligations under this Agreement.

          13.2.3 Third Party Rights. To the best of Isis’ knowledge, except as disclosed in writing to Archemix, Isis has not granted to any Third Party any right to use, license or otherwise exploit the Isis Patent Rights in a manner which would conflict with the rights granted to Archemix under Section 2.2.1.

          13.2.4 No Additional Royalties. To the best of Isis’ knowledge, Archemix will have no obligation to make any royalty or other payment to any Third Party as a result of the grant by Isis to Archemix of the licenses set forth in Section 2.1.1 or 2.2.1.

          13.2.5 No Judgments. To the best of Isis’ knowledge, there are no judgments, decrees or orders of any court or administrative agency that affect the use by Archemix, as contemplated by this Agreement, of the Isis Patent Rights licensed hereunder.

          13.2.6 Compliance with Third Party Licenses. To the best of Isis’ knowledge, Isis is in compliance in all material respects with the material terms of all licenses and other agreements with Third Parties under which it has the right to use any Isis Patent Rights, all such agreements are in full force and effect, and no Third Party has given Isis 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.

          13.2.7 Isis Patent Rights. Appendix 2 (Isis Analytical Patents), Appendix 3 (Isis Manufacturing Patents), and Appendix 4 (Isis Chemistry Patents) contain all Patents Controlled

Portions of this Exhibit were omitted and have been 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

by Isis that are believed, to the best of Isis’ knowledge, to be necessary to research, develop and commercialize Licensed Products. To the extent a Patent Controlled by Isis as of the Effective Date is inadvertently omitted from Appendix 2, Appendix 3, or Appendix 4, Isis agrees in good faith to add such omitted Patent to the appropriate appendix.

     Section 13.3 Archemix Representations, Warranties, and Covenants.

     Archemix hereby represents, warrants, and covenants to Isis that:

          13.3.1 Capabilities. Archemix has the requisite personnel, expertise, experience and skill to perform its obligations under this Agreement; and Archemix, its Affiliates, and its Archemix Sublicensees will at all times comply with all Applicable Laws in connection with this Agreement;

          13.3.2 Capitalization. Archemix has, prior to or on the Effective Date, supplied to Isis a table accurately showing the capitalization of Archemix as of the Effective Date, on a fully-diluted basis. Such table will be deemed to be the Confidential Information of Archemix. Except as set forth in such table, there are no outstanding shares of capital stock of Archemix or warrants, options, agreements, convertible securities or other commitments pursuant to which Archemix is or may become obligated to issue any shares of its capital stock or other securities. Archemix understands and agrees that Isis is relying upon these representations and warranties when accepting the issuance of the Warrant under Section 5.1 above.

     Section 13.4 DISCLAIMER OF WARRANTY. NEITHER PARTY WARRANTS THAT THE COLLABORATION WILL BE SUCCESSFUL OR RESULT IN ANY LICENSED PRODUCTS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE 13, ARCHEMIX AND ISIS MAKE NO REPRESENTATIONS AND GRANT NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND ARCHEMIX AND ISIS EACH SPECIFICALLY DISCLAIM ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

ARTICLE 14
MISCELLANEOUS

     Section 14.1 Assignment. Without the prior written consent of the other Party hereto, neither Party will sell, transfer, assign, delegate, pledge or otherwise dispose of, this Agreement or any of its rights or duties hereunder; provided, however, that (i) either Party hereto may assign or transfer this Agreement or any of its rights or obligations hereunder without the consent of the other Party to any Third Party successor in interest with which it has merged or consolidated, or to which it has transferred all or substantially all of its assets or stock to which this Agreement relates if in any such event the Third Party assignee or surviving entity assumes in writing all 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 assigning Party’s obligations under this Agreement or (ii) Isis may assign or transfer its rights under Article 5 (but not liabilities) to a Third Party in connection with a royalty factoring transaction. Any purported assignment or transfer in violation of this Section 14.1 will be void ab initio and of no force or effect.

     Section 14.2 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, such adjudication will not affect or impair, in whole or in part, the validity, enforceability, or legality of any remaining portions of this Agreement. All remaining portions will remain in full force and effect as if the original Agreement had been executed without the invalidated, unenforceable or illegal part. The Parties agree to use good faith, reasonable efforts to replace the illegal, invalid or unenforceable provision with a legal, valid and enforceable provision that achieves similar economic and non-economic effects as the severed provision.

     Section 14.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, USA without reference to any rules of conflicts of laws.

     Section 14.4 Dispute Resolution.

          14.4.1 General. Any dispute, controversy or claim arising from or related to this Agreement or the breach thereof will first be referred to the attention of the Chief Executive Officer of Archemix and the Executive Vice President and CFO of Isis (the “Executive Officers”) by notice in writing in accordance with the terms of this Agreement. The Executive Officers (or their respective designees) will meet as soon as reasonably possible thereafter, and use their good faith efforts to mutually agree upon the resolution of the dispute, controversy or claim. If any dispute, controversy or claim is not resolved by the designated officers of the Parties (or their designees) within [***] days after such dispute is referred to them, then the Parties agree that such dispute will be referred to mediation, and if the dispute remains unresolved after mediation, either Party will have the right to arbitrate such dispute in accordance with Section 14.4.3; provided, however, that any dispute relating to the construction or validity of any Patent will not be subject to arbitration.

          14.4.2 Mediation. If the Parties pursue mediation proceedings the Parties will attempt to resolve such dispute in accordance with the Commercial Mediation Procedures of the American Arbitration Association (“AAA”), before resorting to arbitration in accordance with Section 14.4.3 below. The mediation will be conducted by a single mediator experienced in the business and technology that is the subject of this Agreement. The place of mediation will be in Denver, Colorado. Either Party may apply to a court of competent jurisdiction for interim injunctive relief until the mediation decision is rendered or the dispute, controversy or claim is otherwise resolved.

          14.4.3 Arbitration. If the Parties do not fully settle any dispute, controversy or claim pursuant to Section 14.4.1 or 14.4.2 and a Party wishes to pursue the matter further, each such dispute, controversy or claim will be finally resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the AAA, and judgment on the arbitration award may

Portions of this Exhibit were omitted and have been 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

be entered in any court having jurisdiction thereof. The arbitration will be conducted by three arbitrators, one chosen by each Party and the third chosen by the other two arbitrators. If the two arbitrators selected by the Parties cannot agree upon an arbitrator, the arbitrator will be appointed by the AAA. No individual will be appointed to arbitrate a dispute pursuant to this Agreement unless he or she agrees in writing to be bound by the provisions of Section 14.4. The place of arbitration will be Denver, Colorado. Either Party may apply to a court of competent jurisdiction for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.

          14.4.4 Disputes Regarding Material Breach. If the Parties are in dispute as to whether one party is in material breach of this Agreement, then the mediator or arbitrators will first determine if material breach has in fact occurred, and if so, will grant the defaulting Party the cure period provided pursuant to Section 10.1. If the material breach is not cured within the time period provided pursuant to Section 10.1, the mediation or arbitration will continue and the mediator or arbitrators will, as part of the same mediation or arbitration, award actual direct damages to the non-defaulting Party.

          14.4.5 Costs and Expenses. Except as expressly provided herein, each Party will bear its own costs and expenses and attorneys’ fees and an equal share of the mediator’s and/or arbitrators’ and any administrative fees of mediation and arbitration. Notwithstanding the foregoing, in the case of arbitration, if a Party has been found to be in material and willful breach of this Agreement, the defaulting Party will be responsible for both Parties’ costs and expenses (including the costs of the arbitrators and any administrative fees of arbitration) and the reasonable attorneys’ fees of the non-defaulting Party; provided, however, that the total amount of such fees and expenses the defaulting Party is required to reimburse the non-defaulting Party will not exceed the total amount of monetary damages awarded to the non-defaulting Party as a result of such material breach.

          14.4.6 Procedure. Except to the extent necessary to confirm an award or as may be required by Applicable Law, neither a Party, a mediator, nor an arbitrator may disclose the existence, content, or results of a mediation or an arbitration without the prior written consent of both Parties. In no event will an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable New York statute of limitations.

          14.4.7 Speedy Resolution. The Parties intend, and will take all reasonable action as is necessary or desirable to ensure, that there be a speedy resolution to any dispute which becomes the subject of mediation or arbitration, and the mediator and arbitrators will conduct the mediation or arbitration so as to resolve the dispute as expeditiously as possible.

          14.4.8 Awards. In any mediation, a decision or opinion issued by the mediator regarding the dispute between the Parties is non-binding. The arbitrators may award monetary damages and injunctive relief. Monetary damages may be in the form of off-set royalties or otherwise, to account for the damages to the non-defaulting Party from the breach, and to account for the defaulting Party’s contribution to the Licensed Product in view of the breach. All awards will be in writing and will state reasons. Executed copies of all awards will be delivered

Portions of this Exhibit were omitted and have been 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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by the arbitrators to the Parties as soon as is reasonably possible. All awards of the arbitrators will be final and binding on the Parties. The Parties undertake to satisfy any award without delay.

     Section 14.5 Notices. All notices or other communications that are required or permitted hereunder will be in writing and delivered personally with acknowledgement of receipt, sent by facsimile (and promptly confirmed by personal delivery, registered or certified mail or overnight courier as provided herein), 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, Massachusetts 02142

Attention: Legal Department
Telephone: (617) 617-621-7700
Facsimile: (617) 921-9300

with a copy to:

Mintz Levin PC
One Financial Center
Boston, MA 02111

Attention: John Cheney
Telephone: (617) 542-6000
Facsimile: (617) 542-2241

     If to Isis, to:

Isis Pharmaceuticals, Inc.
1896 Rutherford Road
Carlsbad, California 92008
Attention: Executive Vice President and CFO
Telephone: (760) 931-9200
Facsimile: (760) 603-4650

with a copy to:

Attention: General Counsel
Facsimile: (760) 268-4922

Portions of this Exhibit were omitted and have been 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

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 will be deemed to have been given (i) when delivered, if personally delivered or sent by facsimile on a Business Day, with confirmation of receipt, (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 mail. It is understood and agreed that this Section 14.5 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.

     Section 14.6 Entire Agreement; Modifications. The Mutual Confidential Disclosure Agreement by and between the Parties dated April 11, 2005 and amended as of September 15, 2006, and the Mutual Confidential Disclosure Agreement by and between the Parties dated April 11, 2003 (collectively, the “Prior CDAs”) are hereby terminated by the mutual consent of the Parties. As of the Effective Date, all information disclosed under the Prior CDAs will be deemed to be Confidential Information disclosed under this Agreement and subject to the terms hereof. Neither Party will thereby be relieved of any liability accruing prior to the Effective Date under the Prior CDAs. This Agreement sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether written or oral, with respect thereto are superseded hereby. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set forth herein. No amendment, modification, release or discharge will be binding upon the Parties unless in writing and duly executed by authorized representatives of both Parties.

     Section 14.7 Relationship of the Parties. The Parties hereto understand and agree that the Collaboration is limited to the activities, rights and obligations as set forth in this Agreement. Nothing in this Agreement will be construed (a) to create or imply a general partnership between the Parties, (b) to make either Party the employee or 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, except for the Prior CDAs as expressly set forth in Section 14.6, (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.

     Section 14.8 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver will be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. Any such waiver will not be deemed a waiver of any other right or breach hereunder.

     Section 14.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

     Section 14.10 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

Portions of this Exhibit were omitted and have been 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

successors and permitted assigns, and they will not be construed as conferring any rights on any other parties.

     Section 14.11 Further Assurance. Each Party will 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 the filing of such assignments, agreements, documents and instruments, as may be necessary to carry out the provisions and purposes of this Agreement.

     Section 14.12 Interpretation. Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement will be construed against the drafting party will not apply. The captions to the several Articles and Sections hereof are not a part of this Agreement, but are merely a convenience to assist in locating the several Articles and Sections hereof. In this Agreement: (a) the word “including” and its variants will be deemed to be followed by the phrase “without limitation”; (b) the singular will include the plural and vice versa; and (c) masculine, feminine and neuter pronouns will be interchangeable.

[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.

21

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Archemix Corp.		Isis Pharmaceuticals, Inc.
Per:	/s/ Gregg Beloff	Per:	/s/ Lynne Parshall
Gregg Beloff		B. Lynne Parshall
Chief Financial Officer		Executive Vice President and CFO

Portions of this Exhibit were omitted and have been 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

APPENDIX 1

Definitions

     “Affiliate” of a Party means any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first Party. For purposes of this definition only, “control” and, with correlative meanings, the terms “controlled by” and “under common control with” mean the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities or by contract relating to voting rights or corporate governance.

     “Applicable Law” means the applicable laws, rules, and regulations, including any rules, regulations, guidelines, or other requirements of the Regulatory Authorities that may be in effect from time to time.

     “Aptamer” means an oligonucleotide that (i) specifically binds to a target protein, and (ii) is covered by a claim within U.S. Patent [***] or, but for the expiration, earlier termination, or decision of a court or other governmental agency of competent jurisdiction holding all claims permanently revoked, unenforceable or invalid of U.S. Patent [***], would have been covered by a claim within U.S. Patent [***].

     “Aptamer Product” means any product comprising an Aptamer.

     “Archemix-Marketed Licensed Product” means a Licensed Product that is manufactured (either by Archemix or on its behalf) and marketed or sold solely by Archemix or any of its Affiliates in accordance with this Agreement.

     “Archemix Sublicensee” or “Sublicensee” means a Third Party recipient of a Sublicense, including any Legacy Licensee, but excluding sublicensed Archemix Affiliates.

     “ASO” means a [***] or [***] or [***], [***] or [***] having a [***] that is [***] and that [***] via the [***], of such [***] to a [***].

     “Authorized Disclosure” means a disclosure of the other Party’s Confidential Information to the extent that such disclosure is:

          (a) made in response to a valid order of a court of competent jurisdiction; provided, however, that the Party subject to such order will first have given notice to the other Party and given the other Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if a disclosure order is not quashed or a protective order 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.

obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information which is legally required to be disclosed in response to such court or governmental order;

          (b) otherwise required by law; provided, however, that the disclosing Party will provide the other Party with notice of such disclosure in advance thereof to the extent practicable;

          (c) made by the disclosing Party to the Regulatory Authorities as necessary for the development or commercialization of a Licensed Product in a country, as required in connection with any filing, application or request for Regulatory Approval, to obtain Patents, or as required by applicable securities laws and regulations; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;

          (d) made by the disclosing Party, to Affiliates, permitted sublicensees, licensors, directors, officers, employees, consultants, representatives or agents, in connection with the performance of this Agreement or otherwise for the licensing, development, manufacturing and/or marketing of actual or potential Licensed Products (or for such parties to determine their interest in performing such activities) in accordance with this Agreement on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations at least as protective as those contained in this Agreement; or

          (e) made by the disclosing Party to existing or potential acquirers; existing or potential pharmaceutical collaborators (to the extent contemplated hereunder); investment bankers; existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for purposes of obtaining financing; or, bona fide strategic potential partners; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Agreement;

     “Business Day” means any day, other than Saturday, Sunday or any statutory holiday in the United States.

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

     “Commercially Reasonable Efforts” means with respect to any objective by an entity, reasonable, diligent, good faith efforts to accomplish such objective as such entity (together with its Affiliates as a group) would normally use in the ordinary course of business and research to accomplish a similar objective under similar circumstances.

Portions of this Exhibit were omitted and have been 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” means all information and Know-How and any tangible embodiments thereof provided by or on behalf of one Party to the other Party either in connection with the discussions and negotiations pertaining to this Agreement or in the course of performing this Agreement, which may include data; knowledge; practices; processes; ideas; research plans; engineering designs and drawings; research data; manufacturing processes and techniques; scientific, manufacturing, marketing and business plans; and financial and personnel matters relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or business.

     Exceptions. Notwithstanding the foregoing, information or know-how of a Party will not be deemed Confidential Information of such Party for purposes of this Agreement if such information or know-how:

          (a) was already known to the receiving Party, as evidenced by their written records, other than under an obligation of confidentiality or non-use, at the time of disclosure to such receiving Party;

          (b) was generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or was otherwise part of the public domain, at the time of its disclosure to such receiving Party;

          (c) became generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or otherwise became part of the public domain, after its disclosure to such receiving Party through no fault of the receiving Party;

          (d) was disclosed to such receiving Party, other than under an obligation of confidentiality or non-use, by a Third Party who had no obligation to the disclosing Party not to disclose such information or know-how to others; or

          (e) was independently discovered or developed by such receiving Party, as evidenced by their written records, without the use of Confidential Information belonging to the disclosing Party and prior to any subsequent disclosure by the receiving Party.

     “Control” means possession of the ability to grant a license or sublicense hereunder without violating the terms of any agreement with any Third Party and without any compensation to such Third Party; provided, however, that if a Party has a right to grant a license or sublicense, with respect to an item of intellectual property to the other Party only upon payment of compensation (including milestones or royalties) to a Third Party (“Third Party Reimbursement”), then the first Party will be deemed to have “Control” of the relevant item only if the other Party agrees to bear the cost of such Third Party Reimbursement.

     “Conversion Event” means the occurrence of any one of the following:

       1. [***] Initiation of a [***]l has occurred [***]; 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.

       2. The earlier to occur of (i) the date of expiration of all claims of U.S. Patent [***], and (ii) the date all claims of U.S. Patent [***] have been donated to the public, disclaimed, permanently revoked, or held invalid or unenforceable by a court or other governmental agency of competent jurisdiction in an unappealed or unappealable decision.

     “Excluded Field” means the making, using, or selling of any product containing OSI Pharmaceuticals, Inc.’s (successor in interest to Eyetech Pharmaceuticals, Inc.) [***] product (or any product containing [***]) (also known as [***]), in each case (i) including any minor chemical modifications to [***] and (ii) for the treatment of [***] conditions.

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

     “FTE” means [***] ([***]) hours of work per year (excluding vacations and holidays).

     “FTE Rate” means $[***] per Isis FTE; provided, however, that each year ([***]), the foregoing FTE rate will be modified for such year by a factor that reflects the annual salary increase multiplier approved by the Compensation Committee of Isis’ Board of Directors for Isis’ employees for the applicable year.

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

     “IND” means an investigational new drug application with the FDA for authorization to commence human clinical trials, and its equivalent in other countries or regulatory jurisdictions.

     “Initiation of a Phase 1 Clinical Trial” means the first administration of a Licensed Product to the first human for the initial clinical testing of a Licensed Product in humans (first-in-human study).

     “Initiation of a Phase 2 Clinical Trial” means the first visit by the first human patient in a Phase 2 Clinical Trial during which dosing of a Licensed Product occurs.

     “Initiation of a Pivotal Quality Clinical Trial” means the first visit by the first patient in a Pivotal Quality Clinical Trial during which dosing of a Licensed Product occurs.

     “Isis Analytical Patents” means the Patents set forth on Appendix 2 to this Agreement.

     “Isis Chemistries” means any chemical compositions covered by one or more claims of the Isis Chemistry 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.

     “Isis Chemistry Patents” means the Patents set forth on Appendix 4 to this Agreement.

     “Isis Manufacturing Patents” means the Patents set forth on Appendix 3 to this Agreement.

     “Isis Patent Rights” means the Isis Chemistry Patents, the Isis Manufacturing Patents, and the Isis Analytical Patents.

     “Know-How” means technical information and materials, including without limitation, technology, data, results, biological materials, assays, constructs, compounds, practices, methods, knowledge, trade secrets, skill and experience, in each case disclosed by one Party to the other Party hereunder.

     “Legacy Licensee” has the meaning set forth in Section 4.4.3.

     “Licensed Product” means an Aptamer Product (a) the sale, use, or manufacture of which is covered by one or more Valid Claims within the Isis Patent Rights, and/or (b) that was discovered, identified, or characterized using a method covered by one or more Valid Claims within the Isis Patent Rights, and includes Archemix-Marketed Licensed Products.

     “Losses” has the meaning set forth in Section 12.1.

     “Major Market Country” means each of the United States, Japan, the United Kingdom, France, and Germany.

     “NDA” means a New Drug Application filed with the FDA after completion of clinical trials to obtain marketing approval for commercial product in the United States or equivalent application for regulatory approval in other Major Market Countries.

   “Net Sales” means the gross invoiced price charged by Archemix, its Affiliates or any Archemix Sublicensees, as appropriate, for the sale of a Licensed Product to a Third Party by Archemix, its Affiliates or Archemix Sublicensees, as appropriate, less the following deductions:

(i) Trade and quantity discounts actually granted;

(ii) Credits, allowances, rebates, and returns (including product recalls), to the extent actually allowed and taken;

(iii) Transportation, insurance and postage charges, if prepaid by Archemix or its Affiliates or Archemix Sublicensees and included on any such party’s bill or invoice as a separate item;

(iv) The amount of any sales tax or other taxes assessed directly on the sale of such Licensed Product which is not refunded; and

(v) Charge back payments or rebates granted to managed health care organizations or federal, state and local governments, their agencies, purchasers

Portions of this Exhibit were omitted and have been 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 reimbursers, 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 the amount determined by and payable to the Pharmaceuticals and Medical Devices Agency (so-called “KIKO”).

For purposes of clarity, use of any Licensed Product in clinical trials, pre-clinical studies or other research or development activities, or disposal or transfer of Licensed Products for a bona fide charitable purpose or a commercially reasonable sampling program, will not give rise to any Net Sales. The Parties agree that any reasonable definition of “Net Sales,” customarily used in pharmaceutical industry technology licensing contracts, that is agreed to by Archemix and an Archemix Sublicensee in an arms-length transaction under a particular Sublicense will be used in calculating the royalty payment to Isis on sales of Licensed Products sold pursuant to such Sublicense.

     “Patents” includes (a) all U.S. patents and patent applications, (b) any substitutions, divisions, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like, and any provisional applications, of any such patents or patent applications, and (c) any foreign or international equivalent of any of the foregoing.

     “Permitted License” means a license granted by Isis during the term of this Agreement to any manufacturer for the manufacture, sale, and export of drug compounds, research reagents, or raw materials, including the manufacture of oligonucleotides, oligonucleotide research reagents, or oligonucleotide raw materials for the manufacture, sale, and export of drug compounds, research reagents, or raw materials, including the manufacture, sale, and export of oligonucleotides, oligonucleotide research reagents, or oligonucleotide raw materials.

     “Phase 1 Clinical Trial” means the initial clinical testing of a Licensed Product in humans (first-in-human study).

     “Phase 2 Clinical Trial” means a Phase 2a Clinical Trial or a Phase 2b Clinical Trial.

     “Phase 2a Clinical Trial” means a controlled clinical trial of a Licensed Product that utilizes the pharmacokinetic and pharmacodynamic information obtained from one (1) or more previously conducted Phase 1 Clinical Trial(s) and/or other Phase 2a Clinical Trial(s) in order to confirm the optimal manner of use of such Licensed Product (dose and dose regimens) and to better determine safety and efficacy.

     “Phase 2b Clinical Trial” means a clinical trial of a Licensed Product on sufficient numbers of patients that is designed to provide a preliminary determination of safety and efficacy of such Licensed Product in the target patient population over a range of doses and dose regimens.

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

     “Pivotal Quality Clinical Trial” means a human clinical trial of a Licensed Product designed to be of a [***] to support [***] or [***] with other studies. If it is unclear whether or not a study design will be sufficient to support [***] (other than by virtue of the uncertainty of safety and efficacy data from that trial) the study will be deemed to be a Pivotal Quality Clinical Trial on the initiation of activities to support an NDA filing. A [***] clinical study will be deemed to be a Pivotal Quality Clinical Trial.

     “Regulatory Approval” means (a) in the United States, approval by the FDA of an NDA, or similar application for marketing approval, and satisfaction of any related applicable FDA registration and notification requirements (if any), and (b) in a market other than the United States, approval by regulatory authorities having jurisdiction over such country of a single application or set of applications comparable to an NDA, and satisfaction of any related applicable regulatory and notification requirements (if any).

     “Regulatory Authority” means any applicable government entities regulating or otherwise exercising authority with respect to the development and commercialization of a Licensed Product.

     “Royalty Due Dates” means March 31, June 30, September 30 and December 31 of each and every year during which this Agreement remains in full force and effect.

     “Sublicense” means a sublicense from Archemix to a Third Party (including any Archemix Sublicensee) under the Isis Chemistry Patents and/or Isis’s Know-How, in accordance with the terms and conditions of this Agreement. A series of Sublicenses to the same Archemix Sublicensee or related Archemix Sublicensees will be aggregated to constitute a single Sublicense.

     “Sublicense Revenue” means [***] cash consideration and non-cash consideration that Archemix receives from an Archemix Sublicensee on or following the date of the Sublicense in consideration of the grant of any Sublicense, including, but not limited to, license fees, up-front payments, milestone payments, and license maintenance fees, but excluding: (i) [***] of Licensed Products, (ii) payments made in consideration of [***] of Archemix at [***], and (iii) payments specifically committed to reimburse Archemix for the direct cost of research and development for Licensed Products. If Archemix receives any non-cash Sublicense Revenue, Archemix will pay Isis, at Archemix’s election, either (x) a [***] equal to the [***] of such Sublicense Revenue or (y) the [***], of such Sublicense Revenue. The [***] of [***] relating to [***] in a [***] company will be determined by the valuation of such company’s [***]. For purposes of calculating Sublicense Revenue, a series of Sublicenses to the same Archemix Sublicensee or related Archemix Sublicensees will be aggregated to constitute a single Sublicense.

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

     “Term” has the meaning set forth in Section 9.1.

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.

     “Third Party” means any party other than Isis or Archemix or their respective Affiliates.

     “Valid Claim” means a claim of a Patent which (i) in the case of any granted, unexpired United States Patent or foreign Patent, will not have been donated to the public, disclaimed or held invalid or unenforceable by a court of competent jurisdiction in an unappealed or unappealable decision, or (ii) in the case of any United States or foreign patent application, is being prosecuted in good faith and will not have been permanently cancelled, withdrawn, or abandoned, provided that (x) no more than [***] years have passed since the earliest date of filing for such application in the United States (unless and until such claim is granted), and (y) no more than [***] years have passed since the earliest date of filing for such application outside of the United States (unless and until such claim is granted).

     “Withholding Taxes” has the meaning set forth in Section 5.8.

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.

APPENDIX 2
ISIS ANALYTICAL PATENTS

[***] [***] [***] [***] [***] [***]

APPENDIX 3
ISIS MANUFACTURING 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.

			Patent/
Technology	Docket #	Country/Treaty	Application #	Title	Filing Date
[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]

			Patent/
Technology	Docket #	Country/Treaty	Application #	Title	Filing 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.

			Patent/
Technology	Docket #	Country/Treaty	Application #	Title	Filing Date
[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]

			Patent/
Technology	Docket #	Country/Treaty	Application #	Title	Filing Date
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]

			Patent/
Technology	Docket #	Country/Treaty	Application #	Title	Filing 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 4

ISIS CHEMISTRY PATENTS

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

Docket			Serial	Filing	Patent	Grant
Number	Country	Status	Number	Date	Number	Date	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.

APPENDIX 5

Warrant

Portions of this Exhibit were omitted and have been 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-10.46

Exhibit 10.46

Execution Copy

EXCLUSIVE LICENSE AGREEMENT

     This Exclusive License Agreement (this “Agreement”) is made effective as of July 31, 2007 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and Ophthotech Corporation, a Delaware corporation with offices at c/o SV Life Sciences, 60 State Street, Suite 3650, Boston, MA 02109 (“Ophthotech”). Archemix and Ophthotech are each hereinafter referred to individually as a “Party” and together as the “Parties.”

     WHEREAS, Archemix is the owner of or otherwise controls, certain patents and proprietary technology;

     WHEREAS, Ophthotech desires to obtain an exclusive license from Archemix under such patents and technology to develop and commercialize certain products; and

     WHEREAS, Archemix desires to grant such license to Ophthotech on the terms and subject to the conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1 DEFINITIONS

     Whenever used in the Agreement with an initial capital letter, the terms defined in this Article 1 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 Licensed Product, whether or not considered related to the Licensed 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 Licensed Product.

     1.2 “Acceptance” means, with respect to an IND, [***] 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.

     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 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.

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

     1.4 “AMD” means age-related macular degeneration and includes the following separate Indications: wet AMD and dry AMD.

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

     1.6 “Anti-C5 Aptamer” means an Aptamer that binds to C5 provided by Archemix to, or identified in the Anti-C5 Aptamer-Specific Patent Rights licensed to, Ophthotech under this Agreement, including without limitation any Aptamer that binds to C5 as set out in the issued patents and pending patent applications listed in Exhibit A, and any Aptamer(s) Derived therefrom.

     1.7 “Anti-C5 Aptamer-Specific Patent Rights” means any Licensed Patent Rights that specifically claim ARC186, ARC1905 and/or any other Aptamer that binds to C5 or the manufacture, use, offer for sale, sale or importation thereof in the Field.

     1.8 “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 may be in effect from time to time during the Term and are applicable to a particular activity hereunder.

     1.9 “Aptamer” means (a) any naturally or non-naturally occurring oligonucleotide identified through the SELEX Process that binds with high specificity and affinity to a Target, and (b) any oligonucleotide Derived from an oligonucleotide of clause (a) that has such high specificity and affinity to a Target.

     1.10 “ARC186” means an unpegylated Anti-C5 Aptamer having the chemical composition set forth in Schedule 2 attached hereto.

     1.11 “ARC1905” means a pegylated Anti-C5 Aptamer having the chemical composition set forth in Schedule 1 attached hereto.

     1.12 “Archemix Collaborative Partner” means any Third Party with whom Archemix is engaged, from time to time, in a collaborative effort to research, develop or commercialize Aptamers, 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.

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

     1.14 “C5” means complement factor C5.

     1.15 “Calendar 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,

Portions of this Exhibit were omitted and have been 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

September 30 or December 31.

     1.16 “Calendar Year” means the period beginning on the Effective Date and ending on December 31 of the year in which the Effective Date falls and thereafter each successive period of twelve (12) months commencing on January 1 and ending on December 31.

     1.17 “Challenge” means any challenge to the validity or enforceability of any Licensed Patent Right, in the absence of a breach of this Agreement by Ophthotech, including, without limitation, by (a) filing a declaratory judgment action in which any Licensed Patent Right is alleged to be invalid or unenforceable; (b) citing prior art pursuant to [***], filing a request for re-examination of any Licensed Patent Right pursuant to [***] and/or [***] or provoking or becoming party to an interference with an application for any Licensed Patent Right pursuant to [***]; or (c) filing or commencing any reexamination, opposition, cancellation, nullity or similar proceedings against any Licensed Patent Right in any country.

     1.18 “Commercially Reasonable Efforts” means, with respect to activities of Ophthotech under this Agreement, the efforts and resources customarily used by similarly sized biotechnology companies in the performance of such activities for other products owned by such companies which are of similar market potential and at a similar stage of development, taking into account the competitiveness of the market place, the regulatory structure involved and other relevant and material factors.

     1.19 “Complement Cascade” means the following plasma proteins which are part of a cascade of reactions by which pathogen recognition is converted into an effective host defense against initial infection: [***].

     1.20 “Completion” means, with respect to a clinical trial, the closing of the database with respect to that applicable clinical trial.

     1.21 “Confidential Information” means all information and Technology disclosed or provided by, or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or to any of the Receiving Party’s employees, consultants, Affiliates or sublicensees pursuant to or in connection with this Agreement; 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 to such Receiving Party; (b) as of the date of disclosure it is in the public domain or it subsequently enters the public domain other than through a breach by the Receiving Party or its Affiliates of a contractual obligation; (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 or its Affiliates as demonstrated by credible written documentation. For purposes of clarity, unless excluded from Confidential Information pursuant to the provisos of the preceding sentence, any scientific, technical or financial information Controlled by a Disclosing Party and disclosed at any meeting of the Parties or disclosed through an audit report shall constitute Confidential Information of the Disclosing 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.

3

     1.22 “Control” or “Controlled” means 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 solely to the extent that such grant does not (a) violate the terms of any agreement or arrangement with any Third Party or (b) violate any Applicable Laws. Notwithstanding the foregoing, with respect to Technology or Patent Rights licensed by Archemix from a Third Party after the Effective Date (i.e., with respect to Technology or Patent Rights that are not Licensed Technology or Licensed Patent Rights as of the Effective Date), where the grant of a license or sublicense to Ophthotech to such Technology or Patent Rights as provided herein would require a payment of additional consideration by Archemix to such Third Party licensor, Control by Archemix shall be deemed to exist only if Ophthotech agrees to reimburse Archemix for such additional payment of consideration.

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

     1.24 “Development” and “Develop” means, with respect to any Licensed Product, all activities with respect to such Licensed Product relating to research and development in connection with seeking, obtaining and/or maintaining any regulatory approval (including without limitation any Regulatory Approval) for such Licensed Product in the Field in the Territory, including, without limitation, all pre-clinical research and development activities, all human clinical studies, all activities relating to developing the ability to manufacture any Licensed Product or any component thereof (including, without limitation, process development work), and all other activities relating to seeking, obtaining and/or maintaining any regulatory approvals for Licensed Products (including without limitation any Regulatory Approvals) from the FDA and/or any Foreign Regulatory Authority.

     1.25 “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.

     1.26 “Diagnostics” means In Vitro Diagnostics, In Vivo Diagnostics and any Aptamer product used for Diagnosis.

     1.27 “Field” means the prevention, treatment, cure or control of all Indications of the eye, adnexa of the eye, orbit and optic nerve, but excluding Diagnostics.

     1.28 “First Commercial Sale” means, on a country-by-country basis, the date of the first arm’s length transaction, transfer or disposition for value to a Third Party of a Licensed Product by or on behalf of, Ophthotech, its Affiliate or Sublicensee in such country. For purposes of clarity, the use of any Licensed Product in clinical trials, pre-clinical studies or other research or development activities or the disposal or transfer of a Licensed Product for a bona fide charitable purpose or for purposes of a commercially reasonable sampling program shall not be deemed to be an arm’s length transaction, transfer or disposition for value for purposes of this definition.

Portions of this Exhibit were omitted and have been 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

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

     1.30 “Foreign Regulatory Authorities” means any applicable supranational, national, federal, state or local regulatory agency, department, bureau or other governmental entity of any country or jurisdiction in the Territory (other than the FDA in the United States), having responsibility in such country or jurisdiction for any Regulatory Approvals of any kind in such country or jurisdiction, and any successor agency or authority thereto.

     1.31 “FTE” means [***] hours of work devoted to, or in support of, the Archemix technology transfer activities performed pursuant to Section 3.5.4 hereof carried out by one or more appropriately trained employees of Archemix, measured in accordance with Archemix’s time allocation practices from time to time.

     1.32 “FTE Costs” means the sum of [***] Dollars ($[***]) multiplied by the number of FTEs in such period.

     1.33 “IND” means an investigational new drug application (as defined in Title 21 of the United States Code of Federal Regulations, as amended from time to time) filed or to be filed with the FDA with regard to any Licensed Product.

     1.34 “Indication” means any human indication, disease, disorder or condition in the Field, which can be treated, controlled, prevented, cured or the progression of which can be delayed. For purposes of clarity, whether any such indication, disease, disorder or condition constitutes a separate Indication shall be determined by reference to the applicable ICD-9 codes, with each separate code constituting a separate Indication; provided, that, with respect to AMD, wet AMD and dry AMD, and only wet AMD and dry AMD, shall constitute separate Indications. “ICD-9” means the World Health Organization International Classification of Diseases, version 9, and excludes any other versions of the ICD.

     1.35 “In Vitro Diagnostics” means the use of the SELEX Process or Aptamers 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 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); (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 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

Portions of this Exhibit were omitted and have been 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

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 shall exclude any of the above-described uses in this Section 1.34 conducted in the Development of Anti-C5 Aptamers under this Agreement.

     1.36 “In Vivo Diagnostics” means the use of any product containing one or more Aptamers 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.

     1.37 “Knowledge” means, with respect to Archemix, the actual knowledge of the chief executive officer, any vice president or the chief legal officer of Archemix.

     1.38 “Legal Exclusivity Period” means, with respect to a Licensed Product and a country in the Territory, the period (a) beginning on the earlier of the commencement of the Patent-Based Exclusivity Period or of the Non Patent-Based Exclusivity Period and (b) expiring on the later of the expiration of the Patent-Based Exclusivity Period or the Non Patent-Based Exclusivity Period.

     1.39 “Licensed Patent Rights” means all Patent Rights Controlled by Archemix or any of its Affiliates during the Term that cover or claim Licensed Products in the Field, including without limitation the Development, manufacture, use, offer for sale, sale or importation thereof. For purposes of clarity, the Licensed Patent Rights, as of the Effective Date, include without limitation the Patent Rights listed on Exhibit A attached hereto.

     1.40 “Licensed Product” means any pharmaceutical product comprised of or Derived from, in whole or in part, ARC1905, ARC186 and/or any other Anti-C5 Aptamer.

     1.41 “Licensed Technology” means any Technology Controlled by Archemix or any of its Affiliates during the Term that is necessary or useful for the Development, manufacture, use, offer for sale, sale or importation of Licensed Products in the Field.

     1.42 "Material EU Country” means each of the United Kingdom, Germany, France, Italy and Spain.

     1.43 “Net Sales” means the gross amount billed or invoiced by Ophthotech or any of its Affiliates or Sublicensees to Third Parties throughout the Territory for sales or other dispositions or transfers for value of Licensed Products less (i) allowances for normal and customary trade, quantity and cash discounts actually allowed and taken, and inventory management fees paid to wholesalers and distributors, (ii) transportation, insurance and postage charges, if paid by Ophthotech or any Affiliate or Sublicensee and included on any such Third Party’s bill or invoice as a separate item, (iii) credits, chargebacks, retroactive price reductions, rebates and returns, to the extent actually allowed, (iv) negotiated payments made to private sector and government Third Party payors (e.g., PBMs, HMOs and PPOs) and purchasers/providers (e.g., staff model HMOs, hospitals and clinics), regardless of the 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.

6

mechanism, including without limitation off-invoice, rebate, chargeback and credit mechanisms, (v) discounts paid under discount prescription drug programs and reductions for coupon and voucher programs; (vi) 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 Licensed Product and actually paid by Ophthotech or any of its Affiliates or Sublicensees; and (vii) portions of gross amounts billed or invoiced that are written off as uncollectible, not to exceed [***] percent ([***]%) of Annual Net Sales in any Calendar Year. In addition, Net Sales are subject to the following:

          (a) If Ophthotech or any of its Affiliates or Sublicensees effects a sale, disposition or transfer of a Licensed Product to a customer in a particular country as part of a package of Licensed Products and services (but not in a Combination Product), the Net Sales of such Licensed Product to such customer shall be deemed to be “the fair market value” of such Licensed Product less applicable discounts pursuant to this definition of Net Sales. For purposes of this subsection (a), “fair market value” shall mean the fraction (A/A+B), where A equals the value that would have been derived had such Licensed Product been sold as a separate Licensed Product to another customer in the country concerned on customary commercial terms and B equals the aggregate value that would have been derived had the other components of such package been sold as separate products 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 Licensed Products, all discounts and the like shall be allocated among Licensed Products on the basis of 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 Licensed Products.

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

          (d) Sales or transfers of Licensed Product among Ophthotech, its Affiliates and Sublicensees for the purpose of subsequent resale to Third Parties shall not be included in Net Sales; with respect to such sales or transfers, the gross amounts billed or invoiced in connection with the subsequent resale to Third Parties will be included in the calculation of Net Sales.

     In the event that a Licensed Product under this Agreement is sold in combination (“Combination Product”) with another ingredient or component 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 (a “Supplemental Component”), then “Net Sales,” for purposes of determining royalty payments on the Combination Product, shall be calculated using one of the following methods:

Portions of this Exhibit were omitted and have been 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

          (y) By multiplying the Net Sales of the Combination Product (calculated prior to the application of this formula) by the fraction C/C+D, where C is the average gross selling price, during the applicable Calendar Quarter in the country concerned, of the Licensed Product when sold separately, and D is the average gross selling price, during the applicable Calendar Quarter in the country concerned, of the Supplemental Component(s) when sold separately; or

          (z) In the event that no such separate sales are made of the Licensed Product or any of Supplemental Components in such Combination Product during the applicable Calendar Quarter in the country concerned, Net Sales, for the purposes of determining royalty payments shall be calculated using the above formula where C is the reasonably estimated commercial value of the Licensed Product sold separately and D is the reasonably estimated commercial value of the Supplemental Components sold separately. Any such estimates shall be determined using criteria to be mutually agreed upon by the Parties. Such estimates shall be reported to Archemix in the reports to be provided pursuant to Section 4.5.1 hereof. If the Parties are unable to agree on the criteria for determining such estimates, either Party may submit such dispute for resolution pursuant to the provisions of Section 10.2.2 (Accelerated Arbitration).

     1.44 “Non Patent-Based Exclusivity Period” means, with respect to a Licensed Product in a country in the Territory, that period of time during which no Third Party has been granted the legal right by the FDA or any Foreign Regulatory Authority, as applicable, in such country to market and sell the Licensed Product in such country.

     1.45 “Non-Royalty Term” means, with respect to each Licensed Product, the period commencing on the Effective Date and continuing on a product-by-product, and country-by-country basis until the date on which no further payments of Sublicense Income are received by Ophthotech.

     1.46 “Patent-Based Exclusivity Period” means, with respect to a Licensed Product and a country in the Territory, that period of time during which at least one Valid Claim of the Licensed Patent Rights covers the Licensed Product.

     1.47 “Patent Rights” means all rights and interests in and to issued patents and pending patent applications including, without limitation, provisional 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.

     1.48 “Permitted Activities” means any activity conducted by or on behalf of Archemix or any Third Party licensee or sublicensee of Archemix with respect to (a) applications of aptamers that bind to C5 (including Anti-C5 Aptamers) outside of the Field and/or (b) the use of aptamers that bind to C5 (including Anti-C5 Aptamers) against Targets (including C5) outside of the Field.

     1.49 “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust,

Portions of this Exhibit were omitted and have been 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

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.

     1.50 “Phase I Clinical Trial” means a clinical trial conducted in healthy humans or in patients with a particular disease or condition, which clinical trial is designed to initially explore 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. For purposes of clarity, a Phase I Clinical Trial may also initially explore efficacy if a safety endpoint for such trial coincides with an initial indication of efficacy.

     1.51 “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.

     1.52 “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 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 FDA in the United States or pertinent Foreign Regulatory Authority in a country outside the United States.

     1.53 “Regulatory Approval” means any and all approvals (including pricing and reimbursement approvals), product and establishment licenses, registrations or authorizations of any kind of the FDA or any Foreign Regulatory Authority necessary for the marketing and commercial sale of a Licensed Product (or any component thereof) for use in the Field in any country or other jurisdiction in the Territory.

     1.54 “Royalty Term” means, with respect to each Licensed Product, the period commencing on the Effective Date and continuing on a product-by-product, and country-by-country basis until the later of (a) the last to expire Valid Claim covering the Licensed Product in such country or (b) twelve (12) years from the date of First Commercial Sale of such Licensed Product in such country.

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

     1.56 “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 process that (a) is covered by the SELEX Portfolio, including, without limitation, U.S. Patent Nos. [***] or [***], (b) is covered by any other Patent Rights Controlled by Archemix, or (c) is covered by any continuation, divisional, continuation-in-part, substitution, renewal, reissue, re-examination or extension, or any foreign equivalent of, the foregoing 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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     1.57 “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, pegylation, complexation, substitution, deletion and/or incorporation of modified nucleotides.

     1.58 “Serious Adverse Event” means an Adverse Event occurring at any dose that (a) results in death, (b) is life-threatening, (c) requires inpatient hospitalization or prolongation of an existing hospitalization, (d) results in a persistent or significant disability or incapacity or (e) results in a congenital anomaly or birth defect. Additionally, important medical events that are not described in the immediately preceding sentence shall be considered Serious Adverse Events 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 the immediately preceding sentence.

     1.59 “Sublicensee” means any Third Party to whom Ophthotech grants a sublicense of some or all of the rights granted to Ophthotech under this Agreement.

     1.60 "Sublicense Income” means [***] payments received by Ophthotech or its Affiliates from its Sublicensees in connection with sublicenses granted hereunder excluding (a) payments [***] a Sublicensee to [***] or [***] to be [***] by such Ophthotech or its Affiliates [***] to a [***] for [***] which has been agreed to with the Sublicensee and based on full-time equivalent or other cost-accounting methodologies that are consistent with then current industry practices, (b) payments [***] of the [***] of Ophthotech to the extent that the [***] for [***] does not [***] the then [***] thereof, as [***] of Ophthotech; provided, that, if requested by Archemix, Ophthotech shall [***] Archemix with [***] for any [***] and any [***] any [***] may be submitted by either Party to arbitration pursuant to Section 10.2.2, and (c) [***] to Ophthotech by such Sublicensee on [***] (or, in the case of a [***] with a Sublicensee, [***] to Ophthotech by such Sublicensee) pursuant to the applicable sublicense agreement.

     1.61 “Sustained Drug Delivery Product” means any Licensed Product comprising or incorporating Sustained Drug Delivery Technology.

     1.62 “Sustained Drug Delivery Technology” means any Technology including, without limitation, any modifications to a Licensed Product and/or its formulation, designed to significantly prolong local effects relative to intravitreal injection of the Licensed Product.

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

     1.64 “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 any negative results).

     1.65 “Territory” means all countries and jurisdictions of the world.

Portions of this Exhibit were omitted and have been 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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     1.66 “Third Party” means any person or entity other than Ophthotech, Archemix and their respective Affiliates.

     1.67 “ULEHI” means University License Equity Holdings, Inc., formerly known as UTC.

     1.68 “Unexpected Adverse Event” means an Adverse Event, the specificity or severity of which is not consistent with the current package insert or investigator’s brochure for the Licensed Product. An Unexpected Adverse Event includes any event that may be symptomatically and pathophysiologically related to an event listed in the current package insert or investigator’s brochure, but differs from the listed event because of greater severity or specificity.

     1.69 “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, Inc.

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

     1.71 “Valid Claim” means any claim of a pending patent application or an issued, unexpired patent covered under the Licensed Patent Rights 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, (d) is not lost through an interference proceeding and (e) in the case any claim of a pending patent application, is not pending more than [***] years from filing date of the earliest patent application from which such pending patent application claims priority.

     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
AAA	10.2.1
Agreement	Recitals
Archemix	Recitals
Archemix Indemnitees	8.1
Claims	8.1
Development Plan	3.2
Disclosing Party	1.21
Dispute	10.2.1
Effective Date	Recitals
Expert	10.2.2(a)
Generic Product	4.2.2

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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Definition	Section
Gilead Indemnitee	8.3
Indemnified Party	8.2
Infringement	6.3.1
Infringement Notice	6.3.1
[***]	4.2.3
Licensed Patent Right Fees	6.2
Mandatory Jurisdiction	6.2
Negotiation Period	2.3.2
[***]	2.3.2
Ophthotech	Recitals
Option	2.3.2
Option Period	2.3.2
Optional Jurisdiction	6.2
Party	Recitals
Parties	Recitals
[***]	3.2
Receiving Party	1.21
Series A Financing	4.1.2
Series A Investors	4.1.2
Series A Rights	4.1.2
Shares	4.1.2
Sirna Materials	3.5.1
Stock Purchase Agreement	4.1.2
Sublicense Income Payments	4.3.2
Term	9.1
Third Party Payments	4.2.3

ARTICLE 2 GRANT OF RIGHTS

     2.1 License to Ophthotech.

          2.1.1 Grant of License. Archemix hereby grants to Ophthotech an exclusive, royalty-bearing license, including the right to grant sublicenses in accordance with Section 2.1.3, under the Licensed Patent Rights and Licensed Technology, to Develop, have Developed, make, have made, use, have used, sell, offer for sale, distribute for sale, have sold, import, have imported, export and have exported, Licensed Products in the Territory, for any and all uses within the Field, subject to the terms and conditions of this Agreement. For purposes of clarity, (a) Ophthotech shall have the right under this license to use SELEX Technology for the sole purpose of modifying Anti-C5 Aptamers for use in the Field, (b) Ophthotech shall have no right under this license to practice the SELEX Process for any reason, including to identify or modify aptamers, and (c) subject to Section 2.3, Archemix shall retain the right to use the Licensed Technology and practice the Licensed Patent Rights to (i) research, develop, have developed, make, have made, use, have used, sell, offer for sale, have sold, distribute for sale, import, have imported, export and have exported any product that is not a Licensed Product in the Field and (ii) research, develop, have developed, 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.

12

have sold, distribute for sale, import, have imported, export and have exported any Licensed Product outside the Field.

          2.1.2 Negative Covenant. Ophthotech is not granted the right to, and hereby agrees that it will not (a) practice any inventions covered by a Valid Claim under the Licensed Patent Rights or the SELEX Process, except as expressly permitted under this Agreement, (b) research, develop, make, have made, use, have used, sell, offer for sale, have sold, distribute for sale, import, have imported, export or have exported Diagnostics or (c) perform any research or development on ARC1905, ARC186 and/or Anti C5 Aptamer for any use outside of the Field. Notwithstanding the foregoing provisions of this Section 2.1.2, (i) Ophthotech shall not be restricted by Section 2.1.2(a) or (b) from engaging in any activity that, in the absence of a license from Archemix, would not infringe a Valid Claim Controlled by Archemix, and the foregoing covenant by Ophthotech shall not apply to any such non-infringing activities and (ii) Ophthotech shall not be restricted by Section 2.1.2(a) or (b) from engaging in any activity in which Opthotech is permitted to engage pursuant to a license, sublicense or other right granted to Ophthotech in any agreement other than this Agreement with respect to the SELEX Portfolio, the SELEX Process, SELEX Technology or Aptamers, whether granted by Archemix, Gilead or any other Person having the right to grant such license, sublicense or other right.

          2.1.3 Right to Sublicense. Ophthotech shall have the right to grant sublicenses to all or any portion of its rights under the license granted pursuant to Section 2.1.1; provided, that, (a) Archemix shall be notified of the grant of each such sublicense; (b) each such sublicense shall be subject to, and consistent with, the terms and conditions of this Agreement; (c) each such sublicense shall contain and include the following provisions of this Agreement (with appropriate modifications to account for the identities of the parties to such sublicense): Sections 2.1.2 (Negative Covenant), 2.1.4 (Reversion of License Rights), 2.1.5 (Gilead-Archemix License Agreement), 6.3.3 (Effect of Challenge) and 9.2.2 (Termination for Challenge); (d) each such sublicense shall contain and include provisions substantially similar to, and consistent with, the language provided in Sections 2.1.1 (Grant of License), 3.1.2 (Diligence), 4.3.1 (Royalties), and Article 5 (Treatment of Confidential Information); (e) upon termination of this Agreement, any such sublicense shall be considered a direct license from Archemix as provided in Section 9.3 hereof; and (f) Ophthotech shall provide Archemix with a copy of each sublicense agreement within thirty (30) days of execution. If requested by a Sublicensee in connection with the negotiation of a sublicense, Archemix shall enter into a “stand-by” license agreement directly with such Sublicensee to further document the provisional license described in the foregoing clause (e); provided, that, as a condition to Archemix’s execution of any such “stand-by” license, Ophthotech shall (i) provide to Archemix, at least ten (10) days prior to the anticipated date of execution, a copy of the proposed form of such “stand-by” license and any material information reasonably necessary for Archemix to ensure that the sublicense agreement conforms to all terms and conditions of sublicensing under this Agreement and (ii) reimburse Archemix for the reasonable legal fees and expenses incurred by Archemix in connection with its review and execution of such “stand-by” license.

          2.1.4 Reversion of License Rights. Ophthotech acknowledges and agrees that each of the URC License Agreement and the Gilead-Archemix License Agreement provide that the Archemix rights in the SELEX Process or the SELEX Technology and the SELEX Portfolio may revert to Gilead or ULEHI if Archemix, its Affiliates and all assignees and sublicensees

Portions of this Exhibit were omitted and have been 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

cease to exercise reasonable efforts to develop the commercial applications of products and services utilizing the SELEX Process or the SELEX Technology. Ophthotech further acknowledges and agrees that the URC License Agreement provides that in the event of any termination of the URC License Agreement, the SELEX License granted to Ophthotech hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, Ophthotech is not then in breach of this Agreement and Ophthotech agrees to be bound to ULEHI as the licensor under the terms and conditions of this Agreement. Archemix shall inform Ophthotech of such event immediately after the Archemix rights revert to Gilead or ULEHI.

          2.1.5 Gilead-Archemix License Agreement. Ophthotech acknowledges and agrees that the Gilead-Archemix License Agreement provides that in the event of any termination of the Gilead-Archemix License Agreement, the SELEX License granted to Ophthotech hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement; provided, that, Ophthotech agrees to be bound to Gilead as the licensor under the terms and conditions of this Agreement; provided, that, if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Ophthotech, Gilead, at its option, may terminate such license.

     2.2 No Other Rights. Ophthotech is not granted any rights to use or otherwise exploit Licensed Patent Rights or Licensed Technology except as set forth in this Agreement.

     2.3 Exclusivity and Right of First Negotiation.

          2.3.1 Exclusivity. During the Term, neither Archemix nor any of its Affiliates will, alone or with a Third Party, conduct any activity, for the purpose of researching, developing or commercializing any aptamer that binds to C5 (including any Anti-C5 Aptamer) in the Field in the Territory. For purposes of clarity, the restrictions set forth in this Section 2.3.1 shall not apply to Permitted 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.

14

          2.3.2 Right of First Negotiation. Archemix shall notify Ophthotech in writing if Archemix or an Affiliate of Archemix seeks to license [***] the [***] to any[***] for [***] the [***] in the [***], for [***] the [***] and shall grant Ophthotech an option to initiate negotiation of a license under Archemix’s interest in such rights (the “Option”). Concurrently with such notice, Archemix shall supply to Ophthotech a summary of such information in Archemix’s possession concerning [***], subject to Archemix’s confidentiality obligations to Third Parties. Such Option shall be in effect for a period of [***] days from the date of notice of the [***] pursuant to this Section 2.3.2 (the “Option Period”). Ophthotech may exercise the Option by providing written notice to Archemix within the Option Period of its intent to exercise such Option, at which time the Parties shall in good faith negotiate for up to [***] days (the “Negotiation Period”) an agreement for the commercial exploitation of such rights, which agreement shall contain commercially reasonable terms and conditions. If Ophthotech does not exercise the Option during the Option Period, provides written notice that it chooses not to exercise the Option, or the Negotiation Period expires without execution of an agreement between the Parties, then (i) neither Party shall have any further obligation to enter into or continue any negotiations with respect to the subject matter of the Option, and (ii) Archemix may license such rights to a Third Party without any further obligation to Ophthotech. For purposes of clarity, no Option shall arise if the rights that Archemix seeks to license [***] of the [***] of the [***].

ARTICLE 3 DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS AND PROVISION OF MATERIALS.

     3.1 Development and Commercialization.

          3.1.1 Responsibility. From and after the Effective Date, Ophthotech shall have full control and authority over the Development and commercialization of Licensed Products in the Field in the Territory, including, without limitation, (a) all pre-clinical Development activities (including any pharmaceutical development work on formulations or process development relating to any Licensed Product), (b) all activities related to human clinical trials, (c) all activities relating to manufacture and supply of all Licensed Products (including all required process development and scale up work with respect thereto), (d) all marketing, promotion, sales, distribution, import and export activities relating to any Licensed Product, and (e) all activities relating to any regulatory filings, registrations, applications and Regulatory Approvals relating to any of the foregoing. Ophthotech shall own all data, results and all other information arising from any such activities under this Agreement, including, without limitation, all regulatory filings, registrations, applications and Regulatory Approvals relating to Licensed Products, and all of the foregoing information, documentation and materials shall be considered Confidential Information and Technology solely owned by Ophthotech. All activities relating to Development and commercialization under this Agreement shall be undertaken at Ophthotech’s sole cost and expense, except as otherwise expressly provided in this Agreement.

          3.1.2 Diligence.

                    (a) General Diligence Obligations. Ophthotech will exercise Commercially Reasonable Efforts in Developing and commercializing at least one Licensed

Portions of this Exhibit were omitted and have been 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

Product in the Field and in undertaking investigations and actions required to obtain Regulatory Approvals necessary to market such Licensed Product in the Field in the United States, the European Union, and Japan, and in such ex-United States markets, in addition to the European Union and Japan, where Ophthotech determines, in the exercise of Commercially Reasonable Efforts, that it is commercially reasonable to do so. In the event that Ophthotech fails to use Commercially Reasonable Efforts as required hereunder, then on a Licensed Product-by-Licensed Product and country-by-country basis as to such Licensed Product in such country, Archemix may, in its sole discretion (i) terminate the licenses granted under Article 2 of this Agreement for breach under Section 9.2.3 below, or (ii) convert the licenses granted under Article 2 of this Agreement from exclusive licenses to non-exclusive licenses, in either case only as such licenses apply to such Licensed Product in such country(ies); provided that, if Ophthotech is exercising Commercially Reasonable Efforts in each Material EU Country, then Archemix may not so terminate or convert such licenses as to any country in the European Union. The foregoing provisions of this Section 3.1.2(a) shall constitute Archemix’s sole and exclusive remedies and Ophthotech’s sole and exclusive liabilities for any failure by Ophthotech to exercise Commercially Reasonable Efforts to Develop or commercialize any Licensed Product in any country or in the European Union pursuant to this Section 3.12(a). In satisfying its obligation to use Commercially Reasonable Efforts with respect to such Licensed Product, Ophthotech may engage in Development and commercialization activities in various markets in a reasonably sequenced manner, it being understood that Development and commercialization in the United States, the European Union, Japan and other markets likely will not be pursued by Ophthotech on concurrent Development and commercialization schedules.

                    (b) Specific Diligence Obligations. Without limiting the generality of the provision of Section 3.1.2 above, Ophthotech hereby agrees that it will:

                         (i) file an [***] for a Licensed Product for an [***] within [***] within [***] years of the Effective Date;

                         (ii) complete a [***] of a Licensed Product for an [***] within [***] within [***] years of the Effective Date; and

                         (iii) complete a [***] of a Licensed Product for an [***] within [***] within [***] years of the Effective Date.

                    (c) Effect of Failure to Meet Obligations. If Ophthotech fails to meet any of the milestones set forth above in Section 3.1.2(b) by the applicable deadline, but is otherwise in compliance with the provisions of Section 3.1.2(a) during the applicable diligence period specified above, then Archemix and Ophthotech will negotiate in good faith an extension of these milestone deadlines. If Ophthotech (i) fails to meet any of the milestones set forth above in Section 3.1.2(b) by such extended deadline, or (ii) fails to meet any of the milestones set forth above in Section 3.1.2(b) by the applicable deadline, and is not otherwise in compliance with the provisions of Section 3.1.2(a) during the applicable diligence period specified above, Archemix may, in its sole discretion (i) terminate the licenses granted under Article 2 of this Agreement for breach under Section 9.2.3 below or (ii) convert the licenses granted under Article 2 of this Agreement from exclusive licenses to non-exclusive licenses. The foregoing 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.

16

Section 3.1.2(c) shall constitute Archemix’s sole and exclusive remedies and Ophthotech’s sole and exclusive liabilities for any failure by Ophthotech to meet any of the milestones set forth above in Section 3.1.2(b) by the applicable deadline, as such deadline may be extended pursuant to this Section 3.1.2(c).

     3.2 Development Plan. Ophthotech shall submit to Archemix for approval, which approval will not be unreasonably withheld, conditioned or delayed, a development plan (“Development Plan”) for each Licensed Product that Ophthotech intends to Develop and commercialize in the Field, which shall include, without limitation, detailed [***] criteria (“[***]”) for each Indication and the schedule for demonstrating such [***]. Attached hereto as Exhibit B is the Development Plan, including [***] and [***] [***] criteria, prepared by Ophthotech and approved by Archemix for the Development of a Licensed Product for the treatment of one or more [***] within [***]. Amendments to the Development Plan attached hereto as Exhibit B and all subsequent Development Plans shall be submitted to Archemix for its review and approval, which shall not be unreasonably withheld, conditioned or delayed. Archemix shall provide Ophthotech with notice of its approval or rejection of any such amendment or Development Plan within [***] days of receipt. If the Parties are unable to agree on any such amendment or Development Plan, either Party may submit such dispute for resolution pursuant to the provisions of Article 10.

     3.3 Progress Reports. Ophthotech shall provide Archemix with written reports every [***] months during the Term that shall include, at 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 and to assess the progress made by Ophthotech toward meeting the diligence requirements of Section 3.1 above.

     3.4 Notice of Certain Events; Pharmacovigilance. In addition to the progress reports required pursuant to Section 3.3 above, Ophthotech shall provide Archemix with written notice within [***] days of the occurrence of (a) the [***] in each country, (b) the Completion of each [***], [***] and [***] of a Licensed Product, and the final reports thereof, (c) each milestone set forth in Section 4.4 below, (d) any Regulatory Approval in any country, and (e) any other material event other than as set forth in the foregoing clauses (a)-(d) related to the Development or commercialization of Licensed Products. Ophthotech and, to the extent Archemix Develops and/or commercializes any Licensed Product, Archemix, shall notify one another in writing of all information coming to their attention regarding Adverse Events, Serious Adverse Events and/or Unexpected Adverse Events related to, or reasonably likely to be related to, any Licensed Product, regardless of the origin of such information and, for the avoidance of doubt, including such information coming to their attention through journal publications and other media. Notifications of Serious Adverse Events and Unexpected Adverse Events shall be given contemporaneously with notifications of such Serious Adverse Events or Unexpected Adverse Events to any regulatory authority, including the FDA or any Foreign Regulatory Authority. In addition, Ophthotech shall provide Archemix with periodic (not more frequently than [***] per [***]) telephone updates as to Adverse Events, Serious Adverse Events and/or Unexpected Adverse Events related to any Licensed Product, to the extent reasonably requested by Archemix. Notifications of all other Adverse Events shall be provided [***], with the information provided in each [***] notification to be current to within [***] days prior 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.

17

date of such notification.

     3.5 Material Supply.

          3.5.1 Initial Supply. Within [***] days of the Effective Date, Archemix will make available for pickup by Ophthotech’s designated carrier, at no additional cost to Ophthotech, [***] of [***] manufactured at Sirna from GMP [***] (the “Sirna Materials”). Ophthotech shall provide Archemix with written notice when it has a GMP-compliant facility available for receipt of the Sirna Materials. Title, possession, risk of loss and all [***] costs and expenses (including the costs of Ophthotech’s designated carrier) shall [***] by [***] [***] the Sirna Materials [***] Ophthotech’s designated carrier.

          3.5.2 Additional Supply. For a period of [***] days from the Effective Date, Ophthotech shall have the right to purchase from Archemix up to [***] of the Sirna Materials, in addition to the initial [***] supply of Sirna Materials to be provided pursuant to Section 3.5.1 above, at a price of $[***].

          3.5.3 No Warranties. Ophthotech hereby agrees and acknowledges that (a) THE SIRNA MATERIALS WILL BE SUPPLIED “AS IS,” (b) ARCHEMIX MAKES NO REPRESENTATIONS, AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SIRNA MATERIALS, (c) THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE SIRNA MATERIALS WILL NOT INFRINGE ANY PATENT RIGHTS OF OTHERS, AND (d) ARCHEMIX MAKES NO WARRANTIES AS TO THE IDENTITY, PURITY or ACTIVITY OF A PARTICULAR SAMPLE.

          3.5.4 Manufacturing Documentation. On or before [***] days from the Effective Date, Archemix shall provide Ophthotech with a copy of Item 7 (entitled “Chemistry, Manufacturing & Control”) of the IND application prepared by Archemix for ARC1905 dated December 15, 2005. Upon Ophthotech’s request, Archemix shall provide Ophthotech with copies of the supporting documents or records for such Item 7. Ophthotech shall be responsible for paying all costs including, without limitation, Archemix’s FTE Costs and any external expenses incurred by Archemix, associated with the transfer of any such documents or records to Ophthotech under this Section 3.5.4; provided, that, Archemix may redact any portion of such documentation and records as it reasonably determines contains Confidential Information of a Third Party.

          3.5.5 Manufacturing. Ophthotech shall be solely responsible, at its expense, for the conduct of all chemistry, manufacture and control activities with respect to Licensed Products.

ARTICLE 4 PAYMENTS AND ROYALTIES

     4.1 Initial Fees.

          4.1.1 License Fee. In consideration for the rights granted to Ophthotech hereunder, Ophthotech hereby agrees to pay Archemix an upfront license fee in the amount 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.

18

One Million Dollars (U.S. $1,000,000) payable within thirty (30) days of the Effective Date by wire transfer of immediately available funds, which payment shall be non-refundable and non-creditable.

          4.1.2 Equity. In consideration for the rights granted to Ophthotech hereunder, Ophthotech hereby agrees to deliver to Archemix, concurrently with the closing by Ophthotech of its equity financing involving the issuance of shares of Series A Preferred Stock, $.001 par value per share (the “Series A Financing”), that number of shares of Junior Preferred Stock, $.001 par value per share (the “Shares”) as shall equal the result obtained by dividing [***] Dollars (U.S. $[***]) by the purchase price per share of the shares issued to the Series A Investors in the Series A Financing, on the terms and subject to the conditions set forth in the stock purchase agreement (the “Stock Purchase Agreement”) to be negotiated and executed by the investors in the Series A Preferred Financing (the “Series A Investors”). In connection therewith, Ophthotech acknowledges and agrees that Archemix, as a holder of Shares, shall receive all of the rights and preferences granted by Ophthotech to the Series A Investors in the Series A Financing (the “Series A Rights”); provided, that, notwithstanding anything to the contrary in this Agreement or in the Stock Purchase Agreement or in any other agreement among Ophthotech and the Series A Investors, (a) Archemix shall not be obligated, in connection with its purchase of the Shares, to provide any additional funding to Ophthotech, whether through a mandatory participation right in subsequent financings or similar obligation, in order to retain the benefit of all of the Series A Rights, (b) Archemix shall not be entitled to designate a representative to serve on Ophthotech’s board of directors or to attend board of directors meeting as an observer and (c) at any time when the Shares are outstanding, Ophthotech shall not amend, waive, alter or repeal any provision of its certificate of incorporation in a manner that adversely affects the powers, preferences or rights of the Shares without the approval of a majority of the then outstanding Shares consenting or voting separately as a class; except as otherwise stated in this clause (c) the Shares shall be voted in the same manner as the majority of shares of Series A Preferred Stock voting on any such decision on which the Shares are entitled to vote.

     4.2 Payment of Royalties; Royalty Rates; Minimum Royalties

          4.2.1 Royalty Payments.

                    (a) In consideration for the rights granted to Ophthotech hereunder, Ophthotech shall pay Archemix a royalty during the Royalty Term based on Annual Net Sales of all Licensed Products sold by Ophthotech and its Affiliates, at the following rates:

Annual Net Sales (US$)	Royalty (%)
$[***]- $[***]		[***]	%
Greater than $[***]		[***]	%

By way of example, if Annual Net Sales were equal to $[***], the royalty due would be equal $[***], which is calculated 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.

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                    (b) On a Licensed Product-by-Licensed Product and country-by-country basis, the royalty rate applicable to Net Sales of a Licensed Product made in any country during any portion of the Royalty Term outside of the Legal Exclusivity Period for such Licensed Product in such country shall be reduced to [***] percent ([***]%) of the royalty rates otherwise applicable to such Net Sales under Section 4.2.1(a).

          4.2.2 Competitive Generic Licensed Product. In the event that one or more Third Parties sells a Generic Product (as defined below) in a country in which a Licensed Product is then being sold, then during any Calendar Quarter in which sales of Generic Products by all such Third Parties are equal to at least [***] percent ([***]%) of Ophthotech’s volume-based market share of the Licensed Product in such country (as measured by prescriptions or other similar information available in such country), the applicable payments in effect with respect to such Licensed Product in such country as specified in Sections 4.2.1 and/or 4.3.1 shall be reduced to [***] percent ([***]%) of the rates otherwise applicable under Sections 4.2.1(a) and/or 4.3.1(a). Notwithstanding the foregoing, the royalty rate reductions specified in the foregoing sentence shall cease, and the otherwise applicable royalty rates shall be reinstated, on the first day of the Calendar Quarter immediately following the Calendar Quarter in which sales of such Generic Products account for less than [***] percent ([***]%) of Ophthotech’s volume-based market share in such country. For purposes of this Section 4.2.2, a “Generic Product” means a pharmaceutical product that is a “pharmaceutical equivalent” or “pharmaceutical alternative” (as those terms are used in the Approved Drug Products with Therapeutic Equivalence Evaluations (a.k.a. the Orange Book) published by the FDA Center for Drug Evaluation and Research or any successor publication) with respect to the Licensed Product.

          4.2.3 Third Party License Fee Offset. In the event that in any Royalty Term, Ophthotech, in order to exploit the license granted to it under Section 2.1 of this Agreement in any country, actually makes royalty, milestone or other license fee payments to one or more Third Parties (“Third Party Payments”) as consideration for a license to Patent Rights, in settlement of litigation or arbitration regarding the infringement of such Patent Rights, or in satisfaction of a litigation or arbitration judgment or award for infringement of such Patent Rights, that cover the use, offer for sale, sale or importation in such country of the Anti-C5 Aptamer portion of the Licensed Product or that cover the [***] of ARC 1905 (as set forth in Schedule 1) or the use of such [***] in the manufacture of ARC 1905, then Ophthotech shall have the right to reduce the royalty payments otherwise due to Archemix pursuant to Sections 4.2.1 and 4.3.1 for such Licensed Product by [***] percent ([***]%) of such Third Party Payments. Notwithstanding the foregoing provisions of this Section 4.2.3, in no event will the royalties due for any Licensed Product in any country be reduced to less than [***] percent ([***]%) of the royalties otherwise payable pursuant to Section 4.2.1 and 4.3.1; provided that if in any Calendar Quarter this sentence prevents Ophthotech from reducing any royalty payment by the full amount of the reduction to which Ophthotech is otherwise entitled under this Section 4.2.3, Ophthotech shall be entitled to carry forward any amount that it was prevented from deducting in such Calendar Quarter for deduction in the [***] Calendar Quarter. Notwithstanding the foregoing, Ophthotech shall be solely responsible for, and the royalties payable to Archemix pursuant to Section 4.2.1 and Section 4.3.1 shall not be reduced by, the amounts set forth on Schedule 3, which Ophthotech shall pay (subject to, in the case of milestone payments, the achievement of corresponding milestones and, in the case of royalties,

Portions of this Exhibit were omitted and have been 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 occurrence of applicable net sales) in consideration of a sublicense, under Archemix’s license from [***] (“[***]”), with respect to Patent Rights owned or Controlled by [***] and licensed to Archemix, to be granted by Archemix to Ophthotech. For purposes of clarity, Ophthotech shall be obliged to accept such a sublicense under Patent Rights owned or Controlled by [***], and Ophthotech and Archemix shall enter into an agreement granting Ophthotech such sublicense promptly after the Effective Date.

          4.2.4 Maximum Offset. Notwithstanding the provisions of the foregoing Sections 4.2.1(b), 4.2.2 and 4.2.3, in no event will the royalties due for any Licensed Product in any country be reduced to less than [***] percent ([***]%) of the rates specified in Sections 4.2.1(a) or 4.3.1(a).

     4.3 Sublicense Royalties; Sublicense Income.

          4.3.1 Royalties.

                    (a) In consideration for the rights granted to Ophthotech hereunder, Ophthotech shall pay Archemix a royalty during the Royalty Term equal to [***] percent ([***]%) of Net Sales of all Licensed Products sold by Sublicensees.

                    (b) On a Licensed Product-by-Licensed Product and country-by-country basis, the royalty rate applicable to Net Sales of a Licensed Product sold by a Sublicensee made during any portion of the Royalty Term outside of the Legal Exclusivity Period for such Licensed Product in such country shall be reduced to [***] percent ([***]%) of the royalty rate otherwise applicable to such Net Sales under Section 4.3.1(a).

          4.3.2 Non-Royalty Income. Subject to the crediting of milestone payments made by Opthotech permitted under clause (a) of Section 4.4.2, in consideration for the rights granted to Ophthotech hereunder, during the Non-Royalty Term, Ophthotech shall pay Archemix an amount equal to [***] percent ([***]%) of all Sublicense Income (“Sublicense Income Payments”); provided, that, on a Licensed Product-by-Licensed Product and country-by-country basis, such obligation shall continue after the end of the applicable Royalty Term unless Ophthotech is able to reasonably demonstrate to Archemix in writing that such Sublicense Income was paid to Ophthotech solely in consideration for sublicenses under Technology and/or Patent Rights other than the Licensed Technology and/or the Licensed Patent Rights.

     4.4 Milestone Payments.

          4.4.1 Payment. In consideration for the rights granted to Ophthotech and/or its Sublicensees hereunder, Ophthotech, shall make the following payments to Archemix on a Licensed Product-by Licensed Product basis within [***] ([***]) days of the initial occurrence of each of the following events by Ophthotech, its Affiliates and/or its Sublicensees:

          4.4.2 Regulatory Milestones:

Portions of this Exhibit were omitted and have been 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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	Payment
Event	(US$)
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]

The foregoing milestone payment obligations under this Section 4.4.2 shall be subject to the following: (a) [***] milestone payments paid by Ophthotech under this Section 4.4.2 as a result of the achievement of a milestone event by any Sublicensee of Ophthotech shall be [***] by Ophthotech against any Sublicense Income Payments payable by Ophthotech pursuant to Section 4.3.2 with respect to such Sublicensee and (b) if a Licensed Product that was being Developed for a [***] Indication fails such that Ophthotech and its Affiliates cease further Development of such Licensed Product for such Indication, then, to the extent that Ophthotech Develops such Licensed Product for [***] Indication, (i) that [***] Indication shall be deemed to be [***] Indication solely for purposes of determining the applicable milestones set forth in Section 4.4.2 and (ii) [***] milestone payments previously paid by Ophthotech for such Licensed Product for such [***] Indication shall be [***] if such milestone events are achieved for such Licensed Product for [***] Indication but [***] milestone payments for [***] milestone events shall be due and payable by Ophthotech.

          4.4.3 Sales Milestones. In addition to the milestone payments contemplated by Section 4.4.2 above, Ophthotech shall make each of the following one-time payments during 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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Royalty Term to Archemix within [***] days after the first occurrence of the corresponding milestone event for Annual Net Sales of all Licensed Product for all Indications sold by Ophthotech, its Affiliates or Sublicensees, in the aggregate in any Calendar Year:

	Milestone Payment
Milestone Event (US$)	(US$)
Annual Net Sales greater than $[***]	$	[***]
Annual Net Sales greater than $[***]	$	[***]

For purposes of determining when sales milestones are achieved under this Section 4.4.3, Net Sales shall be calculated each Calendar Quarter in the currency in which such Net Sales were achieved by Ophthotech, its Affiliates or Sublicensees and will be translated quarterly into United States dollars in accordance with Section 4.5.3 hereof. Each Calendar Quarter’s calculated Net Sales in United States dollars will then be added to cumulative Net Sales total for all previous Calendar Quarter(s) during such Calendar Year. When such a sales milestone has been achieved will be determined as of the last day of each Calendar Quarter, and payment of sales milestone payments will be made within [***] calendar days following such date. For the avoidance of doubt, the maximum aggregate amount payable by Ophthotech to Archemix pursuant to this Section 4.4.3 shall be $[***]. If the aggregate Annual Net Sales of all Licensed Products as set forth above exceeds, for the first time, both the $[***] and the $[***] milestones in a single Calendar Year, both milestone payments shall be due (i.e., a total payment of $[***] shall be due).

          4.4.4 Skipped Milestones. If at the time any given milestone payment set forth in Section 4.4.2 is due, one or more preceding milestone payments for logically antecedent milestones have not been paid, then such unpaid antecedent milestone payments shall be paid at such time as well. For example, if at the time a [***] milestone payment is due for [***] Indication, a [***] milestone payment has not been paid for [***] Indication, then such [***] milestone payment shall be paid at such time as well.

          4.4.5 Determination that Payments are Due. In the event that Archemix reasonably believes any milestone payment is due pursuant to Section 4.4.1 or 4.4.3 in spite of not having received notice from Ophthotech, it shall so notify Ophthotech and shall provide to Ophthotech the data and information supporting its belief that the conditions for payment have been achieved. If Ophthotech does not acknowledge that such milestone payment is due within [***] days of receipt of the data and information from Archemix, then either Party may submit such dispute for resolution pursuant to the provisions of Section 10.2.2 by providing written notice to the other Party.

     4.5 Payment Terms.

          4.5.1 Payment of Royalties, Milestones and Sublicense Income Payments. Unless otherwise expressly provided, Ophthotech shall make any milestone, license, royalty payments and Sublicense Income Payments owed to Archemix hereunder in arrears, within [***] days from the end of the Calendar Quarter in which such payment accrues. For purposes of determining when a sale of any Licensed Product occurs under this Agreement, the sale 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.

23

be deemed to occur in accordance with generally accepted accounting principles. Each royalty payment shall be accompanied by a report for each country in the Territory in which sales of Licensed Products occurred in the Calendar Quarter covered by such statement, specifying: (v) the gross sales (if available) and Net Sales in each country’s currency; (w) the applicable royalty rate under this Agreement; (x) an accounting of deductions taken in the calculation of Net Sales made in the United States and in any other country in which such accounting is reasonably available; (y) the applicable exchange rate to convert from each currency other than United States dollars to United States dollars under this Section 4.5; and (z) the royalties payable in United States dollars. Each Sublicense Income Payment shall be accompanied by a report specifying: (x) the aggregate amount of all payments received by Ophthotech or its Affiliates from sublicenses granted hereunder; (y) all exclusions of such payment amounts from Sublicense Income made pursuant to Section 1.60; and (z) the Sublicense Income Payments payable in United States dollars.

          4.5.2 Overdue Payments. Subject to the other terms of this Agreement, any payments not paid within the time period set forth in this Article 4 shall bear interest at a rate of [***] percent ([***]%) per month from the due date until paid in full; provided, that, in no event shall said annual rate exceed the maximum interest rate permitted by law in regard to such payments. Any such overdue payment shall, when made, be accompanied by, and credited first to, all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of Archemix to any other remedy, legal or equitable, to which it may be entitled because of the delinquency of the payment.

          4.5.3 Accounting. All references to “dollars” or “$” herein mean United States dollars. All payments hereunder shall be made in the United States in United States dollars. Conversion of foreign currency to United States dollars shall be made at the conversion rate existing in the United States (as reported in The Wall Street Journal) on the last business day of the applicable Calendar Quarter. If The Wall Street Journal ceases to be published or if the Parties agree otherwise, then the rate of exchange to be used shall be that reported in such other business publication of national circulation in the United States as the Parties reasonably agree.

          4.5.4 Withholding Taxes; Restrictions on Payment. All payments hereunder shall be made free and clear of any taxes, duties, levies, fees or charges, except for withholding taxes (to the extent applicable). Ophthotech shall make any applicable withholding payments due on behalf of Archemix and shall provide Archemix upon request with such written documentation regarding any such payment available to Ophthotech relating to an application by Archemix for a foreign tax credit for such payment with the United States Internal Revenue Service.

Portions of this Exhibit were omitted and have been 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

          4.5.5 Blocked Payments. In the event that, by reason of applicable laws or regulations in any country, it becomes impossible or illegal for Ophthotech or its Affiliates or Sublicensees, to transfer, or have transferred on its behalf, royalties or other payments to Archemix, such royalties or other payments shall be deposited in local currency in the relevant country to the credit of Archemix in a recognized banking institution designated by Archemix or, if none is designated by Archemix within a period of [***] days, in a recognized banking institution selected by Ophthotech or its Affiliate or Sublicensee, as the case may be, and identified in a notice in writing given to Archemix.

     4.6 Records Retention; Review.

          4.6.1 Records; Audit. Ophthotech and its Affiliates and Sublicensees shall keep and maintain for [***] years from the date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate records of gross sales, Net Sales, and Sublicense Income received by Ophthotech and its Affiliates and Sublicensees of each Licensed 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 Ophthotech to audit the relevant records of Ophthotech and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ophthotech 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 payments hereunder were correctly determined. Such audit right shall not be exercised by Archemix more than once in any Calendar Year or more than once with respect to sales of a particular Licensed Product in a particular period. All records made available for audit shall be deemed to be Confidential Information of Ophthotech or its Affiliates or Sublicensees, as applicable. In the event there was an underpayment by Ophthotech hereunder, Ophthotech shall promptly (but in any event no later than [***] days after such shortfall is finally determined) make payment to Archemix of any shortfall. Archemix shall bear the full cost of such audit unless such audit discloses an underreporting by Ophthotech of more than [***] percent ([***]%) of the aggregate amount of royalties or Sublicense Income Payments payable in any Calendar Year, in which case Ophthotech shall reimburse Archemix for all costs incurred by Archemix in connection with such audit. If either Party disputes the results of any such audit, then it may submit such matter for resolution pursuant to Section 10.2.2; provided that the Party not prevailing in such arbitration shall reimburse the other Party for [***] percent ([***]%) of the costs and expenses (including attorneys’ fees) incurred by such other Party in connection with the conduct of such arbitration (including without limitation the Expert’s fees and any administrative fees of such arbitration).

Portions of this Exhibit were omitted and have been 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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          4.6.2 Other Parties. Ophthotech shall include in any agreement with its Affiliates or Sublicensees terms requiring such party to retain records as required in this Section 4.6 and to permit Archemix to audit such records as required by this Section 4.6.

ARTICLE 5 TREATMENT OF CONFIDENTIAL INFORMATION

     5.1 Confidentiality Obligations. Archemix and Ophthotech each recognizes that the other Party’s Confidential Information constitutes highly valuable assets of such other Party. Archemix and Ophthotech each agrees that, subject to the remainder of this Article 5, it will not disclose, and will cause its Affiliates and sublicensees not to disclose, any Confidential Information of the other Party and it will not use, and will cause its Affiliates and sublicensees not to use, any Confidential Information of the other Party except as expressly permitted hereunder; provided, that, such obligations shall apply during the Term and for an additional [***] years thereafter.

     5.2 Limited Disclosure and Use. Archemix and Ophthotech each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor, Affiliate or Sublicensee 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 5.3. In addition, Archemix and Ophthotech 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) collaboration with an Archemix Collaborative Partner, subject to written obligations of confidentiality substantially similar to those of Archemix hereunder, (iii) debt or equity financing of such other Party or (iv) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction and (c) 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 as required by Applicable Laws; provided, that, in the case of any such disclosure, 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.

     5.3 Employees and Consultants. Ophthotech and Archemix each hereby represent that all of its employees, consultants and contractors, and all of the employees, consultants and contractors of its Affiliates and sublicensees (including, without limitation, Sublicensees), who have access to Confidential Information of the other Party are or will, prior to their participation or access, be bound by written obligations to maintain such Confidential Information in confidence and not to use such information except as expressly permitted hereunder. Each Party agrees to use, and to cause its Affiliates and sublicensees (including, without limitation, Sublicensees) to use, reasonable efforts to enforce such obligations.

     5.4 Publicity. The Parties acknowledge and agree that (a) the terms 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.

26

Agreement constitute Confidential Information of each Party and may only be disclosed (i) as permitted by Section 5.2, (ii) to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, licensees and potential licensees, acquirers or merger partners and potential acquirers or merger partners, and (iii) or in the case of Archemix, Gilead and University License Equity Holdings, Inc.; and (b) 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 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 5.1, except as required by Applicable Laws, neither Party shall issue a press or news release or make any similar public announcement related to this Agreement without the prior written consent of the other Party; provided, that, notwithstanding the foregoing, (w) the Parties shall issue a press release in a mutually agreed form as soon as practicable after the Effective Date, (x) Ophthotech, its Affiliates and Sublicensees shall be expressly permitted to publicly announce at any time the status of their Development and commercialization activities relating to Licensed Products; provided, that, prior to the filing of an application for Regulatory Approval for a Licensed Product, Ophthotech has given [***] days’ written notice to Archemix of any such announcement relating to such Licensed Product and, after the filing of an application for Regulatory Approval for a Licensed Product, Ophthotech has given advance notice to Archemix of any such announcement relating to such Licensed Product that contains significant (i.e., label amendments for new safety or efficacy data; Dear Doctor Letters, medical product safety alerts; Class I, II, or III product recalls; market withdrawals; or public health advisories ) regulatory information about such Licensed Product not previously publicly disclosed, (y) Archemix may publicly announce the occurrence of any milestone event described in Section 4.4 upon [***] days’ prior written notice to Ophthotech, and (z) either Party shall be entitled to include in press and news releases and other public announcements information related to this Agreement that has previously been publicly announced in accordance with this Section 5.4.

ARTICLE 6 INTELLECTUAL PROPERTY RIGHTS AND PROVISIONS CONCERNING THE FILING, PROSECUTION, MAINTENANCE AND ENFORCEMENT OF PATENT RIGHTS

     6.1 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 Licensed Technology and Licensed Patent Rights.

     6.2 Licensed Patent Rights. Archemix, acting through patent counsel or agents of its choice, shall be solely responsible for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights; provided, that, Ophthotech will reimburse Archemix for all of its out-of-pocket and attorneys fees, expenses, official fees and all other charges accumulated on or after the Effective Date incident to the preparation, filing, prosecution and maintenance of the Anti-C5 Aptamer-Specific Patent Rights, including any interference or opposition proceedings, in the jurisdictions set forth on Exhibit C (each, a “Mandatory Jurisdiction”) and in any other jurisdictions mutually agreed by the Parties in advance (each, an “Optional Jurisdiction”), 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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agreement not to be unreasonably withheld, conditioned or delayed (collectively, “Licensed Patent Right Fees”), within [***] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for Licensed Patent Right Fees; provided further, that, Ophthotech may elect not to pay such amounts with respect to (a) any particular Anti-C5 Aptamer-Specific Patent Rights in any Optional Jurisdiction upon [***] days prior written notice to Archemix and (b) any particular Anti-C5 Aptamer-Specific Patent Rights in any Mandatory Jurisdiction that are not listed on Exhibit A as of the Effective Date (subject to the next sentence of this Section 6.2) upon [***] days prior written notice to Archemix, in which event such Anti-C5 Aptamer-Specific Patent Rights shall thereafter be excluded from the Licensed Patent Rights. For purposes of clarity, the Anti-C5 Aptamer-Specific Patent Rights listed on Exhibit A as of the Effective Date shall be deemed to include, for purposes of the immediately preceding sentence of this Section 6.2, the Patent Rights listed on Exhibit A attached hereto and all divisionals, nationalization filings, continuations (excluding continuations-in-part) thereof, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, and all foreign equivalents of any of the foregoing filed with respect to such Patent Rights during the Term, in each case in any Mandatory Jurisdiction. In the event that Archemix determines not to file or to abandon any of the Anti-C5 Aptamer Specific Patent Rights, Archemix shall notify Ophthotech sufficiently in advance so that Ophthotech can, without any loss of rights, and Ophthotech shall have the right to file, prosecute and maintain such Patent Rights in Archemix’ name at Ophthotech’s expense. Archemix shall provide Ophthotech with a reasonable opportunity to review and comment in advance on all filings and correspondence with patent offices regarding such Anti-C5 Aptamer-Specific Patent Rights and shall consider in good faith any comments thereon that Ophthotech provides. Notwithstanding the foregoing, to the extent Anti-C5 Aptamer-Specific Patent Rights are licensed to Third Parties for use outside the Field in accordance with this Agreement and such Third Parties are obligated to reimburse Archemix for Licensed Patent Right Fees, the Parties will negotiate in good faith a proportional reduction of Ophthotech’s obligation for Licensed Patent Right Fees hereunder.

     6.3 Infringement.

          6.3.1 Notice. In the event during the Term that either Party becomes aware of (i) any possible infringement of any Licensed 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 Anti-C5 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”).

          6.3.2 Infringement Action. Ophthotech shall have the first right, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened Infringement of the Anti-C5 Aptamer-Specific Patent Rights in the Field. Ophthotech shall determine whether to exercise such first right in its discretion, which discretion Ophthotech shall exercise in a manner consistent with Ophthotech’s obligations under Section 3.1.2(a). Archemix shall have the right, at its own expense, to be represented in any such action by Ophthotech by counsel of Archemix’s own choice; provided, that, under no circumstances shall the foregoing affect the right of Ophthotech to control the suit as described in the first sentence of this Section 6.3.2. If Ophthotech does not file any action 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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proceeding against any such Infringement within [***] months after the later of (i) Ophthotech’s notice to Archemix under Section 6.3.1 above, (ii) Archemix’s notice to Ophthotech under Section 6.3.1 above or (iii) a written request from Archemix to take action with respect to such infringement, then Archemix shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against such actual, alleged or threatened infringement, with legal counsel of its own choice. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken under this Section 6.3.2, shall be applied as follows:

               (a) first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and

               (b) second, [***] percent ([***]%) of any remaining amount shall be retained by the Party bringing such suit or proceeding or taking such other legal action and [***] percent ([***]%) shall be paid to the other Party.

          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; provided, 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. Notwithstanding the foregoing, if Ophthotech declines to bring any such action or proceeding hereunder, Ophthotech may decline to be joined as a party plaintiff or to assist Archemix in any such action or proceeding if Ophthotech reasonably determines that being joined to or assisting in such action or proceeding presents a significant risk of liability under applicable antitrust laws.

          6.3.3 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 Ophthotech, its Affiliates and/or Sublicensees (a) determines to initiate a Challenge or Ophthotech, its Affiliates and/or Sublicensees determines to assist a Third Party in initiating a Challenge, Ophthotech will provide written notice to Archemix at least [***] days prior thereto, which notice will include an identification of all prior art it believes invalidates any claim of the Licensed Patent Rights; and (b) initiates a Challenge or assists a Third Party in initiating a Challenge, (i) the exclusive licenses granted by Archemix to Ophthotech hereunder shall, at the option of the Archemix and upon written notice to Ophthotech, be converted into non-exclusive licenses as of the date of such notice, (ii) should the outcome of such Challenge determine that any claim of the Licensed Patent Rights that is the subject of the Challenge is valid or enforceable, the royalty rates set forth in Sections 4.2 and 4.3 shall be increased by [***] percentage points (e.g., a royalty rate of [***] percent ([***]%) shall be increased to [***] percent ([***]%)) and (iii) should the outcome of any Challenge determine no claim of the Licensed Patent Rights Challenged by Ophthotech, its Affiliates and/or Sublicensees is valid or enforceable, Ophthotech, its Affiliates and/or Sublicensees shall continue to pay royalties based on Net Sales of Licensed Products sold

Portions of this Exhibit were omitted and have been 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

in the Territory at the rate of [***] percent ([***]%) until the last day of the Royalty Term for such Licensed Product notwithstanding such determination. For the avoidance of doubt, a Challenge shall not constitute a breach of this Agreement.

ARTICLE 7  REPRESENTATIONS AND WARRANTIES; COVENANT REGARDING THIRD PARTY AGREEMENTS

     7.1 Mutual Representations and Warranties. Archemix and Ophthotech each represents and warrants to the other, as of the Effective Date, as follows:

          7.1.1 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.

          7.1.2 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.

          7.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions.

          7.1.4 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.

     7.2 Acknowledgment of Ophthotech. Ophthotech acknowledges that the licenses granted to Ophthotech hereunder are subject to certain limitations and restrictions set forth in the Archemix-Gilead License Agreement as provided by Archemix to Ophthotech prior to the Effective Date and agrees that Ophthotech shall comply with such limitations and restrictions.

     7.3 Additional Representations and Warranties.

          7.3.1 Archemix represents and warrants to Ophthotech that Archemix has the right to grant the license granted to Ophthotech on the terms set forth herein;

          7.3.2 Archemix represents and warrants to Ophthotech that, except as previously disclosed to Ophthotech, as of the Effective Date and with no further duty to update (except as otherwise stated):

               (a) to its Knowledge, there is no litigation pending or threatened that alleges that (i) the practice of the SELEX Process and/or the use of SELEX Technology as contemplated by this Agreement infringes the Patent Rights of any Third Party, or (ii) 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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Licensed Patent Rights are invalid or unenforceable; or (iii) the use of the Licensed Patent Rights or Licensed Technology as contemplated by this Agreement infringes the Patent Rights of any Third Party; and

               (b) the Archemix-Gilead License Agreement, as heretofore delivered by Archemix to Ophthotech, represents the complete agreement and understanding between Gilead Sciences, Inc. and Archemix relating to the Licensed Patent Rights which are the subject of the Archemix-Gilead License Agreement; the Archemix-Gilead License Agreement has not been modified, supplemented or amended, other than by amendments thereto provided to Ophthotech prior to the Effective Date; the Archemix-Gilead License Agreement is in full force and effect, all payments to date required to be made thereunder by Archemix have been made, and Archemix is in compliance in all material respects with its obligations thereunder.

     7.4 Archemix Covenants Regarding Archemix-Gilead Agreement. Archemix hereby covenants to promptly notify Ophthotech upon receipt by Archemix or its Affiliates of any notice from Gilead Sciences, Inc. of such party’s intent to terminate Archemix’s rights under the Archemix-Gilead License Agreement or otherwise take any action that would adversely affect Ophthotech’s rights under this Agreement.

ARTICLE 8 INDEMNIFICATION AND INSURANCE

     8.1 Indemnification of Archemix by Ophthotech. Ophthotech 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 liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Archemix Indemnitees, or any one of them, as a direct result of Third Party claims, suits, actions or demands (collectively, the “Claims”) arising out of (a) the research, development, testing, production, manufacture, supply, promotion, import, sale or use by any Person of any Licensed Product (or any component thereof) manufactured or sold by Ophthotech or any of its Affiliates or Sublicensees or (b) the gross negligence or willful misconduct of Ophthotech or any of its Affiliates or Sublicensees; provided, that, Ophthotech shall have no obligation to indemnify any Archemix Indemnitee for any Claim arising out of the gross negligence or willful misconduct of Archemix or any of its Affiliates.

     8.2 Conditions to Indemnification. An Archemix Indemnitee seeking recovery under this Article 8 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to Ophthotech and provided that Ophthotech is not contesting its obligation under this Article 8, shall permit Ophthotech to control any litigation relating to such Claim and the disposition of such Claim (including without limitation any settlement thereof); provided, that, Ophthotech shall 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, unless such settlement includes a full release of the Indemnified Party, in which case Ophthotech may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. Each Indemnified Party shall cooperate with Ophthotech in its defense of any such Claim in all reasonable respects and shall have the right to be present in person 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.

31

through counsel at all legal proceedings with respect to such Claim.

     8.3 Indemnification of Gilead and UTC by Ophthotech. If and solely to the extent, legally required by the Archemix-Gilead License Agreement, Ophthotech 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 Ophthotech or its Affiliates or Sublicensees of (a) any Aptamers or Licensed Products, or (b) any other products, services or activities developed by Ophthotech relating to the Licensed Patent Rights, including any Licensed Products or Aptamers.

     8.4 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 NONINFRINGEMENT. NEITHER PARTY MAKES ANY WARRANTIES AS TO THE VALIDITY OR ENFORCEABILITY OF THE PATENT RIGHTS LICENSED BY SUCH PARTY TO THE OTHER PARTY.

     8.5 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. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 8.5 SHALL LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER WITH RESPECT TO THIRD PARTY CLAIMS.

     8.6 Insurance. Ophthotech will, at Ophthotech’s expense, obtain and maintain in full force and effect insurance with respect to the Development and commercialization of Licensed Products in such amount as U.S.-based biopharmaceutical companies customarily maintain with respect to the research, development and commercialization of similar products. Such insurance policy or policies shall name Archemix as an additional named insured, shall be non-cancelable except upon [***] days prior written notice to Archemix, and shall provide that as to any loss covered thereby and also by any policies obtained by Archemix itself, Ophthotech’s policies shall provide primary coverage for Archemix and Archemix’ policies shall be considered excess coverage for Archemix. Ophthotech will forthwith after the obtaining of such insurance required by this Section 8.6, obtain and deliver to Archemix certificates of and copies of, and at all times thereafter deliver without further demand replacement certificates and copies of, all such insurance policies that are in force and effect. Ophthotech’s obligation under this Section 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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may be delegated by Ophthotech to a Third Party collaborator of Ophthotech with Archemix’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, that, (i) such Third Party collaborator has worldwide annual revenue of at least [***] dollars ($[***]), (ii) such Third Party collaborator maintains either insurance policy(-ies) or a program of self-insurance in such amount as U.S.-based biopharmaceutical companies customarily maintain with respect to the research, development and commercialization of similar products and, if such Third Party collaborator maintains insurance policy(-ies), the insurance policy(-ies) maintained by such Third Party collaborator names Archemix and Ophthotech as additional insureds, (iii) such insurance policy or self-insurance covers (or, if there is more than one such policy, collectively covers) all Licensed Products Developed and/or commercialized by Ophthotech and (iv) in the case of such a self-insurance program, Ophthotech notifies Archemix that such Third Party collaborator has represented the existence of such self-insurance program to Ophthotech, that is consistent with the requirements of this Section 8.6. Any such delegation by Ophthotech to a Third Party collaborator shall not relieve Ophthotech of its obligations under Sections 8.1 and 8.3.

ARTICLE 9 TERM AND TERMINATION

     9.1 Term; Expiration. The term (“Term”) of this Agreement shall commence on the Effective Date and continue, unless earlier terminated as provided herein, until such time as all Royalty Terms and Non-Royalty Terms for all Licensed Products have ended. Upon expiration (but not upon termination prior to the expiration) of the Royalty Term and Non-Royalty Term applicable to a Licensed Product in a country, Ophthotech’s rights and licenses hereunder with respect to such Licensed Product in such country shall become fully paid-up, non-royalty bearing, perpetual rights and licenses.

     9.2 Termination.

          9.2.1 Unilateral Right to Terminate. Ophthotech shall have the right to terminate this Agreement, for any reason, upon (a) at least ninety (90) days’ prior written notice to Archemix, such notice to state the date at least ninety (90) days following the date of receipt of such notice by Archemix upon which termination is to be effective, and (b) the payment by Ophthotech of all amounts due to Archemix through such termination effective date.

          9.2.2 Termination for Challenge. In the event Ophthotech, its Affiliates and/or Sublicensees initiates a Challenge or assists a Third Party in initiating a Challenge, Archemix shall have the right to terminate this Agreement, effective immediately upon written notice to Ophthotech.

          9.2.3 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, if curable, remains uncured for [***] 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.

Portions of this Exhibit were omitted and have been 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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          9.2.4 Termination for Insolvency. Each Party shall give the other Party reasonable prior notice of the filing with respect to itself of any voluntary petition, and prompt notice of the filing with respect to itself of any involuntary petition, under any bankruptcy laws. In the event that either Party: (a) files for protection under bankruptcy laws; (b) makes an assignment of all or substantially all of its assets for the benefit of creditors; (c) appoints or suffers appointment of a receiver or trustee over all or substantially all of its assets; and (d) files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within [***] days of the filing thereof, then the other Party may terminate this Agreement effective immediately upon written notice to such Party. 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.

          9.3 Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 9, the following provisions shall apply:

          9.3.1 If this Agreement is terminated by Ophthotech pursuant to Section 9.2.1 or by Archemix pursuant to Sections 9.2.2, 9.2.3 or 9.2.4:

               (a) all licenses granted by Archemix to Ophthotech shall immediately terminate;

               (b) Ophthotech shall promptly return all Confidential Information of Archemix; provided, that Ophthotech may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and

               (c) each Sublicensee of Ophthotech shall be considered a direct licensee of Archemix; provided, that, (i) such Sublicensee is then in material compliance with all terms and conditions of its sublicense, (ii) all accrued payments obligations of such Sublicensee to Archemix have been paid, and (iii) such Sublicensee agrees in writing to remain in compliance with all terms and conditions of the sublicense (subject to any notice and cure period provisions contained in any such sublicense agreement with such Sublicensee).

          9.3.2 If this Agreement is terminated by Ophthotech pursuant to Sections 9.2.3 or 9.2.4, all licenses granted by Archemix to Ophthotech shall survive subject to Ophthotech’s continued payment of all royalties, milestones, Sublicense Income and other payments pursuant to Article 4; and Ophthotech shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ophthotech may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

     9.4 Remedies. Except as otherwise expressly set forth in this Agreement, the termination provisions of this Article 9 are in addition to any other relief and remedies available to either Party at law.

     9.5 Surviving Provisions. Notwithstanding any provision herein to the contrary, the rights and obligations of the Parties set forth in Articles 5 and 8 and Sections 4.6 and 9.1, as well

Portions of this Exhibit were omitted and have been 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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as any rights or obligations otherwise accrued hereunder (including any accrued payment obligations), shall survive the expiration or termination of the Term.

ARTICLE 10 DISPUTES

     10.1 Negotiation. The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the Term that relates to either Party’s rights and/or obligations hereunder. In the event of the occurrence of such a dispute, either Party may, by written notice to the other Party, have such dispute referred to their respective senior officials designated below or their successors or designees, for attempted resolution by good faith negotiations within [***] days after such notice is received. Said designated senior officials are as follows:

     For Ophthotech: [***]

     For Archemix: [***]

In the event the designated senior officials or their successors or designees are not able to resolve such dispute within the [***] day period, either Party may invoke the provisions of Section 10.2.

     10.2 Arbitration.

          10.2.1 Full Arbitration. Subject to Section 10.1, any dispute, controversy or claim initiated by either Party arising out of, resulting from or relating to this Agreement or the performance by either Party of its obligations under this Agreement (other than bona fide Third Party actions or proceedings filed or instituted in an action or proceeding by a Third Party against a Party (a “Dispute”)), whether before or after termination of this Agreement, shall be finally resolved by binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. Any such arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) by a panel of three arbitrators appointed in accordance with such rules. Any such arbitration shall be held in Boston, Massachusetts. The method and manner of discovery in any such arbitration proceeding shall be governed by the laws of the Commonwealth of Massachusetts. The arbitrator shall have the authority to grant injunctions and/or specific performance and to allocate between the Parties the costs of arbitration in such equitable manner as they determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, pending the selection of the arbitrator hereunder or pending the arbitrators’ determination of any dispute, controversy or claim 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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          10.2.2 Accelerated Arbitration. Disputes submitted to arbitration by a Party under Section 10.2.1 relating to a matter set forth in Section 1.43(z), 1.60(b), 4.4.5 or 4.6.1, 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 [***] business days after submission to arbitration, then either or both Parties shall immediately request that the AAA 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 [***]) 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 [***] 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 [***] 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.

ARTICLE 11 MISCELLANEOUS

     11.1 Notification. All notices, requests 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 facsimile transmission, (iii) sent by private courier service providing evidence of receipt or (iv) sent by registered or certified mail, return receipt requested, postage prepaid. The addresses and other contact information for the parties are as follows:

If to Ophthotech:	If to Archemix:
Ophthotech Corporation	Archemix Corp.
c/o SV Life Sciences	300 Third Street
60 State Street, Ste. 3650	Cambridge, MA 02142
Boston, MA 02109	Tel: (617) 621-7700
Tel: (617) 367-8100	Fax: (617) 621-9300
Fax: (617) 367-1590	Attention: Chief Executive Officer
Attention: President	Attention: Legal Department
With a copy to:	With a copy to:
Wilmer Cutler Pickering Hale and Dorr LLP	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
60 State Street	One Financial Center
Boston, Massachusetts 02109	Boston, Massachusetts 02111

Portions of this Exhibit were omitted and have been 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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Attention: David E. Redlick, Esq.	Attention: John J. Cheney, Esq.
Tel: (617) 526-6000	Tel: (617) 542-6000
Fax: (617) 526-5000	Fax: (617) 542-2241

     All notices, requests 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 facsimile transmission, at the time that confirmation of receipt thereof has been received by the Party delivering such notice, (iii) if sent by private courier, on the day such notice is delivered to the recipient or (iv) if sent by registered or certified mail, on the fifth (5^th) business day following the day such mailing is made.

     11.2 Governing Law. This Agreement will be construed, interpreted and applied in accordance with the laws of the Commonwealth of Massachusetts (excluding its body of law controlling conflicts of law).

     11.3 Limitations. Except as expressly set forth in this Agreement, neither Party grants to the other Party any right or license to any of its intellectual property.

     11.4 Entire Agreement. This is the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations, understandings and agreements between the Parties with respect to the subject matter hereof. No modification or amendment shall be effective unless in writing with specific reference to this Agreement and signed by the Parties.

     11.5 Waiver. The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

     11.6 Headings. Section and subsection headings are inserted for convenience of reference only and do not form part of this Agreement.

     11.7 Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either Party without the prior express written consent of the other; provided, that, either Party may, without the written consent of the other, assign this Agreement and its rights and delegate its obligations hereunder to its Affiliates or in connection with the transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment in violation of this Section 11.7 shall be void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.

     11.8 Force Majeure. Neither Party 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 natural disasters or any causes beyond the reasonable control 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.

37

such Party. In event of such force majeure, the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

     11.9 Construction. The Parties hereto 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 favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement.

     11.10 Severability. If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed unenforceable under then current applicable law from time to time in effect during the Term hereof, it is the intention of the Parties that the remainder of this Agreement shall not be affected thereby; provided, that, a Party’s rights under this Agreement are not materially affected. The Parties hereto covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid, illegal or unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated.

     11.11 Status. Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee or joint venture relationship between the Parties.

     11.12 Further Assurances. Each Party agrees to execute, acknowledge and deliver such further instructions, 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.

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

[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.

38

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representative in two (2) originals.

OPHTHOTECH CORPORATION		ARCHEMIX CORP.
By: Name:	/s/ Samir Patel Samir Patel	By: Name:	/s/ John A. Harre John A. Harre
Title:	CEO	Title:	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.

39

Schedule 1

Chemical Composition of ARC 1905

ARC1905 is a [***] oligonucleotide having the following sequence:

[***]

The composition of the Aptamer is as follows: [***]

The chemical name for the sodium salt of ARC1905 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.

Schedule 1-1

     [***]

Molecular Structure of ARC1905

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

Schedule 1-2

Schedule 2

Chemical Composition of ARC 186

ARC 186 corresponds to the [***] oligonucleotide portion of ARC1905 (set forth in Schedule 1)
with 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.

Schedule 2-1

Schedule 3

Financial Parameters for [***] Sublicense

Upfront (one-time fee):

$[***] upfront

Milestones (each payable [***] licensed product covered by patent rights sublicensed pursuant to the [***] sublicense and developed by Ophthotech or any of its Affiliates or Sublicensees):

$[***] [***]

$[***] [***]

$[***] [***]

$[***] [***] by the [***] in the [***] of the [***] or [***]

Royalties:

[***]% of net sales of licensed product covered by patent rights sublicensed pursuant to the [***] sublicense, which sales are made by Ophthotech or any of its Affiliates or Sublicensees

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

Schedule 3-1

Exhibit A

Licensed Patent Rights

1. U.S. Patent Application Serial No.: [***]
Archemix file: [***]
Filed: [***]
Entitled: [***]

2. U.S. Patent Application Serial No.: [***]
Archemix file: [***]
Filed: [***]
Entitled: [***]

3. E.P Application Serial No.: [***]
Archemix file: [***]
Filed: [***]
Entitled: [***]

4. Japan Application Serial No.: [***]
Archemix file: [***]
Filed: [***]
Entitled: [***]

5. U.S. Patent Application Serial No.: [***]
Archemix file: [***]
Filed: [***]
Entitled: [***]

6. PCT Application Serial No.: [***]
Archemix file: [***]
Filed: [***]
Entitled: [***]

7. U.S. Patent [***]
Serial No.: [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

8. U.S. Provisional Patent Application. Serial No.: [***]
Filed: [***]
Archemix file: [***]
Entitled: [***]

Portions of this Exhibit were omitted and have been 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-1

9. U.S. Provisional Patent Application Serial No.: [***]
Filed: [***]
Archemix file: [***]
Entitled: [***]

10. U.S. Patent [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

11. U.S. Application Serial No.: [***]
Filed: [***]
Archemix file: [***]
Entitled: [***]

12. U.S. Patent [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

13. U.S. Patent [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

14. U.S. Patent [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

15. U.S. Patent [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

16. U.S. Patent Application Serial No.: [***]
Filed: [***]
Archemix file: [***]
Entitled: [***]

17. U.S. Patent [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

Portions of this Exhibit were omitted and have been 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-2

18. U.S. Patent Application Serial No.: [***]
Filed: [***]
Archemix file: [***]
Entitled: [***]

19. U.S. Patent [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

20. U.S. Patent [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

21. U.S. Patent Application Serial No.: [***]
Filed: [***]
Archemix file: [***]
Entitled: [***]

22. U.S. Patent [***]
Issued: [***]
Archemix file: [***]
Entitled: [***]

Portions of this Exhibit were omitted and have been 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-3

Exhibit B

Development Plan — Treatment of Age-Related Macular Degeneration

Draft timeline through 2009 for [***] Studies. Diamonds indicate approximate times of milestone events as indicated below.

[***]

1)	[***] of [***] for a [***] for a [***]
2)	[***] of [***] of [***], the [***] for which [***] by the [***], for a [***] for a [***]
3)	[***] of the [***] that [***] and [***] for a [***] as described on Exhibit D
4)	[***] of [***] of [***] (as defined in [***]) for a [***] for a [***], defined as a [***] of the [***] in [***] OR [***] described on Exhibit D.
5)	[***] of [***] of [***], the [***] for which [***] by the [***], for a [***] for a [***].

Descriptions of [***] are set forth in Exhibit D.

Portions of this Exhibit were omitted and have been 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

Exhibit C

Mandatory Jurisdictions for Patent Prosecution

[***]

Portions of this Exhibit were omitted and have been 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-1

Exhibit D

Phase I Clinical Program

[***]

• Goal: [***] the [***] and [***] of an [***]

• Design:

o [***], [***]

o [***]

o [***]

• Endpoints:

o [***]

o [***]

o [***] ([***])

Ø	[***] and [***]
Ø	[***] any [***]
Ø	[***]
Ø	[***]
Ø	[***]

o [***]

Ø [***]

o [***] and [***]

Ø [***] and [***] of [***]

[***]

• Goal: Demonstrate preliminary safety and [***] of an [***] in [***]

o Design:

Ø	[***]
Ø	[***] from the [***]
Ø	[***] on [***]

• Endpoints

o Safety Endpoints

Ø [***] as 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 D-1

o Efficacy Endponts

Ø	[***] — [***] of [***] with [***]
Ø	[***]

§	[***]
§	[***] in [***]
§	[***] in [***] and [***]
§	[***] in [***]

[***]

• Goal: [***] and [***] of an [***] with an [***] in [***]

• Design:

o [***] with an [***]

o [***]

• Efficacy Endpoints

o [***] — [***] of [***] with [***]

o [***]

Ø	[***]
Ø	[***] in [***]
Ø	[***] in [***] and [***]
Ø	[***] in [***]

• Safety Endpoints

o [***] as 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 D-2

EX-10.47

Exhibit 10.47

FEASIBILITY STUDY, LICENSE AND OPTION AGREEMENT

     This Feasibility Study, License and Option Agreement (this “Agreement”) is made effective as of August 31, 2008 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, Massachusetts 02142 (“Archemix”), and Eli Lilly and Company, an Indiana corporation with a business address at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”). Archemix and Lilly are each sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

     WHEREAS, Archemix is the owner of or otherwise controls, certain patents 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 controlling, curing, treating, preventing or delaying the onset or progression of human diseases and conditions;

     WHEREAS, Lilly desires to obtain an option to have Archemix conduct a Feasibility Study (as defined herein) with the objective of demonstrating Archemix’s ability to generate high-affinity aptamer hits against targets of therapeutic interest to Lilly and, to the extent high-affinity aptamers are obtained, to obtain an additional option to enter into a collaboration and license agreement for a specified number of targets; and

     WHEREAS, Archemix is willing to grant Lilly such options and to conduct such Feasibility Study on the terms and subject to the conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

     Whenever used in the Agreement with an initial capital letter, the terms defined in this Article 1 shall have the meanings specified and may be used in singular or plural.

     1.1 “Active Aptamer” means any Aptamer identified in the conduct of the Feasibility Study or otherwise under this Agreement during the Feasibility Study Term, in any case, that binds with high specificity and affinity to a Feasibility Study Target and any Aptamer(s) Derived therefrom that binds with high specificity and affinity to such Feasibility Study Target at a level to be discussed and agreed upon by the Parties, but typically having dissociation constants in the range of [***].

     1.2 “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 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

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

body of an entity other than a corporation.

     1.3 “AME Patent Rights” means (a) the patents described in Schedule 1 attached hereto; (b) any patent application claiming priority to any such patent or to which any such patent claims priority; (c) any divisional, continuation, continuation-in-part (to the extent that the continuation-in-part is entitled to the priority date of an initial patent or patent application which is the subject of this Agreement), reissue, reexamination, confirmation, revalidation, registration, patent of addition, renewal, extension or substitute thereof, or any patent issuing therefrom or any supplementary protection certificates related thereto, as well as any certificate of invention or applications therefrom; and (d) all foreign equivalents of any of the foregoing.

     1.4 “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 may be in effect from time to time during the Term and are applicable to a particular activity hereunder.

     1.5 “Aptamer” means any naturally or non-naturally occurring oligonucleotide identified through the SELEX Process but excluding Spiegelmers.

     1.6 “Aptamer-Related Patent Rights”means any Patent Rights that contain one or more claims that cover Aptamer-Related Technology.

     1.7 “Aptamer-Related Technology”means any Feasibility Study Technology that (a) relates, directly or indirectly, to Aptamers, including  the manufacture, formulation, delivery or use of Aptamers and (b) is conceived or first reduced to practice by employees of, or consultants to, Lilly or Archemix, alone or jointly with any Third Party. For purposes of clarity, Aptamer-Related Technology shall not include any Active Aptamers.

     1.8 “Archemix Background Technology”means any Technology that is used by Archemix, or provided by Archemix for use, in the Feasibility Study 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 Feasibility Study. For purposes of clarity, Archemix Background Technology shall include the SELEX Process and SELEX Technology.

     1.9 “Archemix Collaboration Partner” means any Third Party with whom Archemix is engaged, from time to time, in an active bona fide collaborative effort to research, identify, characterize, optimize, develop and/or commercialize Archemix Products, 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. Archemix acknowledges and agrees that Archemix is not authorized to sublicense the Lilly Patent Rights to any third party, except under such a collaboration agreement and that no Archemix Collaboration Partner may further sublicense, assign or otherwise transfer rights under the Lilly Patent Rights unless such further sublicense, assignment or other transfer is limited to the research, identification, characterization, optimization, development and/or commercialization of Archemix Products that originated 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.

2

Archemix or the specific collaborative effort between Archemix and such Third Party.

     1.10 “Archemix Feasibility Study Activities”means all activities specified to be conducted by Archemix in any Feasibility Study Plan. Without limiting the foregoing, Archemix Feasibility Study Activities shall include the application of the SELEX Process and SELEX Technology to generate Active Aptamers against Feasibility Study Targets.

     1.11 “Archemix Feasibility Study Technology”means any Feasibility Study Technology that is conceived or first reduced to practice by employees of, or consultants to, Archemix, alone or jointly with any Third Party. For purposes of clarity, Archemix Feasibility Study Technology shall include all Active Aptamers.

     1.12 “Archemix Field”means any and all uses.

     1.13 “Archemix-Gilead Collaboration Agreement” means the Collaboration Agreement between Gilead Sciences, Inc. and Archemix dated October 21, 2001, as amended.

     1.14 “Archemix Materials”means any Proprietary Materials that are Controlled by Archemix and used by Archemix, or provided by Archemix for use, in the Feasibility Study. For purposes of clarity, Archemix Materials shall include all Aptamers.

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

     1.16 “Archemix Portfolio” means those Patent Rights covering the processes used for the identification or generation of a nucleic acid that binds to a Target by means other than Watson-Crick base-pairing as set forth in Schedule 3.

     1.17 “Archemix Product”means any product comprised of an Aptamer.

     1.18 “Archemix Technology”means, collectively, Archemix Background Technology and Archemix Feasibility Study Technology.

     1.19 “Calendar Year” means the period beginning on the Effective Date and ending on December 31 of the year in which the Effective Date falls and thereafter each successive period of twelve (12) months commencing on January 1 and ending on December 31.

     1.20 “Challenge” means any challenge to the validity or enforceability of any Archemix Patent Right or Lilly Patent Right in the absence of a breach of this Agreement including, without limitation, by (a) filing a declaratory judgment action in which any Archemix Patent Right or Lilly Patent Right is alleged to be invalid or unenforceable; (b) citing prior art pursuant to [***], filing a request for re-examination of any Archemix Patent Right or Lilly Patent Rights pursuant to [***] or provoking or becoming party to an interference with an application for any Archemix Patent Right or Lilly Patent Right pursuant to [***]; or (c) filing or commencing any reexamination, opposition, cancellation, nullity or similar proceedings against any Archemix Patent Right or Lilly Patent Right in any country.

     1.21 “Collaboration Agreement”means the collaboration and license agreement 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.

3

be executed by the Parties upon the exercise of any Collaboration/License Option pursuant to Section 2.5.

     1.22 “Commercially Reasonable Efforts” means, with respect to the activities of Archemix in conducting the Feasibility Study under this Agreement, the efforts and resources customarily used by similarly sized biotechnology companies in the performance of such research activities for other products owned by such companies which are of similar market potential and at a similar stage of development, taking into account the competitiveness of the market place, the regulatory structure involved and other relevant and material factors.

     1.23 “Confidential Information” means all information and Technology disclosed or provided by, or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or to any of the Receiving Party’s employees, consultants, Affiliates or sublicensees (“Representatives”) pursuant to or in connection with this Agreement; 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 Representatives, as demonstrated by 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 other than through a breach by the Receiving Party or its Representatives of a contractual obligation; (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 Representatives; or (d) it is independently developed by or for the Receiving Party or its Representatives without reference to or use of any Confidential Information of the Disclosing Party or its Representatives as demonstrated by credible written documentation. For purposes of clarity, unless excluded from Confidential Information pursuant to the provisos of the preceding sentence, any scientific, technical or financial information Controlled by a Disclosing Party and disclosed at any meeting of the Parties shall constitute Confidential Information of the Disclosing Party.

     1.24 “Control” or “Controlled” means 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.

     1.25 “Derived” means directly identified, developed, created, synthesized, designed, resulting or generated from, conjugated to or complexed with.

     1.26 “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.

     1.27 “Diagnostic Product” means, collectively, In Vitro Diagnostic Agents, In Vivo Diagnostic Agents and any product used for Diagnosis.

     1.28 “FDA” means the United States Food and Drug Administration and 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.

4

successor agency or authority thereto.

     1.29 “Feasibility Study” means the activities carried out by Archemix and Lilly pursuant to the Feasibility Study Plan.

     1.30 “Feasibility Study Plan”means the written plan describing the activities to be carried out by Archemix and Lilly in conducting the Feasibility Study pursuant to this Agreement as set forth in Exhibit A, as such written plan may be amended, modified or updated from time-to-time.

     1.31 “Feasibility Study Targets” means the Targets listed on the Feasibility Study Target List.

     1.32 “Feasibility Study Target List”means the list of up to five (5) Feasibility Study Targets to be identified by Lilly upon exercise of the Feasibility Study Option.

     1.33 “Feasibility Study 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 Feasibility Study during the Feasibility Study Term.

     1.34 “Feasibility Study Term”means, with respect to each Feasibility Study Target, the period beginning on the acceptance by Archemix of such Feasibility Study Target pursuant to Section 2.3.4 and ending (a) with respect to any such Feasibility Study Target with regard to which no Active Aptamer is identified, a period of [***] following the initiation of Archemix Feasibility Study Activities with respect to such Feasibility Study Target; and (b) with respect to any Feasibility Study Target with regard to which an Active Aptamer is identified, a period of [***] following the delivery by Archemix to Lilly of quantities of such Active Aptamer pursuant to Section 2.4.5; provided, that, if this Agreement is terminated prior to the end of the Feasibility Study Term, the effective date of such early termination shall become the last day of the Feasibility Study Term.

Portions of this Exhibit were omitted and have been 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

     1.35 “Field” means the control, prevention, treatment, cure or delay of onset or progression of any Indication in animals and humans, but excluding, without limitation, Diagnostic Products, In Vivo Imaging Applications, Radio Therapeutics and all non-therapeutic uses.

     1.36 “Indication” means any indication, disease, disorder or condition in the Field, which can be treated, controlled, prevented, cured or the onset or progression of which can be delayed.

     1.37 “In Vitro Diagnostic Agent” means any product that uses the SELEX Process or one or more Aptamers 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 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); (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 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 Diagnostic Agents do not include any of the above-identified activities directed at the discovery or development of Aptamers by Lilly under and pursuant to the terms of this Agreement.

     1.38 “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.

     1.39 “Joint Patent Rights”means (a) all Patent Rights that contain one or more claims that cover Joint Technology and (b) all Aptamer-Related Patent Rights.

     1.40 “Joint Technology”means (a) any Feasibility Study Technology that is jointly conceived or first reduced to practice (actively or constructively) by employees of, or consultants to, Lilly and employees of, or consultants to, Archemix and (b) all Aptamer-Related Technology.

     1.41 “Kauffman-Ixsys Agreement” means the License Agreement between Stuart A. Kauffman, M.D. and Ixsys, Inc. dated November 3, 1994, 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.

6

     1.42 “Knowledge” means, with respect to Archemix, the actual knowledge of the chief executive officer, any vice president or the chief legal officer of Archemix.

     1.43 “Lilly Feasibility Study Technology”means any Feasibility Study Technology that (a) is conceived or first reduced to practice by employees of, or consultants to, Lilly, alone or jointly with any Third Party and (b) is not Aptamer-Related Technology.

     1.44 “Lilly Target Specific Patent Rights”means any Patent Rights Controlled by Lilly during the Feasibility Study Term that contain one or more claims that cover Lilly Target Specific Technology.

     1.45 “Lilly Target Specific Technology”means any Technology that is Controlled by Lilly during the Feasibility Study Term that is necessary or useful for the conduct of the Feasibility Study involving any Feasibility Study Target.

     1.46 “Lilly Materials”means any Proprietary Materials that are Controlled by Lilly and provided by Lilly for use in the Feasibility Study. For purposes of clarity, Lilly Materials shall include all Feasibility Study Targets provided to Archemix for use in the Feasibility Study.

     1.47 “Lilly Patent Rights”means (a) any Patent Rights Controlled by Lilly that contain one or more claims that cover Lilly Technology and (b) AME Patent Rights.

     1.48 “Lilly Technology”means, collectively, Lilly Feasibility Study Technology and Lilly Target-Specific Technology.

     1.49 “Patent Rights” means all rights and interests in and to issued patents and pending patent applications including, without limitation, 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.

     1.50 “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.

     1.51 “Radio Therapeutics” 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.

     1.52 “SELEX Process” means the processes used for the identification or generation of a nucleic acid that binds to a Target by means other than Watson-Crick base-pairing covered by the claims in (a) the SELEX Portfolio, (b) the Archemix Portfolio or (c) any continuation,

Portions of this Exhibit were omitted and have been 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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divisional, continuation-in-part, substitution, renewal, reissue, re-examination or extension, or any foreign equivalent, of any such claims.

     1.53 “SELEX Portfolio” means those Patent Rights licensed by Gilead to Archemix pursuant to the Archemix-Gilead Collaboration Agreement set forth in Schedule 4.

     1.54 “SELEX Technology” means (a) oligonucleotides that bind to a Feasibility Study 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 Feasibility Study 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 Feasibility Study Target by means other than Watson-Crick base-pairing that is generally applicable to such oligonucleotides independent of Feasibility Study 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 Active Aptamers and that the SELEX Technology is covered by the claims in (a) the SELEX Portfolio, (b) the Archemix Portfolio, or both or (c) any continuation, divisional, continuation-in-part, substitution, renewal, reissue, re-examination or extension, or any foreign equivalent, of any such claims.

     1.55 “Spiegelmer”means an oligonucleotide consisting of at least [***] percent ([***]%) [***], including any structural variations and modifications, derivatives, homologs, analogs and/or mimetics to the [***] components (other than [***]), identified through the use of the SELEX Process.

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

     1.57 “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 any negative results).

     1.58 “Territory” means all countries and jurisdictions of the world.

     1.59 “Third Party” means any person or entity other than Lilly, Archemix and their respective Affiliates.

     1.60 “ULEHI” means University License Equity Holdings, Inc., formerly known as UTC.

     1.61 “URC Collaboration Agreement” means the Restated Assignment and Collaboration Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead Sciences, Inc. as successor in interest to NeXstar Pharmaceuticals, Inc.

Portions of this Exhibit were omitted and have been 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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     1.62 “UTC” means University Technology Corporation, the successor in interest to the University Research Corporation.

     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
AAA	8.2.1
Agreement	Recitals
Archemix	Recitals
Archemix AME License	2.1.1
Archemix Claims	6.1
Archemix Indemnitees	6.1
Bankruptcy Action	7.2.4
Collaboration Agreement	2.5.2(a)
Collaboration/License Negotiation Period	2.5.2(a)
Collaboration/License Option	2.5.1
Collaboration/License Option Exercise Notice	2.5.2(a)
Collaboration/License Option Period	2.5.2(a)
Disclosing Party	1.22
Effective Date	Recitals
Exclusive Feasibility Study Target	2.3.2
Exclusive Feasibility Study Target Notice	2.3.2
Expired Collaboration/License Option	2.5.3
Feasibility Study License	2.1.1
Feasibility Study Option	2.2.1
Feasibility Study Option Exercise Notice	2.2.2
Feasibility Study Option Period	2.2.2
Feasibility Study Target Notice	2.3.1
Gilead Indemnitee	6.4
Indemnified Party	6.3
Indemnifying Party	6.3
Infringement	4.5.1
Infringement Notice	4.5.1
Lilly	Recitals
Lilly Claims	6.2
Lilly Indemnities	6.2
Negotiation Dispute	2.5.2
Party	Recitals
Parties	Recitals
Receiving Party	1.22
Recipient Party	2.4.6
Representatives	1.22
Term	7.1
Third Party Expert	8.2.2(a)
Transferring Party	2.4.6

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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2. GRANT OF RIGHTS

     2.1 Grant of Licenses to Archemix.

          2.1.1 Grant of Licenses. Subject to the other terms and conditions of this Agreement and in consideration of the grant by Archemix to Lilly of the rights set forth in Sections 2.2 and 2.5, Lilly hereby grants to Archemix (a) a non-exclusive, royalty-free, fully paid-up license during the Feasibility Study Term, without the right to grant sublicenses, under all Lilly Target Specific Technology and Lilly Target Specific Patent Rights to conduct the Feasibility Study with the Feasibility Study Targets that are identified in a Feasibility Study Option Exercise Notice (the “Feasibility Study License”) and (b) a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable (except in the event of termination by Lilly under Section 7.2.3 during the Feasibility Study Term when such license shall be revocable for material breach or as extended during the Collaboration/License Negotiation Period under Section 2.5.2(a), if applicable), worldwide license, with the right to grant sublicenses to Archemix Collaboration Partners, under AME Patent Rights, to research, develop, make, have made, use, have used, sell, offer for sale, have sold, import, have imported, export, have exported, and commercialize Archemix Products within the Archemix Field (the “Archemix AME License”).

     2.2 Grant of Feasibility Study Option to Lilly.

          2.2.1 Feasibility Study Option Grant. Archemix hereby grants Lilly an option (the “Feasibility Study Option”) to have Archemix conduct the Feasibility Study for the purpose of having Archemix demonstrate its ability to generate Active Aptamers against Feasibility Study Targets.

          2.2.2 Feasibility Study Option Exercise. Subject to Section 2.2.3, Lilly shall have the right to exercise the Feasibility Study Option at any time during the period commencing on the Effective Date and continuing until [***] (the “Feasibility Study Option Period”), by delivering written notice of exercise thereof (the “Feasibility Study Option Exercise Notice”) on or before the expiration of the Feasibility Study Option Period, which Feasibility Study Option Exercise Notice shall include the Feasibility Study Target Notice. Upon the exercise by Lilly of the Feasibility Study Option, (a) Lilly shall be deemed to have granted Archemix the Feasibility Study License set forth in Section 2.1.1(a) and (b) Archemix shall commence the Feasibility Study with respect to the Feasibility Study Targets identified in the Feasibility Study Option Exercise Notice within [***] of the date of such exercise; provided, that, (i) Lilly has provided Archemix with the materials and resources as set forth in Section 2.4.2 and (ii) notwithstanding the foregoing, Archemix shall not be required to initiate the Feasibility Study prior to [***].

          2.2.3 Feasibility Study Option Expiration. In the event that Lilly fails to (a) exercise the Feasibility Study Option on or before the expiration of the Feasibility Study Option Period, or (b) provide the materials and resources required by Section 2.4.2 on a timely basis following the exercise by Lilly of the Feasibility Study Option, all rights granted by Archemix to Lilly pursuant to this Agreement with respect to the Feasibility Study Option shall terminate at Archemix’s sole discretion and upon notice to Lilly.

Portions of this Exhibit were omitted and have been 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

     2.3 Designation of Feasibility Study Targets.

          2.3.1 Designation of Feasibility Study Targets. Subject to Sections 2.3.3, 2.3.4 and 2.3.5, during the period commencing on the Effective Date and continuing until the expiration of the Feasibility Study Option Period, Lilly shall have the one-time right to request that up to [***] Targets be accepted by Archemix as Feasibility Study Targets and included on the Feasibility Study Target List by providing written notice to Archemix, which notice shall identify each such proposed Feasibility Study Target (each, a “Feasibility Study Target Notice”). Archemix shall determine whether to accept or reject any such proposed Feasibility Study Target pursuant to Section 2.3.4. To the extent Archemix accepts any Target for inclusion as a Feasibility Study Target on the Feasibility Study Target List in accordance with Section 2.3.4 such Target shall be included as a Feasibility Study Target. To the extent that Archemix rejects any Target for inclusion as a Feasibility Study Target on the Feasibility Study Target List in accordance with Section 2.3.4 Lilly shall have no rights under this Agreement with respect to such Target.

          2.3.2 Designation of Exclusive Feasibility Study Targets. Subject to Sections 2.3.3, 2.3.4 and 2.3.5, during the period commencing on Archemix’s receipt of the Feasibility Study Option Exercise Notice and Feasibility Study Target Notice and continuing until the expiration of the Feasibility Study Term, Lilly shall have the right to request that up to two (2) Feasibility Study Targets be accepted by Archemix as exclusive Feasibility Study Targets (each, an “Exclusive Feasibility Study Target”) and designated on the Feasibility Study Target List as Exclusive Feasibility Study Targets by providing written notice to Archemix, which notice shall identify each such proposed Exclusive Feasibility Study Target (each, an “Exclusive Feasibility Study Target Notice”). To the extent Archemix accepts any Feasibility Study Target for designation as an Exclusive Feasibility Study Target on the Feasibility Study Target List in accordance with Section 2.3.4 during the Feasibility Study Term, Archemix shall not, and shall cause each of its Affiliates to not, conduct any activity, that involves the research, development or commercialization of, or grant any license or other rights to any Archemix Collaboration Partner under any Proprietary Materials, Technology or Patent Rights Controlled by Archemix or any of its Affiliates to research, develop or commercialize, any Aptamer binding to such Exclusive Feasibility Study Target in the Field. To the extent that Archemix rejects any Target for designation as an Exclusive Feasibility Study Target on the Feasibility Study Target List in accordance with Section 2.3.4, such Feasibility Study Target will remain a Feasibility Study Target and Lilly shall have no exclusive rights under this Agreement with respect to such Feasibility Study Target. For purposes of clarity, Lilly shall have no rights under this Agreement with respect to any Target unless and until such Target is proposed by Lilly pursuant to Section 2.3.1 and accepted by Archemix as a Feasibility Study Target pursuant to Section 2.3.4.

          2.3.3 Selection of Proposed Targets. Lilly hereby agrees that it shall propose Targets for inclusion as Feasibility Study Targets only after reasonable consultation and discussion with Archemix and only after consideration by Lilly of the technical feasibility and availability of such Targets.

          2.3.4 Acceptance/Rejection of Feasibility Study Targets by Archemix. To the extent Lilly requests the inclusion of a Target as a Feasibility Study Target pursuant to Sections 2.3.1 or the designation of a Feasibility Study Target as an Exclusive Feasibility Study 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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pursuant to Section 2.3.2, Archemix shall accept or reject the proposed Target within [***] days after receipt of such notice from Lilly. A Target proposed by Lilly for inclusion on the Feasibility Study Target List or for designation as an Exclusive Feasibility Study Target on the Feasibility Study Target List may only be rejected by Archemix if prior to Lilly’s notice (a) Archemix is prohibited by an executed contract from licensing Aptamers against such proposed Target or its natural ligand(s), to Lilly, (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), (c) 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 or (d) Archemix has identified such Target as a cardiovascular or hematologic Target of strategic interest to Archemix, in each of (c) and (d) as demonstrated by credible written evidence. If Lilly requests the inclusion of [***] or more Targets as Feasibility Study Targets pursuant to Section 2.3.1 or the designation of two (2) or more Feasibility Study Targets as Exclusive Feasibility Study Targets pursuant to Section 2.3.2 and Archemix accepts less than [***] such Feasibility Study Targets and/or less than two (2) Exclusive Feasibility Study Targets pursuant to this Section 2.3.4, Lilly shall have up to [***] additional periods of [***] days each, each such period to begin upon receipt of the applicable notice from Archemix rejecting or accepting proposed Targets, to request that additional Targets be included as Feasibility Study Targets pursuant to Section 2.3.1 or additional Feasibility Study Targets be designated as Exclusive Feasibility Study Targets pursuant to Section 2.3.2, subject in either case to Section 2.3.5, until such time as [***] Feasibility Study Targets and two (2) Exclusive Feasibility Study Targets have been accepted by Archemix pursuant to this Section 2.3.4.

          2.3.5 Limitation on Number of Feasibility Study Targets and Exclusive Feasibility Study Targets. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Lilly have, at any one time, (a) more than [***] Feasibility Study Targets on the Feasibility Study Target List nor (b) more than two (2) Exclusive Feasibility Study Targets on the Feasibility Study Target List.

     2.4 Conduct of Feasibility Study.

          2.4.1 Archemix Responsibilities. Commencing as of the date of exercise of the Feasibility Study Option, Archemix shall use Commercially Reasonable Efforts, including committing such resources as are reasonably necessary for Archemix to conduct the Feasibility Study described in the Feasibility Study Plan, to conduct the Archemix Feasibility Study Activities and complete its obligations set forth in the Feasibility Study Plan on or before [***] months from the initiation of such Feasibility Study; provided, that, notwithstanding the foregoing, (a) all Archemix Feasibility Study Activities with respect to Feasibility Study Targets shall be initiated by Archemix on the same date and (b) no Feasibility Study Targets may be proposed by Lilly after the initiation by Archemix of such Archemix Feasibility Study Activities

          2.4.2 Lilly Rights and Responsibilities. Upon exercise of the Feasibility Study Option, Lilly shall: (a) provide Archemix with the sufficient quantities of each Feasibility Study Target set forth in the applicable Feasibility Study Option Exercise Notice within [***] months of the delivery by Lilly of such Feasibility Study Option Exercise Notice and acceptance by Archemix of the Feasibility Study Targets and in sufficient form for the conduct 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.

12

Feasibility Study; (b) commit such resources as are reasonably necessary for Archemix to conduct the Feasibility Study described in the Feasibility Study Plan; and (c) as soon as practicable conduct in vitro functional assays with respect to all Active Aptamers supplied by Archemix pursuant to Section 2.4.5 until expiration of the Feasibility Study Term. In connection therewith, Lilly hereby agrees to use such Active Aptamers solely to conduct in vitro functional assays covering such Active Aptamers and for no other use or purpose and hereby acknowledges that all such Active Aptamers shall be Proprietary Materials of Archemix and subject to Section 2.4.6.

          2.4.3 Compliance. Archemix shall perform its obligations under the Feasibility Study Plan in compliance in all material respects with all Applicable Laws.

          2.4.4 Reports. Archemix shall at least [***] each Calendar Quarter during the Feasibility Study Term, provide reports to Lilly in reasonable detail regarding the status of its activities under the Feasibility Study. Archemix shall make itself available at reasonable times to provide Lilly with telephonic, email and other updates as Lilly reasonably requests.

          2.4.5 Supply of Active Aptamers by Archemix. To the extent that Archemix identifies Active Aptamers in the conduct of the Feasibility Study, Archemix shall, as soon as practicable following the issuance of the report identifying such Active Aptamers, supply Lilly with a quantity of such Active Aptamer sufficient for Lilly to conduct in vitro functional assays covering such Active Aptamer.

          2.4.6 Supply of Proprietary Materials. To the extent that either Party (the “Transferring Party”) supplies the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Feasibility Study, 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; provided, however, that Lilly may transfer such Proprietary Materials under a material transfer agreement or equivalent agreement to (x) bona fide collaborators as part of a research collaboration where work is being done primarily for Lilly’s benefit and (y) contractors for services related to the Proprietary Materials; provided further, however, that each such agreement under (x) and (y) states that the Proprietary Materials may not be transferred to another Third Party and are otherwise subject to the other terms and conditions of this Agreement to the benefit of Archemix; (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 Feasibility Study 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.

          2.4.7 Feasibility Study Term. The Feasibility Study shall commence on the first day of the Feasibility Study Term and shall continue until the last to expire Feasibility Study Term.

     2.5 Grant of Collaboration/License Option to Lilly.

Portions of this Exhibit were omitted and have been 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

          2.5.1 Grant of Collaboration/License Option. Archemix hereby grants Lilly, with respect to each Feasibility Study Target, an option (each a “Collaboration/License Option”) to enter into a collaboration and exclusive license agreement in the Territory under Archemix Patent Rights and Archemix Technology with respect to up to [***] Feasibility Study Targets for the purpose of researching, developing, making, having made, using, having used, selling, having sold, offering for sale, importing, having imported, exporting and having exported Active Aptamers directed to such Feasibility Study Targets for any and all uses within the Field. For purposes of clarity, Collaboration/License Options shall only be available with respect to Feasibility Study Targets that are listed on the Feasibility Study Target List.

          2.5.2 Collaboration/License Option Exercise; Negative Covenants.

               (a) Collaboration/License Option. Subject to Section 2.5.3, Lilly shall have the right to exercise each Collaboration/License Option at any time during the Feasibility Study Term (the “Collaboration/License Option Period”) by delivering written notice of exercise thereof (the “Collaboration/License Option Exercise Notice”) on or before the expiration of the Collaboration/License Option Period, which Collaboration/License Option Exercise Notice shall specify the Feasibility Study Target that is the subject of the Collaboration/License Option. Upon the exercise of a Collaboration/License Option with respect to a Feasibility Study Target as provided in this Section 2.5.2, the Parties shall negotiate in good faith a separate Collaboration and License Agreement (each, a “Collaboration Agreement”) covering such Feasibility Study Target for a period of up to [***] months (the “Collaboration/License Negotiation Period”), which Collaboration Agreement shall include the terms, conditions and provisions set forth in Schedule 2 attached hereto and such additional provisions as are usual and customary for inclusion in a collaboration and license 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 2. In the event that, notwithstanding such good faith efforts, the Parties fail to execute and deliver the Collaboration Agreement within the Collaboration/License Negotiation Period, the Parties shall (a) use reasonable efforts to complete such negotiations and to execute and deliver the Collaboration Agreement as soon as possible after such Collaboration/License Negotiation Period, and (b) without limiting the generality of the foregoing, after the expiration of such additional period, each produce a list of issues not otherwise set forth on Schedule 2 on which they have failed to reach agreement and submit its list to the Third Party Expert to be resolved in accordance with Section 8.2.2 (a “Negotiation Dispute”).

               (b) Negative Covenants. Notwithstanding anything to the contrary in this Agreement, Lilly shall not be granted the right in any Collaboration Agreement to, and hereby covenants and agrees that neither it nor its Affiliates will under any such Collaboration Agreement (i) use the SELEX Process or SELEX Technology (A) on any Target that is not the Feasibility Study Target that is the subject of the Collaboration Agreement and (B) except for the purpose of identifying or modifying Active Aptamers against the Feasibility Study Target that is the subject of the Collaboration Agreement as expressly permitted under the Collaboration Agreement, (ii) research, develop, make, have made, use, have used, sell, offer for sale, have sold, distribute for sale, import, have imported, export or have exported Diagnostic Product or (iii) perform any research or development on Active Aptamers for any use outside of the Field. Notwithstanding the foregoing, Lilly shall not be restricted by this Section 2.5.2(b) from engaging

Portions of this Exhibit were omitted and have been 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

in any activity in which Lilly is permitted to engage pursuant to a license, sublicense or other right granted to Lilly in any agreement other than the Collaboration Agreement with respect to the SELEX Portfolio, the SELEX Process, SELEX Technology or Aptamers, whether granted by Archemix, or any Third Party having the right to grant such license, sublicense or other right. To the extent Lilly or its Affiliates engages in any activities in violation of the negative covenants set forth in this Section 2.5.2(b) during the term of the Collaboration Agreement and files any patent applications or obtains any Patent Rights related to or arising out of such activities then, without limiting any other remedy Archemix may have under this Agreement and without any further action of either Party, if Lilly has willfully undertaken such activities, then Lilly shall be deemed to have granted to Archemix, effective as of the date of any such filing, or the date on which such Patent Rights are obtained, an exclusive, fully-paid, perpetual, irrevocable, royalty-free license under all such patent applications and Patent Rights for any and all uses; if Lilly has not willfully undertaken such activities (i.e., it is not culpable), then Lilly shall be deemed to have granted to Archemix, effective as of the date of any such filing, or the date on which such Patent Rights are obtained, a non-exclusive, fully-paid, perpetual, irrevocable, royalty-free license under all such patent applications and Patent Rights for any and all uses.

          2.5.3 Option Expiration. In the event that Lilly fails to exercise any Collaboration/License Option on or before the expiration of the Collaboration/License Option Period (each, an “Expired Collaboration/License Option”), (a) all rights granted by Archemix to Lilly pursuant to this Agreement with respect to each such Expired Collaboration/License Option shall terminate and (b) Archemix shall promptly return to Lilly all Lilly Materials provided to Archemix and not otherwise the subject of a Collaboration Agreement.

3. TREATMENT OF CONFIDENTIAL INFORMATION

     3.1 Confidentiality Obligations. Archemix and Lilly each recognizes that the other Party’s Confidential Information constitutes highly valuable assets of such other Party. Archemix and Lilly each agrees that, subject to the remainder of this Article 3, it will hold in confidence and will not disclose, and will cause its Affiliates and sublicensees not to disclose, any Confidential Information of the other Party and it will not use, and will cause its Affiliates and sublicensees not to use, any Confidential Information of the other Party except as expressly permitted hereunder; provided, that, such obligations shall apply during the Term and for an additional [***] years thereafter.

     3.2 Limited Disclosure and Use. Archemix and Lilly each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor 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 3.3. In addition, Archemix and Lilly 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) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction, and (c) for any other purpose with the other Party’s written consent, not to be unreasonably withheld, conditioned or delayed. 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.

15

addition, each Party agrees that the other Party may disclose such Party’s Confidential Information as required by Applicable Laws; provided, that, in the case of any such disclosure, the disclosing Party shall (i) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (ii) 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.

     3.3 Employees and Consultants. Lilly and Archemix each hereby represents that all of its employees, consultants and contractors, and all of the employees, consultants and contractors of its Affiliates, who have access to Confidential Information of the other Party are or will, prior to their participation or access, be bound by written obligations to maintain such Confidential Information 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.

     3.4 Publicity. The Parties acknowledge and agree that (a) the terms of this Agreement constitute Confidential Information of each Party and may only be disclosed (i) as permitted by Section 3.2, and (ii) to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, licensees and potential licensees, acquirers or merger partners and potential acquirers or merger partners of such Party, and, with respect to Archemix, to Gilead and University License Equity Holdings, Inc.; and (b) 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 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 3.1, except as required by Applicable Laws, neither Party shall issue a press or news release or make any similar public announcement related to this Agreement without the prior written consent of the other Party.

4. INTELLECTUAL PROPERTY RIGHTS AND PROVISIONS

     4.1 Archemix Patent Rights. Archemix shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any Archemix Patent Rights.

     4.2 Lilly Patent Rights. Lilly shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all Lilly Patent Rights.

     4.3 Joint Technology; Joint Patent Rights. Lilly and Archemix shall jointly own all Joint Technology and Joint Patent Rights. Notwithstanding anything to the contrary contained in this Agreement or under Applicable Laws, 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 for any purposes without the prior written consent of the other Party, without restriction and without the obligation to 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.

16

compensation to the other Party, except as otherwise provided under this Agreement, provided, that, to the extent that any Joint Technology and/or Joint Patent Rights are necessary or useful for the research, development, manufacture, use, sale, importation or exportation of an Active Aptamer being commercialized by Lilly pursuant to an executed Collaboration Agreement, Archemix shall not use or license to a Third Party its interest in such Joint Technology and/or Joint Patent Rights to develop or commercialize any Aptamers that were selected against and bind to the applicable Feasibility Study Target.

     4.4 Prosecution of Patent Rights.

          4.4.1 Archemix Patent Rights. Archemix, at its sole expense and acting through patent counsel or agents of its choice, shall be solely responsible for the preparation, filing, prosecution and maintenance of the Archemix Patent Rights.

          4.4.2 Lilly and AME Patent Rights. Lilly and/or its Affiliates, as applicable, at its sole expense and acting through patent counsel or agents of its choice, shall have the sole responsibility and obligation for the preparation, filing, prosecution and maintenance of the Lilly Patent Rights.

          4.4.3 Joint Patent Rights. Archemix acting through patent counsel or agents of its choice, shall be responsible, at its own expense, for the preparation, filing, prosecution and maintenance of all Joint Patent Rights. Archemix shall provide Lilly and its patent counsel with an opportunity to consult with Archemix and its patent counsel regarding the filing and contents of any application, amendment, submission or response filed pursuant to this Section 4.4.3. Archemix shall (a) regularly provide Lilly with copies of all patent applications filed hereunder for Joint Patent Rights and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by Lilly; and (b) provide Lilly and its patent counsel with an opportunity to consult with Archemix and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of Lilly and its patent counsel shall be taken into consideration in good faith by Archemix and its patent counsel in connection with such filing. Archemix shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by Lilly in the prosecution of any Joint Patent Rights under this Section 4.4.3; provided, however, if Archemix incurs any additional expense as a result of any such request, Lilly shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other activities.

     4.5 Infringement.

          4.5.1 Notice. In the event that during the Term either Party becomes aware of any possible infringement of any Archemix Patent Rights, Lilly Patent Rights or Joint Patent Rights, including the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act or its equivalent outside the United States 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”).

          4.5.2 Infringement of Archemix Patent Rights. Archemix shall have the sole right, but not the obligation, in its sole discretion, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged 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.

17

threatened Infringement of the Archemix Patent Rights.

          4.5.3 Infringement of Lilly Patent Rights. Lilly shall have the first right, but not the obligation, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened Infringement of the Lilly Patent Rights. Archemix shall have the right, at its own expense, to be represented in any such action by Lilly that involves the assertion of the AME Patent Rights regarding an Infringement relating to Aptamers or the SELEX Process by counsel of Archemix’s own choice; provided, that, under no circumstances shall the foregoing affect the right of Lilly to control the suit as described in the first sentence of this Section 4.5.3.

          4.5.4 Infringement of 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. Each Party shall bear [***] of the cost of any action, suit or proceeding instituted under this Section 4.5.4 and [***] of all amounts recovered shall be received by each Party; provided, that, if the Parties are unable to determine whether and how to institute an action, suit or proceeding for Infringement of any such Joint Patent Right, Archemix shall have the first right to prosecute such Infringement, in which event Archemix shall bear [***] and be entitled to retain [***]. Each Party shall have the right to be represented by counsel of its own selection in any action, suit or proceeding instituted under this Section 4.5.4 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.

5. REPRESENTATIONS AND WARRANTIES

     5.1 Mutual Representations and Warranties. Archemix and Lilly each represents and warrants to the other, as of the Effective Date, as follows:

          5.1.1 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.

          5.1.2 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.

          5.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions.

          5.1.4 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.

Portions of this Exhibit were omitted and have been 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 Acknowledgment of Lilly. Lilly acknowledges that the licenses and rights that may be granted to Lilly under an executed Collaboration Agreement are subject to certain limitations and restrictions set forth in the Archemix-Gilead Collaboration Agreement and agrees that Lilly shall be required in any such Collaboration Agreement to comply with the terms of the Archemix-Gilead Collaboration Agreement that Archemix is subject to thereunder.

     5.3 Acknowledgment of Archemix. Archemix acknowledges that the licenses and rights that may be granted to Archemix under this Agreement are subject to certain limitations and restrictions set forth in the Kauffman-Ixsys License Agreement and agrees that Archemix shall comply with the terms of the Kauffman-Ixsys Agreement that Lilly is subject to thereunder.

     5.4 Additional Representations and Warranties.

          5.4.1 Additional Representations and Warranties of Archemix.

               (a) Authority. Archemix represents and warrants to Lilly that Archemix Controls the Archemix Patent Rights and has the right to grant the rights granted to Lilly on the terms set forth herein.

               (b) No Litigation. Archemix represents and warrants to Lilly that, as of the Effective Date and with no further duty to update, to Archemix’s Knowledge, there is no pending litigation against Archemix that seeks to invalidate or oppose any of the patents or patent applications included in the Archemix Patent Rights.

               (c) No Infringement. Archemix represents and warrants to Lilly that to its Knowledge, there is no litigation pending or threatened that alleges that (i) the practice of the SELEX Process and/or the use of SELEX Technology as contemplated by this Agreement infringes the Patent Rights of any Third Party, (ii) the Archemix Patent Rights are invalid or unenforceable; or (iii) the use of the Archemix Patent Rights as contemplated by this Agreement infringes the Patent Rights of any Third Party.

          5.4.2 Additional Representations and Warranties of Lilly.

               (a) Authority. Lilly represents and warrants to Archemix that Lilly Controls the Lilly Patent Rights and the AME Patent Rights and has the right to grant the Feasibility Study License and the Archemix AME License granted to Archemix on the terms set forth herein.

               (b) No Litigation. Lilly represents and warrants to Archemix that, as of the Effective Date and with no further duty to update, there is no pending litigation against Lilly or any Affiliate of Lilly that seeks to invalidate or oppose any of the patents or patent applications included in the AME Patent Rights.

6. INDEMNIFICATION AND INSURANCE

     6.1 Indemnification of Archemix by Lilly. Lilly 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 liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Archemix Indemnitees, or any one of them, as a direct result 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.

19

claims, suits, actions or demands by Third Parties (collectively, the “Archemix Claims”) arising out of (a) Lilly’s research of any Active Aptamer or (b) the gross negligence or willful misconduct of Lilly or any of its Affiliates.

     6.2 Indemnification of Lilly by Archemix. Archemix shall indemnify, defend and hold harmless Lilly, its Affiliates, their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (the “Lilly Indemnitees”), against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Lilly Indemnitees, or any one of them, as a direct result of claims, suits, actions or demands by Third Parties (collectively, the “Lilly Claims”) arising out of (a) Archemix’s performance of SELEX Processes under this Agreement but excluding Lilly Claims arising out of the alleged infringement of the Patent Rights of a Third Party as a result of Archemix’s use of Feasibility Study Targets pursuant to this Agreement or (b) the gross negligence or willful misconduct of Archemix or any of its Affiliates.

     6.3 Conditions to Indemnification. An Archemix Indemnitee or Lilly Indemnitee seeking recovery under this Article 6 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the indemnifying party (the “Indemnifying Party”) and provided that the Indemnifying Party is not contesting its obligation under this Article 6, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim (including without limitation any settlement thereof); provided, that, the Indemnifying Party shall 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, unless such settlement includes a full release of the Indemnified Party, in which case the indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. 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.

     6.4 Indemnification of Gilead and UTC by Lilly. If and solely to the extent, legally required by the Archemix-Gilead Collaboration Agreement, Lilly 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, storage or transport, by Lilly or its Affiliates of (a) any Active Aptamers, or (b) any other products, services or activities developed by Lilly relating to the Archemix Patent Rights, including any Active Aptamers.

     6.5 Warranty Disclaimer. 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 NONINFRINGEMENT. NEITHER PARTY MAKES ANY WARRANTIES AS TO THE VALIDITY OR ENFORCEABILITY OF THE PATENT RIGHTS LICENSED BY SUCH PARTY TO 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.

20

     6.6 Limited Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT WITH RESPECT TO THE PARTYS’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.1, 6.2 AND/OR 6.4, 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.

7. TERM AND TERMINATION

     7.1 Term; Expiration. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue, unless earlier terminated as provided herein, until the latest of (a) to the extent that the Feasibility Study Option is not exercised under this Agreement, the expiration of the Feasibility Study Option Period; and (b) to the extent the Feasibility Study Option is exercised under this Agreement until the expiration of the Feasibility Study Term.

     7.2 Termination.

          7.2.1 Unilateral Right to Terminate. Lilly shall have the right to terminate this Agreement, for any reason, effective immediately upon written notice to Archemix.

          7.2.2 Termination for Challenge. In the event Lilly, its Affiliates and/or Sublicensees initiates a Challenge or assists a Third Party in initiating a Challenge, Archemix shall have the right to terminate this Agreement, effective immediately upon written notice to Lilly.

          7.2.3 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, if curable, remains uncured for [***] days 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.

          7.2.4 Termination for Insolvency. Each Party shall give the other Party reasonable prior notice of the filing with respect to itself of any voluntary petition, and prompt notice of the filing with respect to itself of any involuntary petition, under any bankruptcy laws. In the event that either Party: (a) files for protection under bankruptcy laws; (b) makes an assignment of all or substantially all of its assets for the benefit of creditors; (c) appoints or suffers appointment of a receiver or trustee over all or substantially all of its assets; and (d) files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within [***] days of the filing thereof (each of (a)-(d), a “Bankruptcy Action”), then the other Party may terminate this Agreement effective immediately upon written notice to such Party. 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.

     7.3 Consequences of Termination of Agreement. In the event of the 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.

21

this Agreement pursuant to this Article 7, the following provisions shall apply:

               (a) all rights granted by Archemix to Lilly under this Agreement (including under the Feasibility Study Option and the Collaboration/License Option) shall immediately terminate and Archemix shall have no further obligations under Sections 2.2, 2.4 or 2.5;

               (b) the license granted by Lilly to Archemix pursuant to Section 2.1.1(b) hereunder shall continue and survive in full force and effect (except in the event of termination by Lilly under Section 7.2.3 during the Feasibility Study Term or the Collaboration/Negotiation License Period when such license shall be revocable by Lilly);

               (c) Lilly shall promptly return all Confidential Information of Archemix; provided, that, Lilly may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and

               (d) Archemix shall promptly return all Confidential Information of Lilly; provided, that, Archemix may retain one (1) copy of Confidential Information of Lilly in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

     7.4 Remedies. Except as otherwise expressly set forth in this Agreement, the termination provisions of this Article 7 are in addition to any other relief and remedies available to either Party at law.

     7.5 Surviving Provisions. Notwithstanding any provision herein to the contrary, the rights and obligations of the Parties set forth in Articles 3, 4 and 6 and Sections 2.1.1(b), 7.3, 7.4, 7.5, 9.1 and 9.2, as well as any rights or obligations otherwise accrued hereunder (including any accrued payment obligations), shall survive the expiration or termination of the Term.

8. DISPUTES

     8.1 Negotiation. The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the Term that relates to either Party’s rights and/or obligations hereunder. In the event of the occurrence of such a dispute, either Party may, by written notice to the other Party, have such dispute referred to their respective senior officials designated below or their successors or designees, for attempted resolution by good faith negotiations within [***] days after such notice is received. Said designated senior officials are as follows:

     For Lilly:           [***]

     For Archemix:      [***]

     8.2 Arbitration; Negotiation Disputes.

          8.2.1 Arbitration. Subject to Section 8.2.2 below, any dispute, controversy or claim initiated by either Party arising out of, resulting from or relating to this Agreement or the performance by either Party of its obligations under this Agreement (excluding Negotiation

Portions of this Exhibit were omitted and have been 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

Disputes), whether before or after termination of this Agreement, shall be finally resolved by binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. Any such arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) by a panel of three arbitrators appointed in accordance with such rules. Any such arbitration shall be held in Boston, Massachusetts if such arbitration is demanded by Lilly and in Indianapolis, Indiana if such arbitration is demanded by Archemix. The method and manner of discovery in any such arbitration proceeding shall be governed by the laws of the State of Delaware. The arbitrator shall have the authority to grant injunctions and/or specific performance and to allocate between the Parties the costs of arbitration in such equitable manner as they determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, pending the selection of the arbitrators hereunder or pending the arbitrators’ determination of any dispute, controversy or claim hereunder.

          8.2.2 Negotiation Disputes. To the extent a Negotiation Dispute arises pursuant to Section 2.5.2, the following procedures shall apply:

               (a) The Parties shall mutually select a single independent, conflict-free arbitrator (the “Third Party Expert”), who shall have sufficient background and experience in pharmaceutical product research and collaboration agreements and who (and whose firm) is not at the time of the Negotiation Dispute and did not at any time during the [***] years prior to the Negotiation Dispute perform services for either Party, to resolve the Negotiation Dispute. If the Parties are unable to reach agreement on the selection of a Third Party Expert within [***] business days after submission to arbitration, then either or both Parties shall immediately request that the AAA select an arbitrator with the requisite background and experience. 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 Third Party Expert within [***] days of the selection of the Third Party Expert. Upon receipt of such summaries from each Party, the Third Party Expert shall provide copies of the same to the other Party. Within [***] days of the delivery of such summaries by the Third Party 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 Third Party Expert. The Third Party Expert shall make a final decision with respect to the Negotiation Dispute within [***] days following receipt of the last of such rebuttal statements submitted by the Parties. [***] shall bear [***] percent ([***]%) of the costs and expenses and attorneys’ fees incurred in connection with the Negotiation Dispute.

9. MISCELLANEOUS

Portions of this Exhibit were omitted and have been 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

     9.1 Notification. All notices, requests 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 (a) delivered by hand, (b) made by facsimile transmission, (c) sent by private courier service providing evidence of receipt or (d) sent by registered or certified mail, return receipt requested, postage prepaid. The addresses and other contact information for the parties are as follows:

If to Lilly:	If to Archemix:
Eli Lilly and Company	Archemix Corp.
Lilly Corporate Center	300 Third Street
Indianapolis, Indiana 46285	Cambridge, MA 02142
	Tel: (617) 621-7700
Fax: 317-433-3000	Fax: (617) 621-9300
Attention: General Counsel	Attention: Chief Executive Officer
	Attention: Legal Department
	With a copy to:
	Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
	One Financial Center
	Boston, MA 02110
	Tel: (617) 542-6000
	Fax: (617) 542-2241
	Attn: John J. Cheney, Esq.

     All notices, requests 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 facsimile transmission, at the time that confirmation of receipt thereof has been received by the Party delivering such notice, (iii) if sent by private courier, on the day such notice is delivered to the recipient or (iv) if sent by registered or certified mail, on the fifth (5^th) business day following the day such mailing is made.

     9.2 Governing Law. This Agreement will be construed, interpreted and applied in accordance with the laws of the State of Delaware (excluding its body of law controlling conflicts of law).

     9.3 Limitations. Except as expressly set forth in this Agreement, neither Party grants to the other Party any right or license to any of its intellectual property.

     9.4 Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations, understandings and agreements between the Parties with respect to the subject matter hereof. No modification or amendment shall be effective unless in writing with specific reference to this Agreement and signed 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.

24

     9.5 Waiver. The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

     9.6 Headings. Section and subsection headings are inserted for convenience of reference only and do not form part of this Agreement.

     9.7 Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either Party without the prior express written consent of the other not to be unreasonably withheld, conditioned or delayed; provided, that, either Party may, without the written consent of the other, assign this Agreement and its rights and delegate its obligations hereunder to its Affiliates or in connection with the transfer or sale of all or substantially all of such Party’s assets or business to which this Agreement relates or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment in violation of this Section 9.7 shall be void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.

     9.8 Force Majeure. Neither Party 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 natural disasters or any causes beyond the reasonable control of such Party. In event of such force majeure, the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

     9.9 Construction. 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 all Parties hereto and not in favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement.

     9.10 Severability. If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed unenforceable under then current applicable law from time to time in effect during the Term hereof, it is the intention of the Parties that the remainder of this Agreement shall not be affected thereby; provided, that, a Party’s rights under this Agreement are not materially affected. The Parties hereto covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid, illegal or unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated.

     9.11 Status. Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee or joint venture relationship between 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.

25

     9.12 Further Assurances. Each Party agrees to execute, acknowledge and deliver such further instructions, 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.

     9.13 Counterparts. This Agreement may be executed simultaneously in one 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 caused this Agreement to be executed by their respective duly authorized representative in
two (2) originals.

ELI LILLY AND COMPANY		ARCHEMIX CORP.
By:	/s/ Steven M. Paul, M.D.	By:	/s/ John A. Harre
Name:	Steven M. Paul	Name:	John A. Harre
Title:	Executive VP Science & Technology	Title:	VP, Legal Affairs

Portions of this Exhibit were omitted and have been 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

Exhibit A

Feasibility Study Plan

Archemix-Lilly Feasibility Study

Objective: Demonstrate the [***].

Target choice: In evaluating potential targets for the feasibility study, it is worth considering (1) the [***], and (2) [***].

Potential competitive considerations. The [***] and [***] make the following [***] for an [***].

• [***]

• [***]

• [***]

• [***]

• [***]

Technical feasibility. Overall, there [***] to be [***] or [***] have been [***], and others. Some [***] that [***] include the following:

• [***]

• [***]

• [***]

• [***]

While [***] have been [***] and [***] in [***] remains [***] and, as such, [***] are [***] where [***]. Given all of the above [***].

Proposed research outline: The following table summarizes the key steps in the feasibility study, including responsibilities and the projected timeline.

Activity	Responsibility	Timing	Description
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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-1

Schedule 1

AME Patent Rights

United States Patent Nos.	[***];
	[***];
	[***];
	[***];
	[***];
	[***];
	[***]	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.

Schedule 1-1

Schedule 2

Terms to be Included in Collaboration Agreement

Any Collaboration Agreement negotiated under the Collaboration/License Option will include the following pre-defined terms:

1. Initial Fee – Lilly will pay Archemix a non-refundable payment of [***] dollars $[***] for [***] within [***] days of the effective date of the Collaboration Agreement. [***].

2. Research Collaboration – Archemix will have the [***] for [***]. Lilly will [***]. The number of [***], but in any event shall be [***] shall be determined by [***].

3. Governance – A [***]. Activities will be conducted [***]. All technical/scientific decisions of the [***]; provided, however, that [***].

4. Diligence – Lilly and Archemix shall [***]. Lilly shall [***].

5. Milestones – Within [***] of a Product successfully completing each of the following events or stages, Lilly will pay Archemix the following non-refundable milestone payments. Milestones will be payable [***]. [***].

Milestones	Amount ($M)
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]	*
[***]		[***]	*
		[***]

*	[***]
	[***].

If payment is made [***].

6. Royalties – For each Licensed Product, Lilly will pay Archemix [***] the following royalties on net sales of Licensed Products during the applicable Royalty Term.

Annual Tiered Net Sales	Royalties on Sales Increments
$[***]		[***]	%
$[***]		[***]	%
$[***]		[***]	%

The annual sales increments 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.

Schedule 2-1

7. Royalty Term – The royalty bearing period for each Licensed Product will [***] or [***], whichever is longer. [***].

8. Termination – Lilly will have the right to [***]. Upon termination of the agreement, the [***]. For clarity, the [***].

9. Other Targets – [***], Lilly and Archemix may include [***].

10. Confidential Information, IP Ownership – During the term of the Collaboration Agreement and for a period of [***] after the end of the term, either party receiving confidential information from the other party will (a) maintain in confidence such confidential information to the same extent that the receiving party maintains its own proprietary information of similar kind and value [***], (b) use such confidential information only for purposes of the agreement, and (c) not to disclose such confidential information to any third party without prior written consent of the other party.

     All Archemix confidential information, Archemix technology, and improvements to the SELEX technology (including without limitation the SELEX process), aptamer generic technology and aptamers developed in the course of performing the research and development program, [***]. All Lilly confidential information and Lilly technology [***].

     For clarity, Archemix shall [***] (i) [***] and (ii) [***].

11. Change in Control – The agreement will contain change of control provisions [***].

12. Press Release – If warranted, Archemix and Lilly will [***].

13. Additional Terms – The Agreement would also include [***]. The Collaboration Agreement will be governed by and construed in accordance with the laws of the State of Delaware.

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

Schedule 2-2

Schedule 3

Archemix SELEX Portfolio

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-1

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-2

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-3

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-4

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-5

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-6

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-7

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-8

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-9

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-10

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-11

	Archemix					Title/Subject
Mintz Ref. No.	Ref. No.	Status	Appl. Number	Filing Date	Country	Matter
[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 3-12

Schedule 4

Gilead SELEX Portfolio

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 4-1

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 4-2

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 4-3

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]

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

Schedule 4-4

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]			[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 4-5

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 4-6

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]

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

Schedule 4-7

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]			[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]			[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 4-8

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]

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

Schedule 4-9

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]

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

Schedule 4-10

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]

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

Schedule 4-11

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS	FILE	ISSUE
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]
[***]	[***]	[***]		[***]	[***]	[***]

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

Schedule 4-12

EX-10.48

Exhibit 10.48

Execution Copy

EXCLUSIVE LICENSE AGREEMENT

     This Exclusive License Agreement (this “Agreement”) is made effective as of December 10, 2007 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and Ribomic, Inc., a corporation organized under the laws of Japan with offices at 3-15-5-601 Shirokanedai, Minato-Ku, Tokyo 108-007 Japan (“Ribomic”). Archemix and Ribomic are each sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

     WHEREAS, Archemix is the owner of or otherwise controls, certain patents and proprietary technology;

     WHEREAS, Ribomic desires to obtain an exclusive license from Archemix under such patents and technology to develop and commercialize certain products; and

     WHEREAS, Archemix desires to grant such license to Ribomic on the terms and subject to the conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

     Whenever used in the Agreement with an initial capital letter, the terms defined in this Article 1 shall have the meanings specified.

     1.1 “Acceptance”means (a) with respect to the United States, [***] days from the date an 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 (b) 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 product launch.

     1.2 “Adverse Event” means any untoward, undesired or unplanned medical occurrence in a human clinical trial subject or patient, which occurrence has a temporal relationship to administration of a Licensed Product, whether or not considered related to the Licensed 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 Licensed 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 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.

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

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

     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 may be in effect from time to time during the Term and are applicable to a particular activity hereunder.

     1.6 “Applicable Sublicense Income Rate”means (a) with respect to any Early Stage Sublicense Agreement, [***] percent ([***]%) and (b) with respect to any Late Stage Sublicense Agreement, [***] percent ([***]%).

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

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

     1.9 “Calendar 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.

     1.10 “Calendar Year” means the period beginning on the Effective Date and ending on December 31 of the year in which the Effective Date falls and thereafter each successive period of twelve (12) months commencing on January 1 and ending on December 31.

     1.11 “Challenge” means any challenge to the validity or enforceability of any Licensed Patent Right in the absence of a breach of this Agreement including, without limitation, by (a) filing a declaratory judgment action in which any Licensed Patent Right is alleged to be invalid or unenforceable; (b) citing prior art pursuant to [***], filing a request for re-examination of any Licensed Patent Right pursuant to [***] and/or [***] or provoking or becoming party to an interference with an application for any Licensed Patent Right pursuant to [***]; or (c) filing or commencing any reexamination, opposition, cancellation, nullity or similar proceedings against any Licensed Patent Right in any country.

     1.12 “Commercially Reasonable Efforts” means, with respect to activities of Ribomic under this Agreement, the efforts and resources customarily used by similarly sized biotechnology companies in the performance of such activities for other products owned by such companies which are of similar market potential and at a similar stage of development, taking into account the competitiveness of the market place, the regulatory structure involved and other relevant and material factors.

     1.13 “Commercialization Regulatory Approval” means, with respect to any Product, the Regulatory Approval required by Applicable Laws to sell such Licensed 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

Portions of this Exhibit were omitted and have been 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

of an NDA for the first Indication 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.

     1.14 “Commercialization Regulatory Filing”means, with respect to any Licensed Product, the filing required to obtain Commercialization Regulatory Approval for use in the Field in a country or region in the Territory.

     1.15 “Completion” means, with respect to a clinical trial, the closing of the database with respect to the applicable clinical trial.

     1.16 “Confidential Information” means all information and Technology disclosed or provided by, or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or to any of the Receiving Party’s employees, consultants, Affiliates or sublicensees pursuant to or in connection with this Agreement; 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 to such Receiving Party; (b) as of the date of disclosure it is in the public domain or it subsequently enters the public domain other than through a breach by the Receiving Party or its Affiliates of a contractual obligation; (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 or its Affiliates as demonstrated by credible written documentation. For purposes of clarity, unless excluded from Confidential Information pursuant to the provisos of the preceding sentence, any scientific, technical or financial information Controlled by a Disclosing Party and disclosed at any meeting of the Parties or disclosed through an audit report shall constitute Confidential Information of the Disclosing Party.

     1.17 “Control” or “Controlled” means 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.

     1.18 “Defined Territory” means, collectively, the United States, any E5 Country and Japan.

     1.19 “Derived” means identified, developed, created, synthesized, designed, resulting or generated from, conjugated to, or complexed with (whether directly or indirectly or in whole or in part).

     1.20 “Development” and “Develop” means, with respect to any Licensed Product, all activities with respect to such Licensed Product relating to the development in connection 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.

3

seeking, obtaining and/or maintaining Commercialization Regulatory Approval for such Licensed Product in the Field in the Territory, including, without limitation, all pre-clinical research and development activities, all human clinical studies, all activities relating to developing the ability to manufacture any Licensed Product or any component thereof (including, without limitation, process development work), and all other activities relating to seeking, obtaining and/or maintaining any Regulatory Approvals from the FDA and/or any Foreign Regulatory Authority.

     1.21 “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.

     1.22 “Diagnostics” means In Vitro Diagnostics, In Vivo Diagnostic Agents and any product used for Diagnosis.

     1.23 “Early Stage Sublicense Agreement”means any Sublicense Agreement that is not a Late Stage Sublicense Agreement.

     1.24 “E5 Country” means each of the United Kingdom, Germany, France, Italy and Spain.

     1.25 “Existing License Agreement”means the Non-Exclusive IgG Antibody Purification License Agreement dated as of October 31, 2006, by and between Ribomic and Archemix.

     1.26 “Field” means the prevention, treatment or cure of any Indication in animals and humans, but excluding, without limitation, Diagnostic Products, In Vivo Imaging Applications and all non-therapeutic uses.

     1.27 “First Commercial Sale” means, on a country-by-country basis, the date of the first arm’s length transaction, transfer or disposition for value to a Third Party of a Licensed Product by or on behalf of, Ribomic, its Affiliate(s) or Sublicensee(s) in such country after obtaining the Commercialization Regulatory Approval for the Licensed Product. For purposes of clarity, the use of any Licensed Product in clinical trials, pre-clinical studies or other research or development activities or the disposal or transfer of a Licensed Product for a bona fide charitable purpose or for purposes of a commercially reasonable sampling program shall not be deemed to be an arm’s length transaction, transfer or disposition for value for purposes of this definition.

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

     1.29 “Full Royalty Net Sales”means Net Sales in any country in which the Full Royalty Term has not expired.

     1.30 “Full Royalty Term”means, with respect to each Licensed Product in each country in the Territory, the period beginning on the date of First Commercial Sale of such Licensed Product in such country and ending on the expiration of the last to expire Valid 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.

4

of the Licensed Patent Rights in such country.

     1.31 “IND” means an investigational new drug application (as defined in Title 21 of the United States Code of Federal Regulations, as amended from time to time) filed or to be filed with the FDA with regard to any Licensed Product and any 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 Licensed Product in humans in such country or region.

     1.32 “Indication” means any indication, disease, disorder or condition in the Field, which can be treated, controlled, prevented, cured or the progression of which can be delayed.

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

     1.34 “In Vitro Diagnostics” means the use of the SELEX Process or Aptamers 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 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); (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 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 shall exclude any of the above-described uses in this Section 1.34(c) conducted in the Development of Program Aptamers under this Agreement.

     1.35 “In Vivo Diagnostics” means the use of any product containing one or more Aptamers 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.

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

     1.37 “Joint Technology” means any Technology (including, without limitation, any new and useful process, method of manufacture or composition of matter) that is jointly conceived or first reduced to practice (actively or constructively) by employees of or consultants

Portions of this Exhibit were omitted and have been 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

to Ribomic and employees of or consultants to Archemix at any meeting of the DC.

     1.38 “Knowledge” means, with respect to Archemix, the actual knowledge of the chief executive officer, any vice president or the chief legal officer of Archemix.

     1.39 “Late Stage Sublicense Agreement”means any Sublicense Agreement involving a Licensed Product that is executed on or after the Initiation of a Phase II Clinical Trial with respect to such Licensed Product.

     1.40 “Licensed Patent Rights” means all Patent Rights Controlled by Archemix or any of its Affiliates during the Term that cover or claim Licensed Products in the Field including, without limitation, the Development, manufacture, use, offer for sale, sale or importation thereof. For purposes of clarity, the Licensed Patent Rights, as of the Effective Date, include without limitation the Patent Rights listed on Exhibit A attached hereto.

     1.41 “Licensed Product” means any pharmaceutical product containing, incorporating, comprised of, identified through the material use of or Derived from, in whole or in part, any Program Aptamer.

     1.42 “Licensed Technology” means any Technology Controlled by Archemix or any of its Affiliates during the Term that is necessary or useful for the Development, manufacture, use, offer for sale, sale or importation of Licensed Products in the Field.

     1.43 “Major Market Country”means each of the United States, the United Kingdom, Germany, Spain, France, Italy, Canada and Japan.

     1.44 “Net Sales” means the gross amount billed or invoiced by Ribomic or any of its Affiliates or Sublicensees to Third Parties throughout the Territory for sales or other dispositions or transfers for value of Licensed Products less (i) allowances for normal and customary trade, quantity and cash discounts actually allowed and taken, and inventory management fees paid to wholesalers and distributors; (ii) transportation, insurance and postage charges, if paid by Ribomic or any Affiliate or Sublicensee and included on any such Person’s bill or invoice as a separate item; (iii) credits, chargebacks, retroactive price reductions, rebates and returns, to the extent actually allowed; (iv) negotiated payments made to private sector and government Third Party payors (e.g., PBMs, HMOs and PPOs) and purchasers/providers (e.g., staff model HMOs, hospitals and clinics), regardless of the payment mechanism, including, without limitation, off-invoice, rebate, chargeback and credit mechanisms, 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”); (v) discounts paid under discount prescription drug programs and reductions for coupon and voucher programs; and (vi) 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 Licensed Product and actually paid by Ribomic or any of its Affiliates or Sublicensees. In addition, Net Sales are subject to the following:

          (a) If Ribomic or any of its Affiliates or Sublicensees effects a 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.

6

disposition or transfer of a Licensed Product to a customer in a particular country as part of a package of Licensed Products and services (but not in a Combination Product), the Net Sales of such Licensed Product to such customer shall be deemed to be “the fair market value” of such Licensed Product less applicable discounts pursuant to this definition of Net Sales. For purposes of this subsection (a), “fair market value” shall mean the fraction (A/A+B), where A equals the value that would have been derived had such Licensed Product been sold as a separate Licensed Product to another customer in the country concerned on customary commercial terms, during the applicable Calendar Quarter in the country concerned, and B equals the aggregate value that would have been derived had the other components of such package been sold as separate products to another customer in the country concerned on customary commercial terms, during the applicable Calendar Quarter in the country concerned.

          (b) In the case of pharmacy incentive programs, hospital performance incentive program chargebacks, disease management programs, similar programs or discounts on “bundles” of Licensed Products, all discounts and the like shall be allocated among Licensed Products on the basis of 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 Licensed Products.

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

          (d) Sales or transfers of Licensed Product among Ribomic, its Affiliates and Sublicensees for the purpose of subsequent resale to Third Parties shall not be included in Net Sales; with respect to such sales or transfers, the gross amounts billed or invoiced in connection with the subsequent resale to Third Parties will be included in the calculation of Net Sales.

     In the event that a Licensed Product under this Agreement is sold in combination (“Combination Product”) with another ingredient or component 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 (a “Supplemental Component”), then “Net Sales,” for purposes of determining royalty payments on the Combination Product, shall be calculated using one of the following methods:

          (y) By multiplying the Net Sales of the Combination Product (calculated prior to the application of this formula) by the fraction C/C+D, where C is the average gross selling price, during the applicable Calendar Quarter in the country concerned, of the Licensed Product when sold separately, and D is the average gross selling price, during the applicable Calendar Quarter in the country concerned, of the Supplemental Component(s) when sold separately; or

          (z) In the event that no such separate sales are made of the Licensed Product or any of the Supplemental Components in such Combination Product during the applicable Calendar Quarter in the country concerned, Net Sales, for the purposes of determining royalty payments, shall be calculated using the above formula where C is the reasonably estimated commercial value of the Licensed Product sold separately, during the applicable Calendar Quarter in the country concerned, and D is the reasonably estimated commercial value of the Supplemental Components sold separately, during the applicable Calendar Quarter in the country

Portions of this Exhibit were omitted and have been 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

concerned,. Any such estimates shall be determined using criteria to be mutually agreed upon by the Parties. Such estimates shall be reported to Archemix in the reports to be provided pursuant to Section 4.5.1 hereof. If the Parties are unable to agree on the criteria for determining such estimates, either Party may submit such dispute for resolution pursuant to the provisions of Section 10.2.2.

     1.45 “Non-Royalty Term” means, with respect to each Licensed Product that has been sublicensed under a Sublicense Agreement, the period commencing on the Effective Date and continuing on a Licensed Product-by-Licensed Product and country-by-country basis until the date on which no further payments of Sublicense Income are received by Ribomic.

     1.46 “Partial Royalty Net Sales”means Net Sales in any country in which the Full Royalty Term has expired but the Partial Royalty Term has not expired.

     1.47 “Partial Royalty Term”means, with respect to each Licensed Product in each country in the Territory, the period commencing on the day after the last day of the Full Royalty Term for such Licensed Product in such country and expiring ten (10) years from the date of the First Commercial Sale of such Licensed Product in such country.

     1.48 “Patent Rights” means all rights and interests in and to issued patents and pending patent applications including, without limitation, 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.

     1.49 “Permitted Archemix 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 than a Program Target; and (b) any grant by Archemix to any Third Party of rights to discover, develop and/or commercialize aptamers that bind to Targets (including Program Targets) outside of the Field.

     1.50 “Permitted Ribomic Activities”means, on a country-by-country and Valid Claim-by-Valid Claim basis, any activity conducted by Ribomic or any of its Affiliates or Sublicensees (a) involving the discovery, research, development and commercialization of aptamers in a country for use in the Field against any Target other than the Program Target at any time on and after the expiration of the last to expire applicable Valid Claim of the Licensed Patent Rights in such country or (b) pursuant to the terms of the Existing License Agreement, for so long as the Existing License Agreement continues in full force and effect.

     1.51 “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.

Portions of this Exhibit were omitted and have been 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

     1.52 “Phase I Clinical Trial” means a clinical trial conducted in healthy humans, which clinical trial is designed to initially explore 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.

     1.53 “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.

     1.54 “Phase IIa Clinical Trial”means, as to a particular Licensed Product, the portion of a Phase II Clinical Trial which contains a sufficient number of subjects to generate sufficient data (if successful) to commence a Phase IIb or a Phase III Clinical Trial of such Licensed Product or otherwise satisfies the proof of concept applicable to such Licensed Product.

     1.55 “Phase IIb Clinical Trial”means, as to a particular Licensed Product, the portion of a Phase II Clinical Trial which contains a sufficient number of subjects to generate sufficient data (if successful) to commence a Phase III Clinical Trial of such Licensed Product or act as a basis for obtaining Commercialization Regulatory Approval of such Licensed Product.

     1.56 “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 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 FDA in the United States or pertinent Foreign Regulatory Authority in a country outside the United States.

     1.57 “Program Aptamer” means any Aptamer that binds to a Program Target and any Aptamer(s) Derived therefrom that binds to a Program Target.

     1.58 “Program Target” means the protein [***], as more fully described on Schedule 1 attached hereto.

     1.59 “Radio Therapeutics” 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.

     1.60 “Regulatory Approval” means any and all approvals (including pricing and reimbursement approvals), product and establishment licenses, registrations or authorizations of any kind of the FDA or any Foreign Regulatory Authority necessary for the development, pre-clinical and/or human clinical testing, manufacture, quality testing, supply, use, storage, importation, export, transport, marketing and sale of a Licensed Product (or any component

Portions of this Exhibit were omitted and have been 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

thereof) for use in the Field in any country or other jurisdiction in the Territory.

     1.61 Ribomic SELEX Patent Rights” means any Patent Rights that contain one or more claims that cover Ribomic SELEX Technology. For purposes of clarity, the Ribomic SELEX Patent Rights, as of the Effective Date, include without limitation the Patent Rights listed on Exhibit B attached hereto.

     1.62 Ribomic SELEX Technology” means any Technology that is Controlled by Ribomic as of the Effective Date or during the Term relating to or constituting aptamer compositions or that is useful for the identification, generation, modification, optimization, stabilization or use of aptamers.

     1.63 “ROFR Period”means the period commencing on the Effective Date and continuing until the date of execution by Ribomic of a Sublicense Agreement involving any Licensed Product and containing Minimum Acceptable Financial Terms.

     1.64 “Royalty Term”means, with respect to each Licensed Product in each country in the Territory, the period beginning on the first day of the Full Royalty Term for such Licensed Product in such country and ending on the last day of the Partial Royalty Term for such Licensed Product in such country.

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

     1.66 “SELEX Process” means any process 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, those that are covered by the claims in (a) the SELEX Portfolio, including, without limitation, U.S. Patent Nos. [***] or [***], (b) any other Patent Rights Controlled by Archemix or (c) any continuation, divisional, continuation-in-part, substitution, renewal, reissue, re-examination or extension, or any foreign equivalent, of any of the foregoing Patent Rights.

     1.67 “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, pegylation, complexation, substitution, deletion and/or incorporation of modified nucleotides.

     1.68 “Sublicense Agreement”means any agreement between Ribomic and a Sublicensee.

     1.69 “Sublicensee” means any Third Party to which Ribomic grants a sublicense of some or all of the rights granted to Ribomic under this Agreement.

     1.70 “Sublicense Income”means [***] consideration and payments (including all upfront payments, milestone payments, and license or maintenance payments) received by Ribomic from any Sublicensees excluding (a) payments [***] a Sublicensee which are required to be used to [***] or [***] to be [***] by such Party [***] to a [***] for [***] which has been agreed to with the Sublicensee to the extent that the [***] for such [***] do not [***] the then [***] thereof, (b) payments made in consideration of the [***] of Ribomic to the extent 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.

10

[***] for [***] does not [***] the then [***] thereof and (c) [***] on [***] by such Sublicensee made to Ribomic pursuant to the terms of the applicable sublicense agreement. Notwithstanding the foregoing, if a Sublicensee [***] of Ribomic and the [***] of [***] of [***] or if [***] to [***] and [***] the [***] of such [***] (such [***] being referred to as the [***]), then such [***] shall be [***] as [***]. For purposes of Section 1.70(b), the “Fair Market Value” of Ribomic’s shares on the date of sale shall be determined as follows: (i) if such shares are publicly traded on a recognized securities exchange or over the counter market, the fair market value of such shares shall be the closing price of such shares reported on the applicable date of sale; (ii) if such shares are not publicly traded on a recognized securities exchange or over the counter market, the Fair Market Value shall be the price per share of such shares paid on the date of sale or within three (3) months prior to the date of sale by a third party having no interest in Ribomic other than as a result of having purchased such shares; and (iii) if neither (i) or (ii) are applicable, the Fair Market Value shall be the price per share that a willing buyer would pay to a willing seller in an arm’s length transaction. If the Parties are unable to agree on Fair Market Value under clause (iii), the matter will be resolved in accordance with Section 10.2.2. For purposes of Section 1.70(a), the term “Fair Market Value” with respect to research and development funding shall mean the reasonable value of the applicable research and development activities based on full-time equivalent or other cost-accounting methodologies that are consistent with the approved budget and then-applicable current industry practices.

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

     1.72 “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 any negative results).

     1.73 “Territory” means all countries and jurisdictions of the world.

     1.74 “Third Party” means any person or entity other than Ribomic, Archemix and their respective Affiliates.

     1.75 “ULEHI” means University License Equity Holdings, Inc., formerly known as UTC.

     1.76 “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, Inc.

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

     1.78 “Valid Claim” means any claim of a pending patent application or an issued, unexpired patent covered under the Licensed Patent Rights which, but for the license granted by Archemix hereunder, would be infringed by the discovery, research, manufacture, use, 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.

11

import, offer for sale or sale of a Licensed Product or any component thereof, to the extent that such application or patent (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, or (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
AAA	10.2.1
Agreement	Recitals
Archemix	Recitals
Archemix License	2.1.2(a)
Archemix Indemnitees	8.1
Bankruptcy Action	9.2.4
Claims	8.1
Covered License Product	4.2.2
DC (Diligence Committee)	3.4
Development Plan	3.2
Disclosing Party	1.16
Dispute	10.2.1
Early Stage-Sublicensed Product	4.2.3(a)
Effective Date	Recitals
Expert	10.2.2(a)
Filing Party	6.4.3
Gilead Indemnitee	8.3
Indemnified Party	8.2
Indemnifying Party	8.2
Infringement	6.5.1
Infringement Notice	6.5.1
Minimum Acceptable Financial Terms	3.6
Non-Filing Party	6.4.3
Oncology Option	3.7
Oncology Option Notice	3.7
Oncology Option Termination Date	3.7
Party	Recitals
Parties	Recitals
Ribomic Patent Rights	6.2
Receiving Party	1.16
Required Jurisdictions	6.4.2
Ribomic	Recitals
ROFR Notice	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.

12

Definition	Section
ROFR Response	3.6
Specific Diligence Obligations	3.1.2(b)
Sublicense Income Payments	4.4.1
Term	9.1
Third Party Negotiation Period	3.6

2. GRANT OF RIGHTS

     2.1 Licenses.

          2.1.1 Grant of Rights to Ribomic.

               (a) Grant of License. Archemix hereby grants to Ribomic an exclusive, royalty-bearing license, including the right to grant sublicenses in accordance with Section 2.1.1(c), under the Licensed Patent Rights and Licensed Technology, to Develop, have Developed, make, have made, use, have used, sell, offer for sale, distribute for sale, have sold, import, have imported, export and have exported Licensed Products in the Territory, for any and all uses within the Field, subject to the terms and conditions of this Agreement. For purposes of clarity, Ribomic shall have no rights under this Agreement to use the SELEX Process and SELEX Technology, alone or with a Third Party, except for the sole purpose of identifying and modifying Program Aptamers for use in the Field.

               (b) Negative Covenant. Ribomic is not granted the right to, and hereby covenants and agrees that neither it nor its Affiliates will (i) use the SELEX Process or SELEX Technology (A) on any Target that is not the Program Target and (B) except for the purpose of identifying or modifying Program Aptamers and/or for the conduct by Ribomic of Permitted Ribomic Activities as expressly permitted under this Agreement, (ii) research, develop, make, have made, use, have used, sell, offer for sale, have sold, distribute for sale, import, have imported, export or have exported Diagnostics or (iii) perform any research or development on Program Aptamers for any use outside of the Field. Notwithstanding the foregoing, Ribomic shall not be restricted by this Section 2.1.1(b) from engaging in any (i) Permitted Ribomic Activities or (ii) activity in which Ribomic is permitted to engage pursuant to a license, sublicense or other right granted to Ribomic in any agreement other than this Agreement (including, without limitation, the Existing License Agreement) with respect to the SELEX Portfolio, the SELEX Process, SELEX Technology or Aptamers, whether granted by Archemix, or any Third Party having the right to grant such license, sublicense or other right. To the extent Ribomic or its Affiliates engages in any activities in violation of the negative covenant set forth in this Section 2.1.1(b) during the Term and files any patent applications or obtains any Patent Rights related to or arising out of such activities then, without limiting any other remedy Archemix may have under this Agreement and without any further action of either Party, Ribomic shall be deemed to have granted to Archemix, effective as of the date of any such filing, an exclusive, fully-paid, perpetual, irrevocable, royalty-free license under all such Patent Rights for any and all uses.

               (c) Right to Sublicense. Ribomic shall have the right to grant sublicenses to all or any portion of its rights under the license granted pursuant to Section 2.1.1(a); provided, that, (i) Archemix shall be notified of the grant of each such sublicense, (ii) each such sublicense shall be subject to, and consistent with, the terms and conditions of this Agreement, (iii) each such sublicense shall include the following provisions 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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(with appropriate modifications to account for the identities of the parties to such sublicense): Sections 2.1.1(b) (Negative Covenant), 2.1.2(d) (Reversion of License Rights), 2.1.2(e) (Gilead-Archemix License Agreement), Section 3.5 (Notice of Certain Events), 6.6 (Effect of Challenge) and 9.2.2 (Termination for Challenge), (iv) upon termination of this Agreement, any such sublicense shall be considered a direct license from Archemix as provided in Section 9.3 hereof, and (v) Ribomic shall provide Archemix with a copy of each Sublicense Agreement within thirty (30) days of execution.

               (d) Reversion of License Rights. Ribomic acknowledges and agrees that each of the URC License Agreement and the Gilead-Archemix License Agreement provides that the Archemix rights in the SELEX Process or the SELEX Technology and the SELEX Portfolio may revert to Gilead or ULEHI if Archemix, its Affiliates and all assignees and sublicensees cease to exercise reasonable efforts to develop the commercial applications of products and services utilizing the SELEX Process or the SELEX Technology. Ribomic further acknowledges and agrees that the URC License Agreement provides that in the event of any termination of the URC License Agreement, the license to SELEX granted to Ribomic hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, Ribomic is not then in breach of this Agreement and Ribomic agrees to be bound to ULEHI as the licensor under the terms and conditions of this Agreement. Archemix shall inform Ribomic of such event immediately after the Archemix rights revert to Gilead or ULEHI.

               (e) Gilead-Archemix License Agreement. Ribomic acknowledges and agrees that the Gilead-Archemix License Agreement provides that in the event of any termination of the Gilead-Archemix License Agreement, the license to SELEX granted to Ribomic hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement; provided, that, Ribomic agrees to be bound to Gilead as the licensor under the terms and conditions of this Agreement; provided, that, if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Ribomic, Gilead, at its option, may terminate such license. Archemix shall inform Ribomic of such event promptly after the Gilead-Archemix License Agreement is terminated.

          2.1.2 Grant of Rights to Archemix.

               (a) Grant of License. Subject to the other terms of this Agreement, Ribomic hereby grants to Archemix a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, worldwide license, with the right to grant sublicenses, under Ribomic SELEX Technology and Ribomic Patent Rights (i) to research, develop, make, have made, use, have used, sell, offer for sale, have sold, import, have imported, export, have exported, and commercialize Aptamers for any and all purposes, and (ii) for any and all uses of the SELEX Process and SELEX Technology (the “Archemix License”); provided, however, that the licenses in clause (i) and (ii) shall not apply to Program Aptamers or include any specific aptamer sequences that are identified through the conduct by Ribomic of the Permitted Ribomic Activities.

               (b) Covenant. Ribomic covenants and agrees to register the non-exclusive license granted to Archemix under Section 2.1.2(a) under Japanese Patent No. 2,763,958 with the Japan Patent Office as soon as practicable after the Effective Date and to provide Archemix with prompt notice of such registration. Archemix shall reasonably cooperate

Portions of this Exhibit were omitted and have been 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 Ribomic to assist in the preparation and execution of the registration and all formal documents to effect such registration, at Ribomic’s sole cost and expense, if any.

     2.2 No Other Rights. Ribomic is not granted any rights to use or otherwise exploit Licensed Patent Rights or Licensed Technology except as set forth in this Agreement and Archemix is not granted any rights to use or otherwise exploit Ribomic SELEX Technology or Ribomic Patent Rights except as set forth in this Agreement.

     2.3 Exclusivity; Additional Targets.

          2.3.1 Exclusivity.

               (a) Archemix Restrictions. During the Term, neither Archemix nor any of its Affiliates will, alone or with a Third Party, conduct any activity, or grant any Third Party a license to conduct any activity, for the purpose of researching, developing or commercializing any Program Aptamer or Licensed Product in the Field in the Territory. Notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 2.3.1(a) shall not apply to the conduct by Archemix or any of its Affiliates of Permitted Archemix Activities.

               (b) Ribomic Restrictions. During the period commencing on the Effective Date and continuing until the later of the termination or expiration of this Agreement and the expiration of the Full Royalty Term, neither Ribomic nor any of its Affiliates will, alone or with a Third Party, conduct any activity or grant any Third Party a license to conduct any activity, for the purpose of researching, developing or commercializing any aptamer other than a Program Aptamer for use in the Field in the Territory as contemplated by this Agreement. Notwithstanding the above, Ribomic may conduct the Permitted Ribomic Activities.

3. RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS.

     3.1 Research, Development and Commercialization.

          3.1.1 Responsibility. From and after the Effective Date, Ribomic shall have full control and authority over the research, Development and commercialization of Licensed Products in the Field in the Territory, including, without limitation, (a) all pre-clinical research activities (including any pharmaceutical development work on formulations or process development relating to any Licensed Product), (b) all activities related to the conduct of human clinical trials relating to any Licensed Product, (c) all activities relating to manufacture and supply of Licensed Products (including all required process development and scale up work with respect thereto), (d) all marketing, promotion, sales, distribution, import and export activities relating to any Licensed Product, and (e) all activities relating to any regulatory filings, registrations, applications and Regulatory Approvals relating to any of the foregoing. Ribomic shall own all data, results and all other information arising from any such activities under this Agreement, including, without limitation, all regulatory filings, registrations, applications and Regulatory Approvals relating to Licensed Products, and all of the foregoing information, documentation and materials shall be considered Confidential Information and Technology solely owned by Ribomic. All activities relating to Development and commercialization of Licensed Products under this Agreement shall be undertaken at Ribomic’s sole cost and expense,

Portions of this Exhibit were omitted and have been 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

except as otherwise expressly provided in this Agreement.

          3.1.2 Diligence.

               (a) General Diligence Obligations. Ribomic will exercise Commercially Reasonable Efforts in Developing and commercializing Licensed Products in the Field and in undertaking investigations and actions required to obtain Regulatory Approvals necessary to market such Licensed Products in the Field in each of the United States, each of the E5 Countries and in Japan, and in any other ex-United States markets, in addition to the E5 Countries and Japan, where Ribomic determines, in the exercise of Commercially Reasonable Efforts, that it is commercially reasonable to do so. In the event that Ribomic fails to use Commercially Reasonable Efforts as required hereunder then, on a Licensed Product-by-Licensed Product and country–by-country basis as to such Licensed Product in the United States or Japan and, with respect to any E5 Country, in all of the E5 Countries, (i) Archemix may, in its sole discretion (A) terminate the licenses granted under Section 2.1.1 of this Agreement for breach under Section 9.2.3 below or (B) convert the licenses granted under Section 2.1.1 of this Agreement from exclusive licenses to non-exclusive licenses, in either case only as such licenses apply to such Licensed Product in such country(ies) and, with respect to any E5 Country, in all of the E5 Countries, and (ii) to the extent Archemix exercises its rights under Section 3.1.2(a)(i)(A) or (B) with respect to a Licensed Product, Archemix’s exclusivity obligations under Section 2.3.1(a) shall terminate with respect to such Licensed Product in such country(ies).

               (b) Specific Diligence Obligations. Without limiting the generality of the provision of Section 3.1.2(a) above, Ribomic hereby agrees that it will achieve the specific milestones set forth in Schedule 2 attached hereto within the timelines set forth on such Schedule 2 (such obligations, the “Specific Diligence Obligations”). In the event that Ribomic fails to meet any of the Specific Diligence Obligations set forth in this Section 3.1.2(b) within the applicable timeline, but is otherwise in compliance with the provisions of Section 3.1.2(a) during the applicable diligence period specified above, then Archemix and Ribomic will negotiate in good faith an extension of the applicable milestone deadline for a period not to exceed [***] days from the applicable deadline date. If the Parties are unable to agree on such an extension within such negotiation period, then on a Licensed Product-by-Licensed Product and country-by-country basis as to such Licensed Product in such country and, with respect to any E5 Country, in all of the E5 Countries, (i) Archemix may, in its sole discretion (A) terminate the licenses granted under Section 2.1.1 of this Agreement for breach under Section 9.2.3 below or (B) convert the licenses granted under Section 2.1.1 of this Agreement from exclusive licenses to non-exclusive licenses, in either case only as such licenses apply to such Licensed Product in such country(ies) and, with respect to any E5 Country, in all of the E5 Countries, and (ii) to the extent Archemix exercises its rights under Section 3.1.2(b)(i)(A) or (B) with respect to a Licensed Product, Archemix’s exclusivity obligations under Section 2.3.1(a) shall terminate with respect to such Licensed Product in such country(ies). Archemix may waive any specific milestone diligence requirement on a case by base basis.

     3.2 Development Plan. Ribomic shall submit to Archemix, for its review, a summary development plan (“Development Plan”) for each Licensed Product that Ribomic, its Affiliates and/or Sublicensees intend to Develop and commercialize in the Field for each Indication which shall be attached hereto as Exhibit C and shall submit an update to such Development Plan(s) on each anniversary of the Effective 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.

16

     3.3 Progress Reports. Ribomic shall provide Archemix with written reports every [***] months during the Term that describes in reasonable detail its progress with respect to its SELEX efforts and Development activities which shall include, at 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 and to assess the progress made by Ribomic toward meeting the diligence obligations of Section 3.1 above.

     3.4 Diligence Committee. To facilitate the providing of progress reports by Ribomic with respect to the research and Development of Licensed Products contemplated by this Agreement, at Archemix’s sole option and request the Parties will establish a Diligence Committee (the “DC”), which will be comprised of equal numbers of representatives of each of the Parties. The DC will meet on dates mutually agreed to by the Parties not more than twice per Calendar Year, in person or by teleconference which, if in person, shall alternate between the offices of Cambridge, Massachusetts and Tokyo, Japan.  Intellectual property representatives of each Party may be invited to participate in DC meetings and such meetings will provide a forum to discuss any patent prosecution and enforcement issues that arise under this Agreement.   The DC may be established at any time within [***] years of the Effective Date and if established, the DC will terminate [***] years after the Effective Date, subject to extension by mutual written agreement of the Parties. Each Party will be responsible for the costs and expenses incurred by its representative in participating on the DC. Notwithstanding anything to the contrary in this Section 3.4, the DC shall have no authority to make any decisions binding on the Parties with respect to either Party’s performance under this Agreement.

     3.5 Notice of Certain Events. In addition to the progress reports required pursuant to Section 3.3 above, Ribomic shall provide Archemix with written notice within [***] days of the occurrence of (a) the [***] in each country, (b) the Completion of each [***], [***] and [***] of a Licensed Product, and the final reports thereof, (c) each milestone set forth in Section 4.2 below, (d) any Regulatory Approval and Commercialization Regulatory Approval in each country, (e) any other material event other than as set forth in the foregoing clauses (a)-(d) related to the Development or commercialization of Licensed Products, and (f) any Adverse Event or product complaint information relating to Licensed Products as compiled and prepared by Ribomic in the normal course of business in connection with the Development, commercialization or sale of any Licensed Product, within time frames consistent with reporting obligations under Applicable Laws. Archemix may provide such Adverse Event information (i) to the extent reasonably necessary to licensees of Archemix that are researching, developing or commercializing Aptamers for therapeutic purposes and have agreed to maintain the confidentiality thereof and (ii) to Third Parties as required by Applicable Laws.

     3.6 Right of First Refusal. In the event that Ribomic at any time during the ROFR Period determines to enter into an agreement with a Third Party to [***] and/or [***] any [***] that includes [***] and [***] that are [***] Dollars ($[***]) (the “Minimum Acceptable Financial Terms”), it shall provide written notice of same to Archemix, which notice shall include a copy of the term sheet or letter of intent or other written evidence of the proposed terms of such transaction (the “ROFR Notice”). Archemix shall have [***] days from the date of the ROFR Notice to provide a written response (the “ROFR Response”) as to whether or not it wishes to participate in the Development and commercialization of such Licensed Product on the terms set forth in the ROFR Notice. If the ROFR Response is not provided by Archemix within the [***] day response period, Ribomic shall thereafter have the right to negotiate and enter into

Portions of this Exhibit were omitted and have been 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

an agreement with such Third Party with respect to the [***] and/or[***] of such [***] on the terms set forth in the ROFR Notice for a period of up to [***] days (the “Third Party Negotiation Period”); provided, that, if Ribomic and such Third Party do not enter into such agreement on or before the expiration of the Third Party Negotiation Period, the [***] shall once again be subject to this Section 3.6. If the ROFR Response states that Archemix wishes to enter into negotiations with Ribomic, the Parties shall negotiate in good faith for, and complete such negotiations within, a period of up to [***] days from the date of the ROFR Response with respect to the terms and conditions applicable to the [***] and/or [***] by Archemix of such Licensed Product on the terms set forth in the ROFR Notice. In the event the Parties fail to execute and deliver the agreement within the [***] day period, the Parties shall (a) use reasonable efforts to complete such negotiations and to execute and deliver the agreement or amendment as soon as possible after such [***] day period and (b) 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 be resolved in accordance with Section 10.2.2. Notwithstanding the foregoing, the Parties hereby acknowledge and agree that once Ribomic has successfully concluded an agreement with a Third Party for any or all Indications of a Licensed Product meeting the Minimum Acceptable Financial Terms, the ROFR Period shall automatically terminate and, thereafter, Archemix will cease to have the Right of First Refusal set forth herein above for subsequent agreements for [***] involving the [***] of any Licensed Product.

     3.7 Oncology Opt-In Right. Archemix shall have the option (the “Oncology Option”), in its sole discretion, to jointly Develop and commercialize any Licensed Product for oncology Indications on a Major Market Country-by-Major Market Country basis by providing written notice (the “Oncology Option Notice”) at any time during the period commencing on the Effective Date and continuing until the earlier of the Initiation of the first Phase IIa Clinical Trial with respect to that Licensed Product and the execution by Ribomic of a Sublicense Agreement which includes the grant to a Third Party of the right to Develop and commercialize any Licensed Product in a Major Market Country (the “Oncology Option Termination Date”), which notice shall identify the Licensed Product which Archemix elects to jointly Develop and commercialize. In connection therewith, Ribomic shall provide Archemix with written notice not less than [***] days prior to the expected occurrence of any Oncology Option Termination Date. If Archemix exercises the Oncology Option with respect to any Licensed Product, the Parties shall negotiate an agreement and/or an amendment to this Agreement and the terms applicable thereto in good faith and with sufficient diligence as is required to execute and deliver the agreement or amendment within [***] days after Archemix provides the Oncology Option Notice. In the event the Parties fail to execute and deliver the agreement or amendment within the [***] day period, the Parties shall (a) use reasonable efforts to complete such negotiations and to execute and deliver the agreement or amendment as soon as possible after such [***] day period and (b) 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 be resolved in accordance with Section 10.2.2. The Parties hereby acknowledge and agree that in the event Ribomic is in compliance with the notice provisions of this Section 3.7 and enters into a Sublicense Agreement with a Third Party which includes the grant to such Third Party of the right to Develop and commercialize any Licensed Product in the applicable Major Market Country(ies), the Oncology Option will automatically terminate and thereafter be void in the applicable Major Market Country(ies).

Portions of this Exhibit were omitted and have been 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. PAYMENTS AND ROYALTIES

     4.1 Technology Access and License Fee. In consideration for the rights granted to Ribomic hereunder, Ribomic hereby agrees to pay Archemix an upfront technology access and license fee in the amount of One Million Dollars (U.S. $1,000,000), payable within thirty (30) days of the Effective Date by wire transfer of immediately available funds, which payment shall be non-refundable and non-creditable.

     4.2 Milestone Payments.

          4.2.1 All Licensed Products. Ribomic shall make the corresponding non-refundable, non-creditable payments to Archemix by wire transfer according to instructions that Archemix shall provide within [***] days of the occurrence of the following milestone events for a Licensed Product Developed by Ribomic or any Affiliate or Sublicensee of Ribomic:

Milestone Event	Milestone Payment
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]

          4.2.2 Licensed Products That Are Not Early-Stage Sublicensed Products. In addition to the milestone payments described in Section 4.2.1 above, Ribomic shall make the corresponding non-refundable, non-creditable payments to Archemix by wire transfer according to instructions that Archemix shall provide within [***] days of the occurrence of the following milestone events for any Licensed Product that is not an Early-Stage Sublicensed Product (including, without limitation, any Licensed Product that is Developed under a Late Stage Sublicense Agreement) (a “Covered Licensed Product”):

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.

19

Milestone Event	Milestone Payment
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]

     For purposes of clarity, (i) any Sublicense Agreement that includes a Covered Licensed Product shall be considered a Late Stage Sublicense Agreement regardless of whether other Licensed Products that are not Covered Licensed Products are included in such Sublicense Agreement and (ii) all Licensed Products included in such Late Stage Sublicense Agreement shall be subject to Section 4.2.2 and not Section 4.2.3.

          4.2.3 Early Stage-Sublicensed Products.

               (a) In the event Ribomic enters into an Early-Stage Sublicense Agreement, then, in addition to the milestone payments contemplated by Section 4.2.1, but in lieu of making any milestone payments for the milestone events contemplated by Section 4.2.2, Ribomic shall make the corresponding non-refundable, non-creditable payments to Archemix by wire transfer according to instructions that Archemix shall provide within [***] days of the occurrence of the following milestone events for any Licensed Product that is Developed under such Early-Stage Sublicense Agreement (an “Early Stage-Sublicensed Product”):

Milestone Event	Milestone Payment
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]

               (b) Adjustment to Milestone Payments. In the event that any Early Stage Sublicense Agreement provides for the payment to Ribomic of aggregate Sublicense Income in an amount in excess of [***] Dollars (US $[***]), the aggregate milestone payments included in Section 4.2.3(a) shall be increased by [***] percent ([***]%) of the amount by which such aggregate Sublicense Income exceeds [***] Dollars (US $[***]), which increase shall be apportioned equally across each of the Milestone Events set forth in Section 4.2.3(a). By way of example, if Ribomic enters into an Early Stage Sublicense Agreement that provides for the payment of, and/or otherwise receives, aggregate Sublicense Income in the amount 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.

20

Dollars (US $[***]), (i) the aggregate Milestone Payments in Section 4.2.3(a) will by increased by [***] Dollars (US $[***]) ([***] percent ([***]%) of [***] Dollars (US $[***])), (ii) the Milestone Payments due and payable in Japan pursuant to Section 4.2.3(a) shall be increased in the aggregate by [***] Dollars (US $[***]), (iii) the Milestone Payments due and payable in the United States shall be increased in the aggregate by [***] Dollars (US $[***]) and (iv) the Milestone Payments due and payable in the E5 Countries shall be increased in the aggregate by [***] Dollars (US $[***]).

          4.2.4 Skipped Milestones; Crediting of Certain Milestone Payments.

               (a) Skipped Milestones. If at the time any given milestone payment set forth in Section 4.2 is due and one or more preceding milestone payments for logically antecedent milestones have not been paid, then such unpaid antecedent milestone payments shall be paid at such time as well. For example, if at the time an [***] milestone payment is due for a Licensed Product, an [***] milestone payment has not been paid for a Licensed Product, then such [***] milestone payment shall be paid at such time as well.

               (b) Crediting of Certain Milestone Payments. In the event that Ribomic enters into one or more Sublicense Agreements covering a Licensed Product, all Milestone Payments for Milestone Events achieved by Ribomic and/or the Sublicensee with respect to that Licensed Product on and after the effective date of the Sublicense Agreement shall be fully creditable against Sublicense Income Payments payable by Ribomic with respect to that Sublicense Agreement.

               (c) Payable Once Per Program Target. All of the milestone payments set forth in Section 4.2 shall be payable only once per Program Target, regardless of how many Licensed Products achieve such milestones and no milestone payment already made for a Licensed Product shall be paid for any subsequent Licensed Product or any subsequent Indication for the same Licensed Product with respect to said particular milestone.

          4.2.5 Determination that Payments are Due. In the event that Archemix believes any milestone payment is due pursuant to Section 4.2.1, 4.2.2 and/or 4.2.3, it shall so notify Ribomic and shall provide to Ribomic the data and information supporting its belief that the conditions for payment have been achieved. If Ribomic disputes that such milestone payment is due, either Party may submit such dispute for resolution pursuant to the provisions of Section 10.2.2.

     4.3 Payment of Royalties; Royalty Rates.

          4.3.1 Royalty Rates in Defined Territory. For each Licensed Product, Ribomic shall pay Archemix a royalty based on Annual Net Sales of such Licensed Product in each Calendar Year (or partial Calendar Year) in any country in the Defined Territory commencing with the First Commercial Sale of such Licensed Product in any country in the Defined Territory and ending upon the last day of the last Royalty Term for such Licensed Product, at the following rates:

Portions of this Exhibit were omitted and have been 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

	Full Royalty Net			Partial Royalty
	Sales			Net Sales
Annual Net Sales	Royalty Rate (%)
Up to $[***]		[***]	%		[***]	%
Above $[***] and up to $[***]		[***]	%		[***]	%
Above $[***] and up to $[***]		[***]	%		[***]	%
Above $[***]		[***]	%		[***]	%

          4.3.2 Royalty Rates Outside Defined Territory. For each Licensed Product, Ribomic shall pay Archemix a royalty based on Annual Net Sales of such Licensed Product in each Calendar Year (or partial Calendar Year) in any country outside the Defined Territory commencing with the First Commercial Sale of such Licensed Product in any country outside the Defined Territory and ending upon the last day of the last Royalty Term for such Licensed Product, at a royalty rate equal to [***] percent ([***]%) for Full Royalty Net Sales and [***] percent ([***]%) for Partial Royalty Net Sales.

          4.3.3 Acknowledgements. Ribomic recognizes and acknowledges that each of the following, separately and together, has substantial economic benefit to Ribomic: (a) the licenses granted to Ribomic hereunder with respect to Licensed Technology that are not within the claims of any Patent Rights Controlled by Archemix; (b) the licenses granted to Ribomic under Patent Rights Controlled by Archemix; (c) the restrictions on Archemix pursuant to Section 2.3.1(a); and (d) the “head start” afforded to Ribomic by each of the foregoing. The Parties agree that the royalty rates set forth in Sections 4.3.1 and 4.3.2 reflect an efficient and reasonable blended allocation of the royalty amounts to be paid by Ribomic to Archemix in its totality.

          4.3.4 Royalty Reductions. In the event that a Third Party sells an aptamer product that binds to the Program Target (a “Third Party Product”) in a country in which a Program Aptamer or Licensed Product is then being sold by Ribomic and such Third Party Product is not covered by a Valid Claim under the Licensed Patent Rights in such country, then, during the period in which sales of the Third Party Product are equal to at least [***] percent ([***]%) of Ribomic’s volume-based market share of the Program Aptamer or Licensed 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 Program Aptamer or Licensed Product in such country as specified in Section 4.3.1 shall be reduced by [***] percent ([***]%). Notwithstanding the foregoing, Ribomic’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 Third Party Product account for less than [***] percent ([***]%) of Ribomic’s volume-based market share in such country.

     4.4 Sublicense Income.

          4.4.1 Sublicense Income Payments. In consideration for the rights granted to Ribomic hereunder, Ribomic shall pay Archemix a percentage of all Sublicense Income received by Ribomic under Sublicense Agreements with respect to Licensed Products 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.

22

Applicable Sublicense Income Rate (“Sublicense Income Payments”).

          4.4.2 Crediting of Milestones. Notwithstanding anything to the contrary in this Agreement, Ribomic shall have the right to credit any Milestone Payment it makes with respect to a Licensed Product on and after the date of execution of any Sublicense Agreement against Sublicense Income Payments due and payable to Archemix with respect to that Licensed Product under that Sublicense Agreement.

     4.5 Payment Terms.

          4.5.1 Payment of Royalties and Sublicense Income Payments. Unless otherwise expressly provided, Ribomic shall make any royalty and Sublicense Income payments owed to Archemix hereunder in arrears, within [***] days from the end of the Calendar Quarter in which such payment accrues. For purposes of determining when a sale of any Licensed Product occurs under this Agreement, the sale shall be deemed to occur on the date the invoice is provided by Ribomic, its Affiliates or Sublicensees. Each royalty payment shall be accompanied by a report for each country in the Territory in which sales of Licensed Products occurred in the Calendar Quarter covered by such statement, specifying: (a) the gross sales (if available) and Net Sales in each country’s currency; (b) the applicable royalty rate under this Agreement; (c) an accounting of deductions taken in the calculation of Net Sales made in the United States and in any other country in which such accounting is reasonably available; (d) the applicable exchange rate to convert from each currency other than United States dollars to United States dollars under this Section 4.5; and (e) the royalties payable in United States dollars. Each Sublicense Income Payment will be accompanied by a report for each country in the Territory in which Sublicense Income is received in the Calendar Quarter covered by such statement, specifying: (a) all consideration and payments received by Archemix under such Sublicense Agreement; (b) the Applicable Sublicense Income Rate; and (c) an accounting of any deductions taken in the calculation of the amount of the Sublicense Income.

          4.5.2 Overdue Payments. Subject to the other terms of this Agreement, any payments not paid within the time period set forth in this Article 4 shall bear interest at a rate of [***] percent ([***]%) per month from the due date until paid in full; provided, that, in no event shall said annual rate exceed the maximum interest rate permitted by law in regard to such payments. Any such overdue royalty or milestone payment shall, when made, be accompanied by, and credited first to, all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of Archemix to any other remedy, legal or equitable, to which it may be entitled because of the delinquency of the payment.

          4.5.3 Accounting. All payments hereunder shall be made in the United States in United States dollars. Conversion of foreign currency to United States dollars shall be made at the conversion rate existing in the United States (as reported in The Wall Street Journal) on the last business day of the applicable Calendar Quarter. If The Wall Street Journal ceases to be published or if the Parties agree otherwise, then the rate of exchange to be used shall be that reported in such other business publication of national circulation in the United States as the Parties reasonably agree.

          4.5.4 Withholding Taxes; Restrictions on Payment. All payments 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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shall be made free and clear of any taxes, duties, levies, fees or charges, except for withholding taxes (to the extent applicable), Ribomic shall make any applicable withholding payments due on behalf of Archemix and shall provide Archemix upon request with such written documentation regarding any such payment available to Ribomic relating to an application by Archemix for a foreign tax credit for such payment with the United States Internal Revenue Service.

     4.6 Records Retention; Review.

          4.6.1 Records; Audit. Ribomic and its Affiliates and Sublicensees shall keep and maintain for [***] years from the date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate records of gross sales and Net Sales by Ribomic and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow royalty payments and Sublicense Income Payments to be determined accurately. Archemix shall have the right for a period of [***] years after receiving any such royalty payment and Sublicense Income Payments to appoint at its expense an independent certified public accountant reasonably acceptable to Ribomic to audit the relevant records of Ribomic and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ribomic 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 and Sublicense Income Payments hereunder were correctly determined. Such audit right shall not be exercised by Archemix more than once in any Calendar Year or more than once with respect to sales of a particular Licensed Product in a particular period. All records made available for audit shall be deemed to be Confidential Information of Ribomic or its Affiliates or Sublicensees, as applicable. The results of each audit, if any, shall be binding on both Parties. In the event there was an underpayment by Ribomic hereunder, Ribomic shall promptly (but in any event no later than [***] days after Ribomic’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 Ribomic of more than [***] percent ([***]%) of the aggregate amount of royalty payments and/or Sublicense Income Payments payable in any Calendar Year, in which case Ribomic shall reimburse Archemix for [***] costs incurred by Archemix in connection with such audit.

          4.6.2 Other Parties. Ribomic shall include in any agreement with its Affiliates or Sublicensees terms requiring such party to retain records as required in this Section 4.6 and to permit Archemix to audit such records as required by this Section 4.6.

5. TREATMENT OF CONFIDENTIAL INFORMATION

     5.1 Confidentiality Obligations. Archemix and Ribomic each recognizes that the other Party’s Confidential Information constitutes highly valuable assets of such other Party. Archemix and Ribomic each agrees that, subject to the remainder of this Article 5, it will not disclose, and will cause its Affiliates and sublicensees not to disclose, any Confidential Information of the other Party and it will not use, and will cause its Affiliates and sublicensees not to use, any Confidential Information of the other Party except as expressly permitted hereunder; provided, that, such obligations shall apply during the Term and for an additional [***] years thereafter.

Portions of this Exhibit were omitted and have been 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 Limited Disclosure and Use. Archemix and Ribomic each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor, Affiliate or Sublicensee 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 5.3. In addition, Archemix and Ribomic 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) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction, and (b) 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 as required by Applicable Laws; provided, that, in the case of any such disclosure, 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.

     5.3 Employees and Consultants. Ribomic and Archemix each hereby represents that all of its employees, consultants and contractors, and all of the employees, consultants and contractors of its Affiliates and sublicensees (including, without limitation, Sublicensees), who have access to Confidential Information of the other Party are or will, prior to their participation or access, be bound by written obligations to maintain such Confidential Information in confidence and not to use such information except as expressly permitted hereunder. Each Party agrees to use, and to cause its Affiliates and sublicensees (including, without limitation, Sublicensees) to use, reasonable efforts to enforce such obligations.

     5.4 Publicity. The Parties acknowledge and agree that (a) the terms of this Agreement constitute Confidential Information of each Party and may only be disclosed (i) as permitted by Section 5.2, and (ii) to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, licensees and potential licensees, acquirers or merger partners and potential acquirers or merger partners of such Party, and, with respect to Archemix, to Gilead and University License Equity Holdings, Inc.; and (b) 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 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 5.1, except as required by Applicable Laws, neither Party shall issue a press or news release or make any similar public announcement related to this Agreement without the prior written consent of the other Party.

6. INTELLECTUAL PROPERTY RIGHTS AND PROVISIONS

     6.1 Licensed Technology; Licensed Patent Rights. Archemix shall have sole 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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exclusive ownership of all right, title and interest on a worldwide basis in and to any and all Licensed Technology and Licensed Patent Rights.

     6.2 Ribomic SELEX Patent Rights. Ribomic shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all Patent Rights arising out of the practice by Ribomic of the license pursuant to Section 2.1.1(a) (“Ribomic Patent Rights”).

     6.3 Joint Technology; Joint Patent Rights. Ribomic and Archemix shall jointly own all Joint Technology and Joint Patent Rights. Notwithstanding anything to the contrary contained in this Agreement or under Applicable Laws, 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.

     6.4 Prosecution of Patent Rights.

          6.4.1 Licensed Patent Rights. Archemix, at its sole expense and acting through patent counsel or agents of its choice, shall be solely responsible for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights.

          6.4.2 Ribomic SELEX Patent Rights. Ribomic, its Affiliates and/or any Sublicensee, as applicable, at its sole expense and acting through patent counsel or agents of its choice, shall have the sole responsibility and obligation for the preparation, filing, prosecution and maintenance of the Ribomic SELEX Patent Rights in the countries listed on Schedule 3 (the “Required Jurisdictions”). In the event that Ribomic and/or any Sublicensee, as applicable, determines not to file or to abandon any of the Ribomic SELEX Patent Rights in any of the Required Jurisdictions, Ribomic shall notify Archemix sufficiently in advance so that Archemix can, without any loss of rights, and Archemix shall have the right to, file, prosecute and maintain such Ribomic SELEX Patent Rights in Ribomic’s name at Archemix’s expense in such Required Jurisdictions.

          6.4.3 Joint Patent Rights. Unless the Parties otherwise agree, each Party, acting through patent counsel or agents of its choice, shall be jointly responsible for the preparation, filing, prosecution and maintenance of all Joint Patent Rights as follows: (a) Ribomic shall be responsible for the preparation, filing, prosecution and maintenance of any such claims that specifically claim any Program Aptamer; (b) Archemix shall be responsible for the preparation, filing, prosecution and maintenance of any such claims that do not specifically claim any Program Aptamer; (c) the Parties shall discuss in good faith whether and how to pursue those claims for which they have primary responsibility under this Section 6.4.3 in separate patent applications; (d) each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 6.4.3 (a “Filing Party”) shall provide the other party (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 6.4.3; and (e) each Party shall be responsible for all 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.

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incurred by it for the preparation, filing prosecution and maintenance of any Joint Patent Rights for which it has primary responsibility pursuant to this Section 6.4.3. The Filing Party shall (a) regularly provide the Non-Filing Party with copies of all patent applications filed hereunder for Joint Patent Rights 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 Joint Patent Rights under this Section 6.4.3; 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.

     6.5 Infringement.

          6.5.1 Notice. In the event that during the Term either Party becomes aware of any possible infringement of any Licensed Patent Rights, Ribomic SELEX Patent Rights or Joint Patent Rights, including the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act or its equivalent outside the United States 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”).

          6.5.2 Infringement of Licensed Patent Rights. Archemix shall have the sole right, but not the obligation, in its sole discretion, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened Infringement of the Licensed Patent Rights.

          6.5.3 Infringement of Ribomic SELEX Patent Rights. Ribomic and/or any Sublicensee, as applicable, shall have the first right, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened Infringement of the Ribomic SELEX Patent Rights. Archemix shall have the right, at its own expense, to be represented in any such action by Ribomic by counsel of Archemix’s own choice; provided, that, under no circumstances shall the foregoing affect the right of Ribomic to control the suit as described in the first sentence of this Section 6.5.3. If Ribomic and/or any such Sublicensee, as applicable, does not file any action or proceeding against any such Infringement within [***] months (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 or its equivalent outside the United States) after the later of (i) Ribomic’s notice to Archemix under Section 6.5.1 above, (ii) Archemix’s notice to Ribomic under Section 6.5.1 above or (iii) a written request from Archemix to take action with respect to such Infringement, then Archemix shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against such actual, alleged or threatened infringement, with legal counsel of its own choice. 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

Portions of this Exhibit were omitted and have been 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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proceeding, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit; provided, 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. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken under this Section 6.5.3, shall belong to Ribomic and/or any Sublicensee, as applicable (if it brings such action) or Archemix (if it brings such action).

          6.5.4 Infringement of 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. Each Party shall bear [***] of the cost of any action, suit or proceeding instituted under this Section 6.5.4 and [***] of all amounts recovered shall be received by each Party; provided, that, if the Parties are unable to determine whether and how to institute an action, suit or proceeding for Infringement of any such Joint Patent Right, either Party shall have the right to prosecute such Infringement, in which event that Party shall bear [***] and be entitled to retain [***]. Each Party shall have the right to be represented by counsel of its own selection in any action, suit or proceeding instituted under this Section 6.5.4 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.

     6.6 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 Ribomic, its Affiliates and/or Sublicensees during the Full Royalty Term (a) determines to initiate a Challenge or Ribomic, its Affiliates and/or Sublicensees determines to assist a Third Party in initiating a Challenge, Ribomic will provide written notice to Archemix at least [***] days prior thereto, which notice will include an identification of all prior art it believes invalidates any claim of the Licensed Patent Rights; and (b) initiates a Challenge or assists a Third Party in initiating a Challenge, (i) the exclusive license granted by Archemix to Ribomic hereunder shall, at the option of the Archemix and upon written notice to Ribomic, be converted into non-exclusive licenses as of the date of such notice, (ii) during the pendency of such Challenge, the royalty rates set forth in Section 4.3 shall be increased by an additional [***] percentage points in the Territory during the Full Royalty Term (i.e., a [***]% royalty rate shall be increased to [***]%) commencing on the date of such initiation, (iii) should the outcome of such Challenge determine that any claim of the Licensed Patent Rights that is the subject of the Challenge is valid or enforceable, the royalty rates set forth in Section 4.3 shall be increased by an additional five percentage points in the Territory during the Full Royalty Term (i.e., a [***]% royalty rate shall be increased to [***]%) on condition that the non-exclusive license shall revert to the exclusive license as of the date of such decision and (iv) should the outcome of any Challenge determine no claim of the Licensed Patent Rights is valid or enforceable in a country, Ribomic, its Affiliates and/or Sublicensees shall continue to pay royalties based on Net Sales of Licensed Products sold in such country at the rate of [***] percent ([***]%) until the last day of the Royalty Term for such Licensed 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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7. REPRESENTATIONS AND WARRANTIES; COVENANT REGARDING THIRD PARTY AGREEMENTS

     7.1 Mutual Representations and Warranties. Archemix and Ribomic each represents and warrants to the other, as of the Effective Date, as follows:

          7.1.1 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.

          7.1.2 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.

          7.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions.

          7.1.4 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.

     7.2 Acknowledgment of Ribomic. Ribomic acknowledges that the licenses granted to Ribomic hereunder are subject to certain limitations and restrictions set forth in the Archemix-Gilead License Agreement and agrees that Ribomic shall comply with the terms of the Archemix-Gilead License Agreement that Archemix is subject to thereunder.

     7.3 Additional Representations and Warranties.

          7.3.1 Additional Representations and Warranties of Archemix.

               (a) Authority. Archemix represents and warrants to Ribomic that Archemix Controls the Licensed Patent Rights and Licensed Technology and has the right to grant the license granted to Ribomic on the terms set forth herein.

               (b) No Litigation. Archemix represents and warrants to Ribomic that, as of the Effective Date and with no further duty to update, to Archemix’s Knowledge, there is no pending litigation against Archemix that seeks to invalidate or oppose any of the patents or patent applications included in the Licensed Patent Rights.

               (c) Archemix-Gilead License Agreement. Archemix represents and warrants to Ribomic that the Archemix-Gilead License Agreement as heretofore delivered by Archemix to Ribomic represents the complete agreement and understanding between Gilead Sciences, Inc. and Archemix relating to the Licensed Patent Rights which are the subject 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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Archemix-Gilead License Agreement; the Archemix-Gilead License Agreement has not been modified, supplemented or amended in any manner that would adversely affect the rights granted to Ribomic under this Agreement, other than by amendments thereto provided to Ribomic prior to the Effective Date; and the Archemix-Gilead License Agreement is in full force and effect and Archemix is in compliance in all material respects with its obligations thereunder.

               (d) No Infringement. Archemix represents and warrants to Ribomic that to its Knowledge, there is no litigation pending or threatened that alleges that (i) the practice of the SELEX Process and/or the use of SELEX Technology as contemplated by this Agreement infringes the Patent Rights of any Third Party, (ii) the Licensed Patent Rights are invalid or unenforceable; or (iii) the use of the Licensed Patent Rights or Licensed Technology as contemplated by this Agreement infringes the Patent Rights of any Third Party.

          7.3.2 Additional Representations and Warranties of Ribomic.

               (a) Authority. Ribomic represents and warrants to Archemix that Ribomic has the right to grant the Archemix License granted to Archemix on the terms set forth herein.

               (b) No Litigation. Ribomic represents and warrants to Archemix that, as of the Effective Date and with no further duty to update (except as otherwise stated), there is no pending litigation against Ribomic or any Affiliate of Ribomic that seeks to invalidate or oppose any of the patents or patent applications included in the Ribomic SELEX Patent Rights.

               (c) No Conflict. Ribomic represents and warrants to Archemix that, as of the Effective Date and with no further duty to update, it is not researching, developing or commercializing Aptamers that bind to a Target other than Aptamers that bind to the Program Target.

8. INDEMNIFICATION AND INSURANCE

     8.1 Indemnification of Archemix by Ribomic. Ribomic 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 liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Archemix Indemnitees, or any one of them, as a direct result of claims, suits, actions or demands by Third Parties (collectively, the “Claims”) arising out of (a) the research, development, testing, production, manufacture, supply, promotion, import, sale or use by any Person of any Licensed Product (or any component thereof) manufactured or sold by Ribomic or any of its Affiliates or Sublicensees or (b) the gross negligence or willful misconduct of Ribomic or any of its Affiliates or Sublicensees.

     8.2 Conditions to Indemnification. An Archemix Indemnitee seeking recovery under this Article 8 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the indemnifying party (the “Indemnifying Party”) and provided that the Indemnifying Party is not contesting its obligation under this Article 8, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim (including without limitation any settlement thereof); provided, that, the Indemnifying Party shall not settle or otherwise resolve such Claim without the prior written consent 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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Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement includes a full release of the Indemnified Party, in which case the indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. 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.

     8.3 Indemnification of Gilead and UTC by Ribomic. If and solely to the extent, legally required by the Archemix-Gilead License Agreement, Ribomic 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 Ribomic or its Affiliates or Sublicensees of (a) any Aptamers or Licensed Products, or (b) any other products, services or activities developed by Ribomic relating to the Licensed Patent Rights, including any Licensed Products or Aptamers.

     8.4 Warranty Disclaimer. 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 NONINFRINGEMENT. NEITHER PARTY MAKES ANY WARRANTIES AS TO THE VALIDITY OR ENFORCEABILITY OF THE PATENT RIGHTS LICENSED BY SUCH PARTY TO THE OTHER PARTY.

     8.5 Limited Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT WITH RESPECT TO RIBOMIC’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.1 AND/OR 8.3, 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.

     8.6 Insurance. Ribomic will, at Ribomic’s expense, obtain and maintain in full force and effect insurance with respect to the Development (to the extent it is related to the clinical studies) and commercialization of Licensed Products in such amount as Japan-based biopharmaceutical companies customarily maintain with respect to the clinical development and commercialization of similar products. If Licensed Products are subject to clinical studies, then such insurance policy or policies shall name Archemix as an additional named insured, shall be non-cancelable except upon [***] days prior written notice to Archemix, and shall provide that as to any loss covered thereby and also by any policies obtained by Archemix itself, Ribomic’s policies shall provide primary coverage for Archemix and Archemix’ policies shall be considered excess coverage for Archemix. Ribomic will forthwith after the obtaining 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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insurance required by this Section 8.6, obtain and deliver to Archemix certificates of and copies of, and at all times thereafter deliver without further demand replacement certificates and copies of, all such insurance policies that are in force and effect.

9. TERM AND TERMINATION

     9.1 Term; Expiration. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue, unless earlier terminated as provided herein, until such time as all Royalty Terms for all Licensed Products have ended. Upon expiration (but not upon termination prior to the expiration) of the Royalty Term applicable to a Licensed Product in a country, Ribomic’s rights and licenses hereunder with respect to such Licensed Product in such country shall become fully paid-up, non-royalty bearing, non-exclusive, perpetual rights and licenses.

     9.2 Termination.

          9.2.1 Unilateral Right to Terminate. Ribomic shall have the right to terminate this Agreement, for any reason, upon (a) at least ninety (90) days’ prior written notice to Archemix, such notice to state the date following the date of receipt of such notice by Archemix upon which termination is to be effective, and (b) the payment by Ribomic of all amounts due to Archemix through such termination effective date.

          9.2.2 Termination for Challenge. In the event Ribomic, its Affiliates and/or Sublicensees initiates a Challenge or assists a Third Party in initiating a Challenge, Archemix shall have the right to terminate this Agreement, effective immediately upon written notice to Ribomic.

          9.2.3 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, if curable, remains uncured for [***] 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.

          9.2.4 Termination for Insolvency. Each Party shall give the other Party reasonable prior notice of the filing with respect to itself of any voluntary petition, and prompt notice of the filing with respect to itself of any involuntary petition, under any bankruptcy laws. In the event that either Party: (a) files for protection under bankruptcy laws; (b) makes an assignment of all or substantially all of its assets for the benefit of creditors; (c) appoints or suffers appointment of a receiver or trustee over all or substantially all of its assets; and (d) files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within [***] days of the filing thereof (each of (a)-(d), a “Bankruptcy Action”), then the other Party may terminate this Agreement effective immediately upon written notice to such Party. 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. Further, upon filing such protection or petition by Archemix, Archemix shall, without any delay,

Portions of this Exhibit were omitted and have been 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

perform all necessary procedures under any then-applicable laws including, but not limited to, Section 365(n) of the United States Bankruptcy Code, to protect all rights and licenses granted to Ribomic under Section 2.1.1 hereof in order for retaining and defending such rights and license. Notwithstanding any provision contained in this Agreement to the contrary, if any Bankruptcy Action takes place with respect to Archemix, and the trustee in bankruptcy of Archemix, or Archemix as a debtor-in-possession, properly elects to reject this Agreement, Ribomic may, pursuant to Section 365(n) of the Bankruptcy Code, retain and enforce any and all rights hereunder granted to Ribomic to the maximum extent permissible by law. All rights, powers and remedies of Ribomic, as a licensee hereunder, 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, the Bankruptcy Code) in the event of the commencement of a Bankruptcy Action with respect to Archemix. Ribomic, in addition to the rights, powers 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 the Bankruptcy Code) in such event.

     9.3 Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 9, the following provisions shall apply:

          9.3.1 If this Agreement is terminated by Ribomic pursuant to Section 9.2.1 or by Archemix pursuant to Sections 9.2.2, 9.2.3 or 9.2.4:

               (a) all licenses granted by Archemix to Ribomic under this Agreement shall immediately terminate and Archemix shall have no further obligations under Section 2.3.1(a);

               (b) all licenses granted by Ribomic to Archemix prior to the termination of this Agreement hereunder shall continue and survive in full force and effect;

               (c) Ribomic shall promptly return all Confidential Information of Archemix; provided, that Ribomic may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder;

               (d) each Sublicensee of Ribomic shall be considered a direct licensee of Archemix under this Agreement; provided, that, (i) such Sublicensee is then in compliance with all terms and conditions of its sublicense, (ii) all accrued payment obligations of such Sublicensee to Ribomic under the Sublicense Agreement have been paid, and (iii) such Sublicensee agrees in writing to assume all applicable obligations of Ribomic under this Agreement arising thereafter to the extent of the scope of the sublicense;

               (e) upon request of Archemix, the Parties shall negotiate in good faith the terms of a transition plan which shall provide for the terms pursuant to which Ribomic shall (i) transfer to Archemix all of its right, title and interest in all regulatory filings and Regulatory Approvals then in its name applicable to Licensed Products, if any, and all material aspects of Confidential Information Controlled by it as of the date of termination relating to such regulatory filings 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 of all correspondence between Ribomic and such regulatory authorities relating to such 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.

33

filings and Regulatory Approvals; (iv) unless expressly prohibited by any regulatory authority, transfer control to Archemix of all clinical trials of Licensed Products being conducted as of the effective date of termination and continue to conduct such trials for up to six (6) 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 for Licensed Products including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case Ribomic 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 Licensed Products in the possession of Ribomic or any Affiliate or contractor of Ribomic; (vii) provide Archemix with copies of all reports and data generated or obtained by Ribomic or its Affiliates pursuant to this Agreement that relate to any Licensed Products that have not previously been provided to Archemix; and (viii) supply Archemix with its requirements for Licensed Products and intermediates for up to twenty-four (24) months following such termination at a transfer price to be negotiated and included in such transition plan.

          9.3.2 If this Agreement is terminated by Ribomic pursuant to Sections 9.2.3 or 9.2.4, all licenses granted by Archemix to Ribomic shall survive, subject to Ribomic’s continued payment of all royalties, milestones, Sublicense Income Payments and other payments due and payable to Archemix pursuant to Article 4; and Ribomic shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ribomic may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

          9.3.3 If Ribomic breaches any of its Specific Diligence Obligations pursuant to Section 3.1.2(b), with respect to a given Licensed Product then, in lieu of termination of this Agreement pursuant to Section 9.3.1, Archemix shall have the right, in its sole discretion, upon ten (10) days written notice to Ribomic, to (a) convert the exclusive license granted to Ribomic for each such Licensed Product to non-exclusive, in which case Section 2.3.1(a) shall no longer apply to such Licensed Product or (b) exercise its rights pursuant to Section 9.3.1 only on a Licensed Product-by-Licensed Product and country-by-country basis.

     9.4 Remedies. Except as otherwise expressly set forth in this Agreement, the termination provisions of this Article 9 are in addition to any other relief and remedies available to either Party at law.

     9.5 Surviving Provisions. Notwithstanding any provision herein to the contrary, the rights and obligations of the Parties set forth in Articles 5, 8 and 10 and Sections 4.6, 6.1, 6.2, 6.3, 6.4, 6.5.4, 9.1 and 9.3, as well as any rights or obligations otherwise accrued hereunder (including any accrued payment obligations), shall survive the expiration or termination of the Term.

10. DISPUTES

     10.1 Negotiation. The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the Term that relates to either Party’s rights and/or obligations hereunder. In the event of the occurrence of such a dispute, either Party may, 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.

34

written notice to the other Party, have such dispute referred to their respective senior officials designated below or their successors or designees, for attempted resolution by good faith negotiations within [***] days after such notice is received. Said designated senior officials are as follows:

For Ribomic:	[***]
For Archemix:	[***]

In the event the designated senior officials or their successors or designees are not able to resolve such dispute within the [***] day period, either Party may invoke the provisions of Section 10.2.

     10.2 Arbitration.

          10.2.1 Full Arbitration. Subject to Sections 10.1 and 10.2.3 below, any dispute, controversy or claim initiated by either Party arising out of, resulting from or relating to this Agreement or the performance by either Party of its obligations under this Agreement (excluding actions under Article 9 and bona fide Third Party actions or proceedings filed or instituted in an action or proceeding by a Third Party against a Party) (a “Dispute”), whether before or after termination of this Agreement, shall be finally resolved by binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. Any such arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) by a panel of three arbitrators appointed in accordance with such rules. Any such arbitration shall be held in Boston, Massachusetts if such arbitration is demanded by Ribomic and in Honolulu, Hawaii if such arbitration is demanded by Archemix. The method and manner of discovery in any such arbitration proceeding shall be governed by the laws of the Commonwealth of Massachusetts. The arbitrator shall have the authority to grant injunctions and/or specific performance and to allocate between the Parties the costs of arbitration in such equitable manner as they determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, pending the selection of the arbitrator hereunder or pending the arbitrators’ determination of any dispute, controversy or claim hereunder.

          10.2.2 Accelerated Arbitration. To the extent a Dispute submitted to arbitration by a Party under Section 10.2.1 is claimed, by either Party, to involve matters covered by Sections 1.44, 1.70, 3.6, 3,7 or 4.2.5, 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 financial experience to resolve the Dispute. If the Parties are unable to reach agreement on the selection of an Expert

Portions of this Exhibit were omitted and have been 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

within [***] business days after submission to arbitration, then either or both Parties shall immediately request that the AAA select an independent and impartial arbitrator with the requisite scientific background, experience and expertise. The place of arbitration shall be Boston, Massachusetts.

               (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 [***] 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 [***] 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 [***] 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.

          10.2.3 Litigation; Venue; Jurisdiction. Each of the Parties hereto hereby (a) irrevocably and unconditionally agrees that any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement that is not a Dispute, whether in tort or contract or at law or in equity, shall be brought by such Party exclusively in the state and federal courts of the State of New York (the “Chosen Courts”); (b) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (c) waives any objection to laying of venue in any such action or proceeding in the Chosen Courts; (d) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with this Agreement; and (f) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Applicable Laws or at equity.

11. MISCELLANEOUS

     11.1 Notification. All notices, requests 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 (a) delivered by hand, (b) made by facsimile transmission, (c) sent by private courier service providing evidence of receipt or (d) sent by registered or certified mail, return receipt requested, postage prepaid. The addresses and other contact information for the parties are as follows:

If to Ribomic:	If to Archemix:
Ribomic, Inc.	Archemix Corp.
3-16-13 Shirokanedai Usui-Building	300 Third Street
Minato-Ku	Cambridge, MA 02142
Tokyo 108-007 Japan	Tel: (617) 621-7700
Tel: (03) 3440-3303	Fax: (617) 621-9300
Fax: (03) 3440-3729	Attention: Chief Executive Officer

Portions of this Exhibit were omitted and have been 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

Attention: President	Attention: Legal Department
Attention: Legal Department	With a copy to:
	Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
	One Financial Center
	Boston, MA 02110
	Tel: (617) 542-6000
	Fax: (617) 542-2241
	Attn: John J. Cheney, Esq.

     All notices, requests 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 facsimile transmission, at the time that confirmation of receipt thereof has been received by the Party delivering such notice, (iii) if sent by private courier, on the day such notice is delivered to the recipient or (iv) if sent by registered or certified mail, on the fifth (5^th) business day following the day such mailing is made.

     11.2 Governing Law. This Agreement will be construed, interpreted and applied in accordance with the laws of the State of New York (excluding its body of law controlling conflicts of law).

     11.3 English Language. All data, results and information that is in a language other than English and that is provided by either Party to the other Party and/or to the DC under this Agreement shall be provided both in its original format, without translation, and in an English translation within [***] business days except for a Sublicense Agreement, if any, whose translation shall be provided with [***] business days (which translation shall be made at the providing Party’s sole cost and expense).

     11.4 Limitations. Except as expressly set forth in this Agreement, neither Party grants to the other Party any right or license to any of its intellectual property.

     11.5 Entire Agreement. This is the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations, understandings and agreements between the Parties with respect to the subject matter hereof. No modification or amendment shall be effective unless in writing with specific reference to this Agreement and signed by the Parties.

     11.6 Waiver. The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

Portions of this Exhibit were omitted and have been 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

     11.7 Headings. Section and subsection headings are inserted for convenience of reference only and do not form part of this Agreement.

     11.8 Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either Party without the prior express written consent of the other; provided, that, either Party may, without the written consent of the other, assign this Agreement and its rights and delegate its obligations hereunder to its Affiliates or in connection with the transfer or sale of all or substantially all of such Party’s assets or business to which this Agreement relates or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment in violation of this Section 11.8 shall be void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.

     11.9 Force Majeure. Neither Party 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 natural disasters or any causes beyond the reasonable control of such Party. In event of such force majeure, the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

     11.10 Construction. 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 all Parties hereto and not in favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement.

     11.11 Severability. If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed unenforceable under then current applicable law from time to time in effect during the Term hereof, it is the intention of the Parties that the remainder of this Agreement shall not be affected thereby; provided, that, a Party’s rights under this Agreement are not materially affected. The Parties hereto covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid, illegal or unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated.

     11.12 Status. Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee or joint venture relationship between the Parties.

     11.13 Further Assurances. Each Party agrees to execute, acknowledge and deliver such further instructions, 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.

Portions of this Exhibit were omitted and have been 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

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

[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.

39

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representative in
two (2) originals.

RIBOMIC, INC.		ARCHEMIX CORP.
By:	/s/ Michi Nishiyawa	By:	/s/ John A. Harre
Name:	Michi Nishiyawa	Name:	John A. Harre
Title:	President and CEO	Title:	Vice President I.P. and Legal Affairs

Portions of this Exhibit were omitted and have been 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

Schedule 1

Chemical Composition of Program Target

[***]

Chemical compositions comprising an amino acid sequence described above in which several amino acids may be substituted, deleted, or inserted (but in no case containing less that [***]% identity to the specified 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.

Schedule 1-1

Schedule 2

Specific Diligence Obligations

Milestone						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.

Schedule 2-1

Schedule 3

Required Jurisdictions

[***]

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

Schedule 3-1

Exhibit A

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.

Exhibit A-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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Exhibit B

Ribomic SELEX Patent Rights

	Appln No.
COUNTRY	(Publn No)	Patent No.	Title	Status	File	Issue
[***]	[***]		[***]	[***]	[***]
[***]		[***]	[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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

Exhibit C

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.

AMENDMENT NO. 1 TO THE
EXCLUSIVE LICENSE AGREEMENT

     This Amendment No. 1 (this “Amendment”) to the Exclusive License Agreement dated as of December 10, 2007 (the “License Agreement”) by and between Archemix Corp., a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and Ribomic, Inc., a corporation organized under the laws of Japan with offices at Shirokanedai Usui Building, 3-16-13 Shirokanedai, Minato-ku, Tokyo 108-0071 Japan (“Ribomic”), is entered into as of June 11, 2008 (the “Amendment Effective Date”) by and between Archemix and Ribomic. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement.

     WHEREAS, the Parties entered into the License Agreement pursuant to which Archemix granted Ribomic an exclusive license under certain patent and proprietary technology Controlled by Archemix to identify Aptamers against a specified Program Target, and to develop and commercialize Licensed Products derived from such Aptamers for use in the Field; and

     WHEREAS, the Parties hereto desire to amend the License Agreement as set forth herein and to set forth certain additional terms applicable to the License Agreement, as so amended.

     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. Amendments to License Agreement.

          (a) Section 1.7 of the License Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

          11.15 “1.7 “Aptamer” means (a) any naturally or non-naturally occurring oligonucleotide identified through the SELEX Process that binds with high specificity and affinity to a Target, and (b) any oligonucleotide Derived from an oligonucleotide of clause (a) that has such high specificity and affinity to a Target, but excluding in both (a) and (b) Spiegelmers.”

          (b) Section 1.25 of the License Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

          11.16 “1.25 “Existing License Agreements”means, collectively, (a) the Non-Exclusive IgG Antibody Purification License Agreement dated as of October 31, 2006, by and between the Parties; (b) the Research License and Option Agreement dated as of June 11, 2008, by and between the Parties; and (c) any License Agreement entered into by the Parties pursuant to the terms 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.

Research License and Option Agreement.”

               (c) Section 1.26 of the License Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

“1.26 “Field”means the prevention, treatment or cure of any Indication in animals and humans, but excluding, without limitation, Diagnostic Products, In Vivo Imaging Applications, all non-therapeutic uses and Spiegelmers.”

               (d) Section 1.40 of the License Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

          11.17 “1.40 “Licensed Patent Rights” means all Patent Rights Controlled by Archemix or any of its Affiliates and listed on Exhibit A attached hereto to the extent that they are (a) issued patents as of the Effective Date or (b) pending patent applications as of the Effective Date that will expire on or before September 23, 2014 as well as any patent issuing on said pending patent applications and, in any case, are necessary for Ribomic to practice the licenses granted to it hereunder. It is understood that any pending patent applications listed on Exhibit A that will expire after September 23, 2014 as well as any patent issuing thereon shall become part of the Licensed Patent Rights only by mutual agreement of the Parties.”

               (e) Section 1.50 of the License Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

          11.18 “1.50 “Permitted Ribomic Activities”means, on a country-by-country and Valid Claim-by-Valid Claim basis, any activity conducted by Ribomic or any of its Affiliates or Sublicensees (a) involving the discovery, research, development and commercialization of aptamers in a country for use in the Field against any Target other than the Program Target at any time on and after the expiration of the last to expire applicable Valid Claim of the Licensed Patent Rights in such country or (b) pursuant to the terms of any of the Existing License Agreements, for so long as such Existing License Agreement continues in full force and effect.”

               (f) The following new definitions are hereby added to Section 1 of the License Agreement and the remaining sections of Section 1 and references thereto are hereby renumbered accordingly:

“1.68 “Spiegelmer” means an oligonucleotide consisting of at least [***] percent ([***]%) [***], including any structural variations and modifications, derivatives, homologs, analogs and/or mimetics to the [***] (other than [***]), identified through 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 the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

               (g) The first sentence of Section 2.1.1(b) of the License Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

     “(b) Negative Covenants. Ribomic is not granted the right to, and hereby covenants and agrees that neither it nor its Affiliates will (i) use the SELEX Process or SELEX Technology (A) on any Target that is not the Program Target and (B) except for the purpose of identifying or modifying Program Aptamers and/or for the conduct by Ribomic of Permitted Ribomic Activities as expressly permitted under this Agreement, (ii) research, develop, make, have made, use, have used, sell, offer for sale, have sold, distribute for sale, import, have imported, export or have exported Diagnostics or Spiegelmers or (iii) perform any research or development on Program Aptamers for any use outside of the Field.”

          (h) Section 4.3.4 of the License Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

“4.3.4 Royalty and Milestone Reductions.

     11.19 (a) Third Party Non-Spiegelmer Products (Royalty Reduction). In the event that a Third Party sells an aptamer product that is not a Third Party Spiegelmer Product that binds to the Program Target (a “Third Party Non-Spiegelmer Product”) in a country in which a Program Aptamer or Licensed Product is then being sold by Ribomic and such Third Party Non-Spiegelmer Product is not covered by a Valid Claim under the Licensed Patent Rights in such country, then, during the period in which sales of the Third Party Non-Spiegelmer Product are equal to at least [***] percent ([***]%) of Ribomic’s volume-based market share of the Program Aptamer or Licensed 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 Program Aptamer or Licensed Product in such country as specified in Section 4.3.1 shall be reduced by [***] percent ([***]%). Notwithstanding the foregoing, Ribomic’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 Third Party Non-Spiegelmer Product account for less than [***] percent ([***]%) of Ribomic’s volume-based market share in such country.

     11.20 (b) Third Party Spiegelmer Products (Royalty Reduction). In the event that a Third Party sells a Spiegelmer that binds to the Program Target (a “Third Party Spiegelmer Product”) in a country in which a Program Aptamer or Licensed Product is then being sold by Ribomic then all applicable royalties in effect with respect to such Program Aptamer or Licensed Product in such country as specified in Section 4.3.1 shall be reduced by [***] percent ([***]%). Notwithstanding the foregoing, Ribomic’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 Third Party Spiegelmer Product cease in such country.

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

     11.21 (c) Third Party Spiegelmer Product (Milestone Payment Reduction). In the event that a Third Party initiates clinical trials of a Third Party Spiegelmer Product in any country of the Defined Territory, then each applicable Milestone payment payable after the [***] with respect to any Program Aptamer or Licensed Product as specified in Section 4.2 hereof shall be reduced by [***] percent ([***]%) to the extent such Third Party is developing and/or commercializing the Third Party Spiegelmer Product in any country in the Defined Territory at the time such Milestone payment becomes due and payable.”

          (i) Section 11.1 of the License Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

11.22      “11.1 Notification. All notices, requests 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 (a) delivered by hand, (b) made by facsimile transmission, (c) sent by private courier service providing evidence of receipt or (d) sent by registered or certified mail, return receipt requested, postage prepaid. The addresses and other contact information for the parties are as follows:

If to Ribomic:	If to Archemix:
Ribomic, Inc.	Archemix Corp.
Shirokanedai Usui Building	300 Third Street
3-16-13 Shirokanedai	Cambridge, MA 02142
Minato-ku	Tel: (617) 621-7700
Tokyo 108-0071 Japan	Fax: (617) 621-9300
Tel: (03) 3440-3303	Attention: Chief Executive Officer
Fax: (03) 3440-3729	Attention: Legal Department
Attention: President
Attention: Legal Department
	With a copy to:
	Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
	One Financial Center
	Boston, MA 02110
	Tel: (617) 542-6000
	Fax: (617) 542-2241
	Attn: John J. Cheney, Esq.

11.23      All notices, requests 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 facsimile transmission, at the time that confirmation of receipt thereof has been received by the Party delivering such notice, (iii) if sent by private courier, 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.

day such notice is delivered to the recipient or (iv) if sent by registered or certified mail, on the fifth (5^th) business day following the day such mailing is made.”

          (j) Exhibit A attached to the License Agreement is hereby deleted in its entirety and replaced, in lieu thereof, by Exhibit A (dated May 19, 2008) attached hereto.

     2. Miscellaneous. The Parties hereby confirm and agree that, except as amended hereby, the License Agreement remains in full force and effect and is a binding obligation of the Parties hereto. This Amendment may be executed in 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 caused this Amendment to be executed by their duly authorized representatives.

ARCHEMIX CORP.
By:	/s/ John A. Harre
Name:	John A. Harre
Title:	Vice President I.P. and Legal Affairs
RIBOMIC, INC.
By:	/s/ Michi Nishiyawa
Name:	Michi Nishiyawa
Title:	President and CEO

Portions of this Exhibit were omitted and have been 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 (dated May 19, 2008)

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.

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.

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.

IMATTERNO	COUNTRYID	SERIALNO	PATENTNO	TITLE	STATUS
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
[***]	[***]	[***]		[***]	[***]
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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.

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.

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.

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.

Archemix Ref. No.	Status	Appl. 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.

Archemix Ref. No.	Status	Appl. 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.

Archemix Ref. No.	Status	Appl. 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.

EX-10.49

Exhibit 10.49

Execution Copy

RESEARCH LICENSE AND OPTION AGREEMENT

     This Research License and Option Agreement (this “Agreement”) is made effective as of June 11, 2008 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and Ribomic, Inc., a corporation organized under the laws of Japan with offices at Shirokanedai Usui Building, 3-16-13 Shirokanedai, Minato-ku, Tokyo 108-0071 Japan (“Ribomic”). Archemix and Ribomic are each sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

     WHEREAS, Archemix is the owner of or otherwise controls, certain patents 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 controlling, curing, treating, preventing or delaying the onset or progression of human diseases and conditions;

     WHEREAS, Ribomic desires to obtain from Archemix a non-exclusive license under such patents to conduct Research Activities (as defined below) with respect to certain Active Targets (as defined below) and an Option (as defined below) to obtain an exclusive license to develop and commercialize Aptamers against such Active Targets; and

     WHEREAS, Archemix desires to grant such license and Option to Ribomic on the terms and subject to the conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

     Whenever used in the Agreement with an initial capital letter, the terms defined in this Article 1 shall have the meanings specified.

     1.1 “Active Aptamer” means any Aptamer that binds to an Active Target and any Aptamer(s) Derived therefrom that binds to such Active Target.

     1.2 “Active Target” means the Targets listed on the Active Target List.

     1.3 “Active Target List”means the list of up to six (6) Active Targets set forth on Schedule 1 attached hereto, as amended from time to time by the Parties pursuant to Section 2.2.1(a).

     1.4 “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 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.

Portions of this Exhibit were omitted and have been 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 “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 may be in effect from time to time during the Term and are applicable to a particular activity hereunder.

     1.6 “Aptamer” means (a) any naturally or non-naturally occurring oligonucleotide identified through the SELEX Process that binds with high specificity and affinity to an Active Target, and (b) any oligonucleotide derived from an oligonucleotide of clause (a) that has such high specificity and affinity to such Active Target, but excluding Spiegelmers.

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

     1.8 “Calendar Year” means the period beginning on the Effective Date and ending on December 31 of the year in which the Effective Date falls and thereafter each successive period of twelve (12) months commencing on January 1 and ending on December 31.

     1.9 “Challenge” means any challenge to the validity or enforceability of any Licensed Patent Right in the absence of a breach of this Agreement including, without limitation, by (a) filing a declaratory judgment action in which any Licensed Patent Right is alleged to be invalid or unenforceable; (b) citing prior art pursuant to [***], filing a request for re-examination of any Licensed Patent Right pursuant to [***] or provoking or becoming party to an interference with an application for any Licensed Patent Right pursuant to [***]; or (c) filing or commencing any reexamination, opposition, cancellation, nullity or similar proceedings against any Licensed Patent Right in any country.

     1.10 “Commercially Reasonable Efforts” means, with respect to the research activities of Ribomic under this Agreement, the efforts and resources customarily used by similarly sized biotechnology companies in the performance of such research activities for other products owned by such companies which are of similar market potential and at a similar stage of development, taking into account the competitiveness of the market place, the regulatory structure involved and other relevant and material factors.

     1.11 “Confidential Information” means all information and Technology disclosed or provided by, or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or to any of the Receiving Party’s employees, consultants, Affiliates or sublicensees (“Representatives”) pursuant to or in connection with this Agreement; 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 Representatives, as demonstrated by 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 other than through a breach by the Receiving Party or its Representatives of a contractual obligation; (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 Representatives; or (d) it is independently developed by or for the Receiving Party or its Representatives without reference to or use of any Confidential Information of the Disclosing

Portions of this Exhibit were omitted and have been 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

Party or its Representatives as demonstrated by credible written documentation. For purposes of clarity, unless excluded from Confidential Information pursuant to the provisos of the preceding sentence, any scientific, technical or financial information Controlled by a Disclosing Party and disclosed at any meeting of the Parties shall constitute Confidential Information of the Disclosing Party.

     1.12 “Control” or “Controlled” means 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.

     1.13 “Derived” means identified, developed, created, synthesized, designed, resulting or generated from, conjugated to or complexed with (whether directly or indirectly, or in whole or in part).

     1.14 “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.

     1.15 “Diagnostic Product” means, collectively, In Vitro Diagnostic Agents, In Vivo Diagnostic Agents and any aptamer product used for Diagnosis.

     1.16 “Existing License Agreements”means, collectively, (a) the Non-Exclusive IgG Antibody Purification License Agreement dated as of October 31, 2006, by and between Ribomic and Archemix, (b) the Exclusive License Agreement by and between Ribomic and Archemix dated as of December 10, 2007 and (c) any License Agreement executed by the Parties upon the exercise of any Option pursuant to this Agreement.

     1.17 “Failed Target”means any Active Target that is removed from the Active Target List by Ribomic pursuant to Section 2.2.1(a), or is otherwise deemed to be a Failed Target pursuant to Section 2.4.4 and/or 8.3.1(c).

     1.18 “Field” means the control, prevention, treatment, cure or delay of onset or progression of any Indication in animals and humans, but excluding, without limitation, Diagnostic Products, In Vivo Imaging Applications and all non-therapeutic uses.

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

     1.20 “Indication” means any indication, disease, disorder or condition in the Field, which can be treated, controlled, prevented, cured or the onset or progression of which can be delayed.

     1.21 “In Vitro Diagnostic Agent” means any product that uses the SELEX Process or one or more Aptamers 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

Portions of this Exhibit were omitted and have been 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 SELEX Process or Aptamers 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); (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 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 shall exclude any of the uses described in this Section 1.21(c) conducted in the conduct of Research Activities with respect to Active Targets under this Agreement.

     1.22 “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.

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

     1.24 “Joint Technology”means any Technology (including, without limitation, any new and useful process, method of manufacture or composition of matter) that is jointly conceived or first reduced to practice (actively or constructively) by employees of or consultants to Ribomic and employees of or consultants to Archemix at any meeting of the RC.

     1.25 “Knowledge” means, with respect to Archemix, the actual knowledge of the chief executive officer, any vice president or the chief legal officer of Archemix.

     1.26 “License Agreement”means the license agreement substantially in the form of Exhibit B attached hereto to be executed by the Parties upon the exercise of any Option pursuant to Section 2.4.2.

     1.27 “Licensed Patent Rights” means all Patent Rights Controlled by Archemix or any of its Affiliates and listed on Exhibit A to the extent that they are (a) issued patents as of the Effective Date or (b) pending patent applications as of the Effective Date that will expire on or before September 23, 2014 as well as any patent issuing on said pending patent applications and, in any case, are necessary for Ribomic to practice the licenses granted to it hereunder. It is understood that any pending patent applications listed on Exhibit A that will expire after September 23, 2014 as well as any patent issuing thereon shall become part of the Licensed Patent Rights only by mutual agreement 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.

4

     1.28 “Patent Rights” means all rights and interests in and to issued patents and pending patent applications including, without limitation, 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.

     1.29 “Permitted Archemix Activities”means (a) with respect to any Active Target, any screening activities conducted by Archemix with respect to such Active Target for itself and/or for any Third Party for the purpose of identifying aptamers that bind to a Target other than an Active Target; and (b) any grant by Archemix to any Third Party of rights to discover, develop and/or commercialize aptamers that bind to Targets (including Active Targets) outside of the Field.

     1.30 “Permitted Ribomic Activities”means, on a country-by-country and Valid Claim-by-Valid Claim basis, any activity conducted by Ribomic or any of its Affiliates (a) involving the discovery, research, development and commercialization of therapeutic aptamers in a country for use in the Field against any Target other than the Active Targets at any time on and after the expiration of the last to expire applicable Valid Claim of the Licensed Patent Rights in such country or (b) pursuant to the terms of the Existing License Agreements, for so long as the Existing License Agreements continue in full force and effect.

     1.31 “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.

     1.32 “Radio Therapeutics” 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.

     1.33 “Research Activities”means the generation by Ribomic of Aptamers against Active Targets, and/or the use by Ribomic of the SELEX Process and the SELEX Technology against Active Targets, in either case, at the Ribomic Facility.

     1.34 “Ribomic Facility”means (a) Ribomic’s facility located at Shirokanedai Usui Building, 3-16-13 Shirokanedai, Minato-ku, Tokyo 108-0071 Japan and (b) Ribomic’s facility located at 4-6-1, Crest Hall, Shirokanedai, Minato-ku, Tokyo; provided, that the location of either Ribomic Facility may be changed or added by Ribomic by providing not less than [***] days’ prior written notice 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.

5

     1.35 “Ribomic SELEX Patent Rights” means any Patent Rights that contain one or more claims that cover Ribomic SELEX Technology. For purposes of clarity, the Ribomic SELEX Patent Rights, as of the Effective Date, include without limitation the Patent Rights listed on Exhibit C attached hereto.

     1.36 “Ribomic SELEX Technology” means any Technology that is Controlled by Ribomic as of the Effective Date or during the Term relating to or constituting aptamer compositions or that is useful for the identification, generation, modification, optimization, stabilization or use of aptamers.

     1.37 “Ribomic Target Specific Patent Rights”means any Patent Rights Controlled by Ribomic that contain one or more claims that cover Ribomic Target Specific Technology.

     1.38 “Ribomic Target Specific Technology”means any Technology that is Controlled by Ribomic during the Term that is necessary or useful for the research, development, manufacture, use, sale, importation or exportation of any Failed Target.

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

     1.40 “SELEX Process” means any process 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, those that are covered by the claims in (a) the SELEX Portfolio, including, without limitation, U.S. Patent Nos. [***] or [***], (b) any other Patent Rights Controlled by Archemix or (c) any continuation, divisional, continuation-in-part, substitution, renewal, reissue, re-examination or extension, or any foreign equivalent, of any of the foregoing Patent Rights.

     1.41 “SELEX Technology” means (a) oligonucleotides that bind to an Active 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 Active 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 Active 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 Active Aptamers.

     1.42 “Spiegelmer” means an oligonucleotide consisting of at least [***] percent ([***]%) [***], including any structural variations and modifications, derivatives, homologs, analogs and/or mimetics to the [***] components (other than [***]), identified through the use of the SELEX Process.

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

     1.44 “Technology” means, collectively, inventions, discoveries, improvements, trade

Portions of this Exhibit were omitted and have been 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

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 any negative results).

     1.45 “Territory” means all countries and jurisdictions of the world.

     1.46 “Third Party” means any person or entity other than Ribomic, Archemix and their respective Affiliates.

     1.47 “ULEHI” means University License Equity Holdings, Inc., formerly known as UTC.

     1.48 “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, Inc.

     1.49 “UTC” means University Technology Corporation, the successor in interest to the University Research Corporation.

     1.50 “Valid Claim”means any claim of a pending patent application or an issued, unexpired patent covered under the Licensed Patent Rights which, but for the license granted by Archemix hereunder, would be infringed by the Research Activities (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, or (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
AAA	9.2.1
Active Target Replacement Notice	2.2.1(a)
Agreement	Recitals
Archemix	Recitals
Archemix Indemnitees	7.1
Archemix SELEX License	2.1.2(a)
Archemix Target License	2.1.2(a)
Bankruptcy Action	8.2.4
Chosen Courts	9.2.2
Claims	7.1
Disclosing Party	1.11
Discussioon	2.4.4
Dispute	9.2.1

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.

7

Definition	Section
Effective Date	Recitals
Expired Option	2.4.3
Filing Party	5.4.3
Gilead Indemnitee	7.3
Indemnified Party	7.2
Indemnifying Party	7.2
Infringement	5.5.1
Infringement Notice	5.5.1
Non-Filing Party	5.4.3
Notice Period	2.4.4
Option	2.4.1
Option Exercise Notice	2.4.2
Option Period	2.4.2
Party	Recitals
Parties	Recitals
RC (Research Committee)	2.7
Receiving Party	1.11
Replacement Target Notice	2.2.2(a)
Replacement Target Substitution Notice	2.2.2(b)
Required Jurisdiction	5.4.2
Research License	2.1.1(a)
Ribomic	Recitals
Ribomic Patent Rights	5.2
Target Bonus Term	2.2.3
Term	8.1

2. GRANT OF RIGHTS

     2.1 Licenses.

          2.1.1 Grant of Rights to Ribomic.

               (a) Grant of Research License. Subject to the terms and conditions of this Agreement, Archemix hereby grants to Ribomic a non-exclusive, royalty-free, worldwide license during the Term, under the Licensed Patent Rights for the sole purpose of conducting the Research Activities (the “Research License”).

               (b) Negative Covenants. Ribomic is not granted the right under this Agreement to, and hereby covenants and agrees that neither it nor its Affiliates will (i) use the SELEX Process or SELEX Technology (A) on any Target that is not identified as an Active Target on the Active Target List and (B) for any purpose other than the conduct of Research Activities at the Ribomic Facility and/or except for the conduct by Ribomic of Permitted Ribomic Activities as expressly permitted under this Agreement or (ii) research, develop, make, have made, use, have used, sell, offer for sale, have sold, import, have imported, export or have exported Diagnostic Products or Spiegelmers. Notwithstanding the foregoing, Ribomic shall not be restricted by this Section 2.1.1(b) from engaging in any (i) Permitted Ribomic Activities or (ii) activity in which Ribomic is permitted to engage pursuant to a license, sublicense or other right

Portions of this Exhibit were omitted and have been 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

granted to Ribomic in any agreement other than this Agreement (including, without limitation, the Existing License Agreement) with respect to the SELEX Portfolio, the SELEX Process, SELEX Technology or Aptamers, whether granted by Archemix, or any Third Party having the right to grant such license, sublicense or other right. To the extent Ribomic or its Affiliates engages in any activities in violation of the negative covenant set forth in this Section 2.1.1(b) during the Term and files any patent applications or obtains any Patent Rights related to or arising out of such activities then, without limiting any other remedy Archemix may have under this Agreement and without any further action of either Party, Ribomic shall be deemed to have granted to Archemix, effective as of the date of any such filing, an exclusive, fully-paid, perpetual, irrevocable, royalty-free license under all such Patent Rights for any and all uses.

               (c) Reversion of License Rights. Ribomic acknowledges and agrees that each of the URC License Agreement and the Gilead-Archemix License Agreement provides that the Archemix rights in the SELEX Process or the SELEX Technology and the SELEX Portfolio may revert to Gilead or ULEHI if Archemix, its Affiliates and all assignees and sublicensees cease to exercise reasonable efforts to develop the commercial applications of products and services utilizing the SELEX Process or the SELEX Technology. Ribomic further acknowledges and agrees that the URC License Agreement provides that in the event of any termination of the URC License Agreement, the license to SELEX granted to Ribomic hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, Ribomic is not then in breach of this Agreement and Ribomic agrees to be bound to ULEHI as the licensor under the terms and conditions of this Agreement. Archemix shall inform Ribomic of such event immediately after the Archemix rights revert to Gilead or ULEHI.

               (d) Gilead-Archemix License Agreement. Ribomic acknowledges and agrees that the Gilead-Archemix License Agreement provides that in the event of any termination of the Gilead-Archemix License Agreement, the license to SELEX granted to Ribomic hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement; provided, that, Ribomic agrees to be bound to Gilead as the licensor under the terms and conditions of this Agreement; provided, that, if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Ribomic, Gilead, at its option, may terminate such license. Archemix shall inform Ribomic of such event promptly after the Gilead-Archemix License Agreement is terminated.

          2.1.2 Grant of Rights to Archemix.

               (a) Grant of Licenses. Subject to the other terms and conditions of this Agreement, Ribomic hereby grants to Archemix a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, worldwide license, with the right to grant sublicenses, (i) under all Ribomic Target Specific Technology and Ribomic Target Specific Patent Rights to research, develop, make, have made, use, have used, sell, offer for sale, have sold, import, have imported, export, have exported and commercialize Aptamers against Failed Targets for any and all purposes (the “Archemix Target License”) and (ii) under Ribomic SELEX Technology, Ribomic SELEX Patent Rights and Ribomic Patent Rights (A) to research, develop, make, have made, use, have used, sell, offer for sale, have sold, import, have imported, export, have exported, and commercialize Aptamers for any and all purposes, and (B) for any and all uses of the SELEX Process and SELEX Technology (the “Archemix SELEX License”); provided, however, 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.

9

license in clause (ii)(A) and (ii)(B) shall not apply to Active Aptamers or include any specific aptamer sequences that are identified through the conduct by Ribomic of the Permitted Ribomic Activities.

               (b) Covenant. Ribomic covenants and agrees to register the non-exclusive licenses granted to Archemix under Section 2.1.2(a) under Japanese Patent No. 2,763,958 with the Japan Patent Office as soon as practicable after the Effective Date and to provide Archemix with prompt notice of such registration. Archemix shall reasonably cooperate with Ribomic to assist in the preparation and execution of the registration and all formal documents to effect such registration, at Ribomic’s sole cost and expense, if any.

     2.2 Selection of Active Targets.

          2.2.1 Selection of Active Targets and Replacement Targets.

               (a) Designation and Substitution of Active Targets. The Parties hereby acknowledge and agree that six (6) Active Targets, as set forth on the Active Target List attached hereto as Schedule 1, have been designated by Ribomic as of the Effective Date. During the Term, Ribomic shall have the right to remove any Active Target from the Active Target List and substitute such Active Target with a Replacement Target by providing written notice to Archemix, which notice shall identify the Active Target to be removed and the Replacement Target selected by Ribomic to replace the removed Active Target (the “Active Target Replacement Notice”). Subject to Section 2.2.3, upon receipt by Archemix of an Active Target Replacement Notice, (i) the Active Target that is selected for removal in the Active Target Replacement Notice shall be deemed to a Failed Target for purposes of this Agreement; (ii) the Parties shall promptly amend Schedule 1 to include such Replacement Target as an Active Target and such Replacement Target shall be deemed to be an Active Target for purposes of this Agreement; (iii) the Research License granted to Ribomic with respect to such Failed Target set forth in Section 2.1.1(a) shall immediately terminate; and (iv) Ribomic shall be deemed to have granted Archemix the Archemix Target License set forth in Section 2.1.2(a)(i) with respect to such Failed Target. If Ribomic substitutes an Active Target with a Replacement Target as described in this Section 2.2.1(a), no additional Replacement Target may be proposed by Ribomic pursuant to Section 2.2.2 to replace such Replacement Target.

          2.2.2 Selection of Replacement Targets.

               (a) Designation of Replacement Targets. Subject to Sections 2.2.3 and 2.4.4, during the period commencing on the Effective Date and continuing until December 31, 2009, Ribomic shall have the right to request that up to [***] Targets be accepted by Archemix as Replacement Targets and included on the Target Replacement List by providing written notice to Archemix, which notice shall identify each such proposed Replacement Target (each, a “Replacement Target Notice”). Archemix shall determine whether to accept or reject any such proposed Replacement Target pursuant to Section 2.2.2(c). To the extent Archemix accepts any Target for inclusion as a Replacement Target on the Target Replacement List in accordance with Section 2.2.2(c), the Parties shall promptly amend Schedule 2 to include such Target as a Replacement Target. To the extent that Archemix rejects any Target for inclusion as a Replacement Target on the Target Replacement List in accordance with Section 2.2.2(c), such Target will not be included on Schedule 2 as a Replacement Target and Ribomic shall have 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.

10

rights under this Agreement with respect to such Target.

               (b) Substitution of Replacement Targets. During the Term, Ribomic shall have the right on [***] for each of the [***] Replacement Targets originally identified by Ribomic pursuant to Section 2.2.2(a) to replace such Replacement Target on the Target Replacement List by a new Target by providing written notice to Archemix, which notice shall identify the Replacement Target to be removed and the Target being proposed by Ribomic in substitution for the removed Replacement Target (the “Replacement Target Substitution Notice”). Archemix shall determine whether to accept or reject any such proposed Replacement Target pursuant to Section 2.2.2(c). To the extent Archemix accepts any such new Target for inclusion on the Target Replacement List in accordance with Section 2.2.2(c), (i) the Parties shall promptly amend Schedule 2 to include such new Target as a Replacement Target and remove the substituted Replacement Target and (ii) all rights granted to Ribomic under this Agreement (including, without limitation, pursuant to Section 2.1.1(a)) with respect to such substituted Replacement Target shall immediately terminate. To the extent that Archemix rejects any Target for inclusion as a Replacement Target on the Target Replacement List in accordance with Section 2.2.1(c), such Target will not be included on Schedule 2 as a Replacement Target and Ribomic shall have no rights under this Agreement with respect to such Target.

               (c) Acceptance/Rejection of Targets by Archemix. To the extent Ribomic requests the inclusion of a Target as a Replacement Target pursuant to Sections 2.2.2(a) or (b), Archemix shall accept or reject the proposed Target as a Replacement Target by providing Ribomic with written notice within [***] days after receipt of notice from Ribomic; provided, that, Ribomic hereby acknowledges and agrees that a Target proposed by Ribomic for inclusion as a Replacement Target on the Target Replacement List may be rejected by Archemix for any reason or for no reason in its sole discretion.

          2.2.3 Limitation on Number of Active Targets and Replacement Targets. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Ribomic have, at any one time, (a) more than [***] Active Targets on the Active Target List and (b) subject to the immediately subsequent sentence of this Section 2.2.3 and the fourth sentence of Section 2.4.4, more than [***] Replacement Targets on the Replacement Target List. Notwithstanding anything to the contrary in this Agreement, during the period commencing on the [***] and continuing until [***] (the “Target Bonus Term”), Ribomic shall have the right to designate [***] for inclusion on the Target Replacement List pursuant to Section 2.2.2(a) for every [***] Options exercised by Ribomic pursuant to Section 2.4.2 during the Target Bonus Term. By way of example, if Ribomic exercises [***] Options pursuant to Section 2.4.2 on or before expiration of the Target Bonus Term, Ribomic would have the right to designate [***] additional Replacement Targets for inclusion on the Target Replacement List at any time before expiration of the Target Bonus Term.

Portions of this Exhibit were omitted and have been 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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     2.3 No Other Rights. Ribomic is not granted any rights to use or otherwise exploit Licensed Patent Rights except as set forth in this Agreement or the Existing License Agreements and Archemix is not granted any rights to use or otherwise exploit Ribomic SELEX Technology, Ribomic SELEX Patent Rights or Ribomic Patent Rights, Ribomic Target Specific Technology or Ribomic Target Specific Patent Rights except as set forth in this Agreement or the Existing License Agreements.

     2.4 Grant of Option to Ribomic.

          2.4.1 Option Grant. Archemix hereby grants Ribomic, with respect to each Active Target, an option (each an “Option”) to obtain an exclusive royalty-bearing license in the Territory under Licensed Patent Rights for the purpose of researching, developing, making, having made, using, having used, selling, having sold, offering for sale, importing, having imported, exporting and having exporting Active Aptamers directed to such Active Target, for any and all uses within the Field. For purposes of clarity, (a) Options shall only be available with respect to Active Targets that are listed on the Active Target List and (b) under no circumstances shall Ribomic have any rights to obtain an Option under this Agreement to any Target listed on the Replacement Target List unless and until it is designated as an Active Target pursuant to Section 2.2.1(a).

          2.4.2 Option Exercise. Subject to Sections 2.4.3 and 2.4.4, Ribomic shall have the right to exercise each Option at any time during the period commencing on the Effective Date and continuing until expiration of the Term (the “Option Period”), by (a) delivering written notice of exercise thereof (the “Option Exercise Notice”) on or before the expiration of the Option Period, which Option Exercise Notice shall specify the Active Target that is the subject of the Option, and (b) executing a License Agreement in the form attached hereto as Exhibit B. Upon the exercise of an Option with respect to an Active Target as provided in this Section 2.4.2, (a) such Active Target shall be removed from the Active Target List, (b) the Research License applicable to such Active Target set forth in Section 2.1.1(a) shall immediately terminate and (c) such Active Target shall become a Licensed Target (as defined in the License Agreement) and the Licensed Patent Rights (as defined in the License Agreement) shall be exclusively licensed with respect to such Licensed Target to Ribomic on the terms and subject to the conditions set forth in the relevant License Agreement.

          2.4.3 Option Expiration. In the event that Ribomic fails to exercise any Option on or before the expiration of the Option Period (each, an “Expired Option”), all rights granted by Archemix to Ribomic pursuant to this Agreement with respect to each such Expired Option shall terminate.

          2.4.4 Archemix Notification Obligations; Reinstatement Right.

               (a) Notice of Discussion; Designation Right. If at any time during the Term, a Third Party initiates good faith discussions with Archemix for purposes of (inter alia) acquiring a license with respect to therapeutic applications of any Active Target or Replacement Target (each, a “Discussion”), Archemix shall provide written notice to Ribomic which shall identify the Active Target or Replacement Target that is the subject of the Discussion and include the name and e-mail address of the person or persons at Archemix to whom Ribomic may 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.

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its response pursuant to the next sentence (the “Section 2.4.4 Contact Person(s)”). Ribomic shall have a period of up to [***] days following the date of receipt of Archemix’s notice pursuant to this section (the “Notice Period”) to (i) notwithstanding anything to the contrary in this Agreement, with respect to any such Replacement Target, designate the Replacement Target as an Active Target pursuant to Section 2.2.1(a) and exercise the Option applicable to such Replacement Target pursuant to Section 2.4.2 and (ii) with respect to any such Active Target, exercise the Option applicable to such Active Target pursuant to Section 2.4.2. Notwithstanding anything to the contrary in this Agreement, any response provided by Ribomic pursuant to this Section 2.4.4 may be made by Ribomic by e-mail to the Section 2.4.4 Contact Persons(s). If Ribomic fails to give notice pursuant to Section 10.1(i), (ii) or (iii) of its exercise of the Option with respect to a Replacement Target or Active Target as provided above within the Notice Period, Ribomic’s Option with respect to such Active Target shall immediately terminate and Archemix shall thereafter have the unencumbered right to (inter alia) negotiate and execute one or more agreements with any Third Party or provide an existing Third Party licensee with rights that provide for the conduct of one or more research, development and/or commercialization programs with such Third Party with respect to the applicable Active Target. Should Archemix execute an agreement with a Third Party or provide an existing Third Party licensee with rights with respect to such Active Target or Replacement Target, (a) subject to any confidentiality obligations, Archemix shall promptly notify Ribomic of such agreement or other grant of rights, (b) the Replacement Target or Active Target, as the case may be, shall be deemed to be a Failed Target for purposes of this Agreement and shall be removed from the Active Target List or Target Replacement List, as the case may be; (c) Ribomic shall be deemed to have granted Archemix the Archemix Target License set forth in Section 2.1.2(a)(i) with respect to such Failed Target; and (d) Ribomic shall have the right to designate an Active Target in substitution for such Failed Target by providing written notice pursuant to Section 2.2.1(a) or a Replacement Target in substitution for such Failed Target by providing written notice to Archemix pursuant to Section 2.2.2(a), as the case may be. Notwithstanding anything to the contrary in this Agreement, if an Active Target becomes a Failed Target pursuant to this Section 2.4.4(a) or Section 2.4.4(b) within (a) [***] months of the Effective Date, with respect to the Active Targets listed on Schedule 1 attached hereto as of the Effective Date; and (b) within [***] months of the designation of any Active Target, with respect to any other Active Target, Ribomic shall have the right to designate an additional Replacement Target for inclusion on the Target Replacement List pursuant to Sections 2.2.2(a) and 2.2.2(c).

               (b) Reinstatement of Active Targets or Replacement Targets. If at any time during the Term, Archemix determines in its sole discretion that it does not wish to execute an agreement with a Third Party with respect to an Active Target or Replacement Target that has become the subject of its Third Party negotiation right pursuant to this Section 2.4.4, (i) Archemix shall provide written notice to Ribomic which shall identify the applicable Active Target or Replacement Target and include the Section 2.4.4 Contact Person(s) and (ii) Ribomic shall have a period of up to [***] days following the date of receipt of Archemix’s notice (the “Reinstatement Notice Period”) pursuant to this section to reinstate its Option with respect to such Active Target or Replacement Target by providing written notice, which may be made by e-mail to the Section 2.4.4 Contact Person(s). If Ribomic reinstates the Option with respect to a Replacement Target or Active Target as provided above, Schedule 1 or Schedule 2 shall be immediately amended to include such Target as a Replacement Target or Active Target, as the case may be, and Sections 2.4.2 through 2.4.4 shall apply once again to such Replacement Target or Active 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.

13

commencing with the date of such reinstatement. Notwithstanding anything to the contrary in this Agreement, Ribomic shall have the right at any time after the expiration of the Notice Period and prior to the expiration of the Reinstatement Notice Period to waive its right to reinstate the Active Target or Replacement Target identified in Archemix’s notice by providing written notice, which may be made by e-mail to the Section 2.4.4 Contact Person(s). If Ribomic waives its right to reinstate any such Active Target or Replacement Target as provided above, (a) the Replacement Target or Active Target, as the case may be, shall be deemed to be a Failed Target for purposes of this Agreement and shall be removed from the Active Target List or Target Replacement List, as the case may be; (b) Ribomic shall be deemed to have granted Archemix the Archemix Target License set forth in Section 2.1.2(a)(i) with respect to such Failed Target; and (c) Ribomic shall have the right to designate an Active Target in substitution for such Failed Target by providing written notice pursuant to Section 2.2.1(a) or a Replacement Target in substitution for such Failed Target by providing written notice to Archemix pursuant to Section 2.2.2(a), as the case may be.

     2.5 Diligence. From and after the Effective Date, Ribomic shall have full control and authority over the conduct of all Research Activities, which Research Activities shall be undertaken at Ribomic’s sole cost and expense. Ribomic will exercise Commercially Reasonable Efforts to conduct such Research Activities.

     2.6 Progress Reports. Ribomic shall provide Archemix with written reports every [***] months during the Term that describes in reasonable detail its progress with respect to the Research Activities which shall include, at 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 and to assess the progress made by Ribomic toward meeting the diligence obligations of Section 2.5 above.

     2.7 Research Committee. To facilitate the providing of progress reports by Ribomic with respect to the Research Activities contemplated by this Agreement, at Archemix’s sole option and request the Parties will establish a Research Committee (the “RC”), which will be comprised of equal numbers of representatives of each of the Parties. The RC will meet on dates mutually agreed to by the Parties not less than [***] per Calendar Year, in person or by teleconference which, if in person, shall alternate between the offices of Cambridge, Massachusetts and Tokyo, Japan.  Intellectual property representatives of each Party may be invited to participate in RC meetings and such meetings will provide a forum to discuss any patent prosecution and enforcement issues that arise under this Agreement. Each Party will be responsible for the costs and expenses incurred by its representative in participating on the RC. Notwithstanding anything to the contrary in this Section 2.7, (i) the RC shall have no authority to make any decisions binding on the Parties with respect to either Party’s performance under this Agreement and (ii) the RC shall not meet more than [***] per Calendar Year unless the Parties mutually agree to do so.

3. PAYMENTS AND ROYALTIES

     3.1 Research License Fee. In consideration for the rights granted to Ribomic hereunder, Ribomic hereby agrees to pay Archemix an upfront technology access and license fee in the aggregate amount of Six Million Dollars (U.S. $6,000,000), of which (i) Three Million Dollars (US $3,000,000) shall be payable within thirty (30) days of the Effective Date; (ii) One Million Dollars (US $1,000,000) shall be payable on or before December 31, 2008 and (iii) Two

Portions of this Exhibit were omitted and have been 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

Million Dollars (US $2,000,000) shall be payable on or before December 31, 2009. All such payments shall be made by wire transfer of immediately available funds and shall be non-refundable and non-creditable.

     3.2 Overdue Payments. Subject to the other terms of this Agreement, any payments not paid within the time period set forth in this Article 3 shall bear interest at a rate of [***] percent ([***]%) per month from the due date until paid in full; provided, that, in no event shall said annual rate exceed the maximum interest rate permitted by law in regard to such payments. Any such overdue payment shall, when made, be accompanied by, and credited first to, all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of Archemix to any other remedy, legal or equitable, to which it may be entitled because of the delinquency of the payment.

     3.3 Accounting; Taxes. All payments hereunder shall be made in the United States in United States dollars and shall be made free and clear of any taxes, duties, levies, fees or charges.

4. TREATMENT OF CONFIDENTIAL INFORMATION

     4.1 Confidentiality Obligations. Archemix and Ribomic each recognizes that the other Party’s Confidential Information constitutes highly valuable assets of such other Party. Archemix and Ribomic each agrees that, subject to the remainder of this Article 4, it will hold in confidence and will not disclose, and will cause its Affiliates and sublicensees not to disclose, any Confidential Information of the other Party and it will not use, and will cause its Affiliates and sublicensees not to use, any Confidential Information of the other Party except as expressly permitted hereunder; provided, that, such obligations shall apply during the Term and for an additional [***] ([***]) years thereafter.

     4.2 Limited Disclosure and Use. Archemix and Ribomic each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor 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 4.3. In addition, Archemix and Ribomic 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) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction, and (c) 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 as required by Applicable Laws; provided, that, in the case of any such disclosure, the disclosing Party shall (i) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure and (ii) 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.

Portions of this Exhibit were omitted and have been 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

     4.3 Employees and Consultants. Ribomic and Archemix each hereby represents that all of its employees, consultants and contractors, and all of the employees, consultants and contractors of its Affiliates, who have access to Confidential Information of the other Party are or will, prior to their participation or access, be bound by written obligations to maintain such Confidential Information 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.

     4.4 Publicity. The Parties acknowledge and agree that (a) the terms of this Agreement constitute Confidential Information of each Party and may only be disclosed (i) as permitted by Section 4.2, and (ii) to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, licensees and potential licensees, acquirers or merger partners and potential acquirers or merger partners of such Party, and, with respect to Archemix, to Gilead and University License Equity Holdings, Inc.; and (b) 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 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 4.1, except as required by Applicable Laws, neither Party shall issue a press or news release or make any similar public announcement related to this Agreement without the prior written consent of 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.

16

5. INTELLECTUAL PROPERTY RIGHTS AND PROVISIONS

     5.1 Licensed Patent Rights. Archemix shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any Licensed Patent Rights.

     5.2 Ribomic Patent Rights. Ribomic shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all Patent Rights arising out of the practice by Ribomic of the license pursuant to Section 2.1.1(a) (“Ribomic Patent Rights”).

     5.3 Joint Technology; Joint Patent Rights. Ribomic and Archemix shall jointly own all Joint Technology and Joint Patent Rights. Notwithstanding anything to the contrary contained in this Agreement or under Applicable Laws, 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 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, provided, that, to the extent that any Joint Technology and/or Joint Patent Rights are necessary or useful for the research, development, manufacture, use, sale, importation or exportation of an Active Aptamer being commercialized by Ribomic pursuant to an executed License Agreement, Archemix shall not use or license to a Third Party its interest in such Joint Technology and/or Joint Patent Rights to develop or commercialize any Aptamers that were selected against and bind to the applicable Active Target with high specificity and affinity.

     5.4 Prosecution of Patent Rights.

          5.4.1 Licensed Patent Rights. Archemix, at its sole expense and acting through patent counsel or agents of its choice, shall be solely responsible for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights.

          5.4.2 Ribomic SELEX Patent Rights. Ribomic and/or its Affiliates, as applicable, at its sole expense and acting through patent counsel or agents of its choice, shall have the sole responsibility and obligation for the preparation, filing, prosecution and maintenance of the Ribomic SELEX Patent Rights in the countries listed on Schedule 3 (the “Required Jurisdictions”). In the event that Ribomic determines not to file or to abandon any of the Ribomic SELEX Patent Rights in any of the Required Jurisdictions, Ribomic shall notify Archemix sufficiently in advance so that Archemix can, without any loss of rights, and Archemix shall have the right to, file, prosecute and maintain such Ribomic SELEX Patent Rights in Ribomic’s name at Archemix’s expense in such Required Jurisdictions.

          5.4.3 Joint Patent Rights. Unless the Parties otherwise agree, each Party, acting through patent counsel or agents of its choice, shall be jointly responsible for the preparation, filing, prosecution and maintenance of all Joint Patent Rights as follows: (a) Ribomic shall be responsible for the preparation, filing, prosecution and maintenance of any such claims that specifically claim any Active Aptamer; (b) Archemix shall be responsible for the preparation, filing, prosecution and maintenance of any such claims that do not specifically claim any Active Aptamer; (c) the Parties shall discuss in good faith whether and how to pursue those claims for which they have primary responsibility under this Section 5.4.3 in separate 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.

17

applications; (d) each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 5.4.3 (a “Filing Party”) shall provide the other Party (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 5.4.3; and (e) each Party shall be responsible for all expenses incurred by it for the preparation, filing prosecution and maintenance of any Joint Patent Rights for which it has primary responsibility pursuant to this Section 5.4.3. The Filing Party shall (a) regularly provide the Non-Filing Party with copies of all patent applications filed hereunder for Joint Patent Rights 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 Joint Patent Rights under this Section 5.4.3; 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.

     5.5 Infringement.

          5.5.1 Notice. In the event that during the Term either Party becomes aware of any possible infringement of any Licensed Patent Rights, Ribomic SELEX Patent Rights or Joint Patent Rights, including the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act or its equivalent outside the United States 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”).

          5.5.2 Infringement of Licensed Patent Rights. Archemix shall have the sole right, but not the obligation, in its sole discretion, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened Infringement of the Licensed Patent Rights.

          5.5.3 Infringement of Ribomic SELEX Patent Rights. Ribomic shall have the first right, but not the obligation, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened Infringement of the Ribomic SELEX Patent Rights. Archemix shall have the right, at its own expense, to be represented in any such action by Ribomic by counsel of Archemix’s own choice; provided, that, under no circumstances shall the foregoing affect the right of Ribomic to control the suit as described in the first sentence of this Section 5.5.3. If Ribomic does not file any action or proceeding against any such Infringement within [***] months (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 or its equivalent outside the United States) after the later of (i) Ribomic’s notice to Archemix under Section 5.5.1 above, (ii) Archemix’s notice to Ribomic under Section 5.5.1 above or (iii) a written request from Archemix to take action 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.

18

respect to such Infringement, then Archemix shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against such actual, alleged or threatened infringement, with legal counsel of its own choice. 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; provided, 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. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken under this Section 5.5.3, shall belong to [***].

          5.5.4 Infringement of 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. Each Party shall bear [***] of the cost of any action, suit or proceeding instituted under this Section 5.5.4 and [***] of all amounts recovered shall be received by each Party; provided, that, if the Parties are unable to determine whether and how to institute an action, suit or proceeding for Infringement of any such Joint Patent Right, either Party shall have the right to prosecute such Infringement, in which event that Party shall bear [***] and be entitled to retain [***]. Each Party shall have the right to be represented by counsel of its own selection in any action, suit or proceeding instituted under this Section 5.5.4 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.

6. REPRESENTATIONS AND WARRANTIES

     6.1 Mutual Representations and Warranties. Archemix and Ribomic each represents and warrants to the other, as of the Effective Date, as follows:

          6.1.1 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.

          6.1.2 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.

          6.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions.

          6.1.4 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.

Portions of this Exhibit were omitted and have been 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 Acknowledgment of Ribomic. Ribomic acknowledges that the licenses and rights granted to Ribomic hereunder are subject to certain limitations and restrictions set forth in the Archemix-Gilead License Agreement and agrees that Ribomic shall comply with the terms of the Archemix-Gilead License Agreement that Archemix is subject to thereunder.

     6.3 Additional Representations and Warranties.

          6.3.1 Additional Representations and Warranties of Archemix.

               (a) Authority. Archemix represents and warrants to Ribomic that Archemix Controls the Licensed Patent Rights and has the right to grant the license and Option granted to Ribomic on the terms set forth herein.

               (b) No Litigation. Archemix represents and warrants to Ribomic that, as of the Effective Date and with no further duty to update, to Archemix’s Knowledge, there is no pending litigation against Archemix that seeks to invalidate or oppose any of the patents or patent applications included in the Licensed Patent Rights.

               (c) Archemix-Gilead License Agreement. Archemix represents and warrants to Ribomic that the Archemix-Gilead License Agreement as heretofore delivered by Archemix to Ribomic represents the complete agreement and understanding between Gilead Sciences, Inc. and Archemix relating to the Licensed Patent Rights which are the subject of the Archemix-Gilead License Agreement; the Archemix-Gilead License Agreement has not been modified, supplemented or amended in any manner that would adversely affect the rights granted to Ribomic under this Agreement, other than by amendments thereto provided to Ribomic prior to the Effective Date; and the Archemix-Gilead License Agreement is in full force and effect and Archemix is in compliance in all material respects with its obligations thereunder.

               (d) No Infringement. Archemix represents and warrants to Ribomic that to its Knowledge, there is no litigation pending or threatened that alleges that (i) the practice of the SELEX Process and/or the use of SELEX Technology as contemplated by this Agreement infringes the Patent Rights of any Third Party, (ii) the Licensed Patent Rights are invalid or unenforceable; or (iii) the use of the Licensed Patent Rights as contemplated by this Agreement infringes the Patent Rights of any Third Party.

               (e) No Conflict with Existing Active Targets. Archemix hereby represents and warrants as of the Effective Date that none of the Active Targets listed on the Active Target List on the Effective Date are the subject of an ongoing internal research program being conducted by Archemix as of the Effective Date.

          6.3.2 Additional Representations and Warranties of Ribomic.

               (a) Authority. Ribomic represents and warrants to Archemix that Ribomic has the right to grant the Archemix Target License and the Archemix SELEX License granted to Archemix on the terms set forth herein.

               (b) No Litigation. Ribomic represents and warrants to Archemix that, as of the Effective Date and with no further duty to update (except as otherwise stated), there is no pending litigation against Ribomic or any Affiliate of Ribomic that seeks to invalidate or oppose

Portions of this Exhibit were omitted and have been 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

any of the patents or patent applications included in the Ribomic SELEX Patent Rights.

               (c) No Conflict. Ribomic represents and warrants to Archemix that, as of the Effective Date and with no further duty to update, it is not researching, developing or commercializing Aptamers that bind to a Target other than its research, development and/or commercialization of Aptamers pursuant to this Agreement and the Existing License Agreements.

               (d) IP Rights. Ribomic represents and warrants to Archemix that Ribomic has obtained appropriate written agreements from all individuals involved in the conduct of Research Activities at the Ribomic Facility, which agreements require that all discoveries and inventions conceived or reduced to practice by such individuals in the conduct of the Research Activities shall be promptly disclosed and assigned to Ribomic.

7. INDEMNIFICATION AND INSURANCE

     7.1 Indemnification of Archemix by Ribomic. Ribomic 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 liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Archemix Indemnitees, or any one of them, as a direct result of claims, suits, actions or demands by Third Parties (collectively, the “Claims”) arising out of (a) the conduct by it or any Person of the Research Activities or (b) the gross negligence or willful misconduct of Ribomic or any of its Affiliates.

     7.2 Conditions to Indemnification. An Archemix Indemnitee seeking recovery under this Article 7 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the indemnifying party (the “Indemnifying Party”) and provided that the Indemnifying Party is not contesting its obligation under this Article 7, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim (including without limitation any settlement thereof); provided, that, the Indemnifying Party shall 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, unless such settlement includes a full release of the Indemnified Party, in which case the indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. 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.

     7.3 Indemnification of Gilead and UTC by Ribomic. If and solely to the extent, legally required by the Archemix-Gilead License Agreement, Ribomic 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, storage or transport, by Ribomic or its Affiliates of (a) any Active Aptamers, or (b) any other products, services or activities developed by Ribomic relating to the Licensed Patent Rights, including any Active Aptamers.

     7.4 Warranty Disclaimer. NEITHER PARTY MAKES ANY WARRANTY 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.

21

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 NONINFRINGEMENT. NEITHER PARTY MAKES ANY WARRANTIES AS TO THE VALIDITY OR ENFORCEABILITY OF THE PATENT RIGHTS LICENSED BY SUCH PARTY TO THE OTHER PARTY.

     7.5 Limited Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT WITH RESPECT TO RIBOMIC’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.1 AND/OR 7.3, 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.

8. TERM AND TERMINATION

     8.1 Term; Expiration. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue, unless earlier terminated as provided herein, until June 10, 2011.

     8.2 Termination.

          8.2.1 Unilateral Right to Terminate. Ribomic shall have the right to terminate this Agreement, for any reason, upon (a) at least ninety (90) days’ prior written notice to Archemix, such notice to state the date following the date of receipt of such notice by Archemix upon which termination is to be effective, (b) the payment by Ribomic of all amounts due to Archemix pursuant to Section 3.1 through January 1, 2010 and (c) the payment by Ribomic of all other amounts due to Archemix through such termination effective date.

          8.2.2 Termination for Challenge. In the event Ribomic, its Affiliates and/or Sublicensees initiates a Challenge or assists a Third Party in initiating a Challenge, Archemix shall have the right to terminate this Agreement, effective immediately upon written notice to Ribomic.

          8.2.3 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, if curable, remains uncured for [***] 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.

          8.2.4 Termination for Insolvency. Each Party shall give the other Party reasonable prior notice of the filing with respect to itself of any voluntary petition, and prompt notice of the filing with respect to itself of any involuntary petition, under any bankruptcy 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.

22

In the event that either Party: (a) files for protection under bankruptcy laws; (b) makes an assignment of all or substantially all of its assets for the benefit of creditors; (c) appoints or suffers appointment of a receiver or trustee over all or substantially all of its assets; and (d) files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within [***] days of the filing thereof (each of (a)-(d), a “Bankruptcy Action”), then the other Party may terminate this Agreement effective immediately upon written notice to such Party. 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. Upon filing such protection or petition by Archemix, Archemix shall, without any delay, perform all necessary procedures under any then-applicable laws including, but not limited to, Section 365(n) of the United States Bankruptcy Code, to protect all rights and licenses granted to Ribomic under Section 2.1.1 hereof in order for retaining and defending such rights and license. Notwithstanding any provision contained in this Agreement to the contrary, if any Bankruptcy Action takes place with respect to Archemix, and the trustee in bankruptcy of Archemix, or Archemix as a debtor-in-possession, properly elects to reject this Agreement, Ribomic may, pursuant to Section 365(n) of the Bankruptcy Code, retain and enforce any and all rights hereunder granted to Ribomic to the maximum extent permissible by law. All rights, powers and remedies of Ribomic, as a licensee hereunder, 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, the Bankruptcy Code) in the event of the commencement of a Bankruptcy Action with respect to Archemix. Ribomic, in addition to the rights, powers 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 the Bankruptcy Code) in such event.

     8.3 Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 8, the following provisions shall apply:

          8.3.1 If this Agreement is terminated by Ribomic pursuant to Section 8.2.1 or by Archemix pursuant to Sections 8.2.2, 8.2.3 or 8.2.4:

               (a) all licenses granted by Archemix to Ribomic under this Agreement shall immediately terminate and Archemix shall have no further obligations under Sections 2.1.1 or 2.4;

               (b) all licenses granted by Ribomic to Archemix prior to the termination of this Agreement hereunder shall continue and survive in full force and effect;

               (c) all Active Targets shall be deemed to be Failed Targets; and

               (d) Ribomic shall promptly return all Confidential Information of Archemix; provided, that, Ribomic may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

          8.3.2 If this Agreement is terminated by Ribomic pursuant to Sections 8.2.3 or 8.2.4, all licenses granted by Archemix to Ribomic shall survive, subject to Ribomic’s continued payment of all installments of the Research License Fee due and payable to Archemix pursuant

Portions of this Exhibit were omitted and have been 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

to Article 4; and Ribomic shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ribomic may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

     8.4 Remedies. Except as otherwise expressly set forth in this Agreement, the termination provisions of this Article 8 are in addition to any other relief and remedies available to either Party at law.

     8.5 Surviving Provisions. Notwithstanding any provision herein to the contrary, the rights and obligations of the Parties set forth in Articles 4, 7 and 9 and Sections 5.1, 5.2, 5.3, 5.4 5.5.4, 8.3 and 10.2, as well as any rights or obligations otherwise accrued hereunder (including any accrued payment obligations), shall survive the expiration or termination of the Term.

9. DISPUTES

     9.1 Negotiation. The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the Term that relates to either Party’s rights and/or obligations hereunder. In the event of the occurrence of such a dispute, either Party may, by written notice to the other Party, have such dispute referred to their respective senior officials designated below or their successors or designees, for attempted resolution by good faith negotiations within [***] days after such notice is received. Said designated senior officials are as follows:

For Ribomic:	[***]
For Archemix:	[***]

In the event the designated senior officials or their successors or designees are not able to resolve such dispute within the [***] day period, either Party may invoke the provisions of Section 9.2.

     9.2 Arbitration; Litigation.

          9.2.1 Arbitration. Subject to Section 9.2.2 below, any dispute, controversy or claim initiated by either Party arising out of, resulting from or relating to this Agreement or the performance by either Party of its obligations under this Agreement (excluding actions under Article 8 and bona fide Third Party actions or proceedings filed or instituted in an action or proceeding by a Third Party against a Party) (a “Dispute”), whether before or after termination of this Agreement, shall be finally resolved by binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. Any such arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) by a panel of three arbitrators appointed in accordance with such rules. Any such arbitration shall be held in Boston, Massachusetts if such arbitration is demanded by Ribomic and in Honolulu, Hawaii if such arbitration is demanded by Archemix. The method and manner of discovery in any such arbitration proceeding shall be governed by the laws of the New York. The arbitrator shall have the authority to grant injunctions and/or specific performance and to allocate between the Parties the costs of arbitration in such equitable manner as they determine. Judgment upon the award so rendered

Portions of this Exhibit were omitted and have been 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

may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, pending the selection of the arbitrator hereunder or pending the arbitrators’ determination of any dispute, controversy or claim hereunder.

          9.2.2 Litigation; Venue; Jurisdiction. Each of the Parties hereto hereby (a) irrevocably and unconditionally agrees that any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement that is not a Dispute, whether in tort or contract or at law or in equity, shall be brought by such Party exclusively in the state and federal courts of the State of New York (the “Chosen Courts”); (b) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (c) waives any objection to laying of venue in any such action or proceeding in the Chosen Courts; (d) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with this Agreement; and (f) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Applicable Laws or at equity.

10. MISCELLANEOUS

     10.1 Notification. All notices, requests 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 (a) delivered by hand, (b) made by facsimile transmission, (c) sent by private courier service providing evidence of receipt or (d) sent by registered or certified mail, return receipt requested, postage prepaid. The addresses and other contact information for the parties are as follows:

If to Ribomic:	If to Archemix:
Ribomic, Inc.	Archemix Corp.
Shirokanedai Usui Building	300 Third Street
3-16-13 Shirokanedai	Cambridge, MA 02142
Minato-ku	Tel: (617) 621-7700
Tokyo 108-0071	Fax: (617) 621-9300
Japan	Attention: Chief Executive Officer
Tel: (03) 3440-3303	Attention: Legal Department
Fax: (03) 3440-3729
Attention: President
Attention: Legal Department

Portions of this Exhibit were omitted and have been 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

With a copy to:

Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02110

Tel: (617) 542-6000

Fax: (617) 542-2241

Attn: John J. Cheney, Esq.

     All notices, requests 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 facsimile transmission, at the time that confirmation of receipt thereof has been received by the Party delivering such notice, (iii) if sent by an internationally recognized courier service which provides a delivery receipt on the day of actual receipt by the recipient, or (iv) if sent by registered or certified mail, on the seventh (7^th) business day following the day such mailing is made.

     10.2 Governing Law. This Agreement will be construed, interpreted and applied in accordance with the laws of the State of New York (excluding its body of law controlling conflicts of law).

     10.3 English Language. All data, results and information that is in a language other than English and that is provided by either Party to the other Party and/or to the RC under this Agreement shall be provided both in its original format, without translation, and in an English translation within ten (10) business days (which translation shall be made at the providing Party’s sole cost and expense).

     10.4 Limitations. Except as expressly set forth in this Agreement, neither Party grants to the other Party any right or license to any of its intellectual property.

     10.5 Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations, understandings and agreements between the Parties with respect to the subject matter hereof. No modification or amendment shall be effective unless in writing with specific reference to this Agreement and signed by the Parties.

     10.6 Waiver. The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

     10.7 Headings. Section and subsection headings are inserted for convenience of reference only and do not form part of this Agreement.

     10.8 Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either Party without the 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.

26

express written consent of the other; provided, that, either Party may, without the written consent of the other, assign this Agreement and its rights and delegate its obligations hereunder to its Affiliates or in connection with the transfer or sale of all or substantially all of such Party’s assets or business to which this Agreement relates or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment in violation of this Section 10.8 shall be void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.

     10.9 Force Majeure. Neither Party 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 natural disasters or any causes beyond the reasonable control of such Party. In event of such force majeure, the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

     10.10 Construction. 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 all Parties hereto and not in favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement.

     10.11 Severability. If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed unenforceable under then current applicable law from time to time in effect during the Term hereof, it is the intention of the Parties that the remainder of this Agreement shall not be affected thereby; provided, that, a Party’s rights under this Agreement are not materially affected. The Parties hereto covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid, illegal or unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated.

     10.12 Status. Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee or joint venture relationship between the Parties.

     10.13 Further Assurances. Each Party agrees to execute, acknowledge and deliver such further instructions, 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.

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

[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.

27

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representative in
two (2) originals.

RIBOMIC, INC.		ARCHEMIX CORP.
By:	/s/ Michi Nishiyawa	By:	/s/ John A. Harre
Name:	Michi Nishiyawa	Name:	John A. Harre
Title:	President and CEO	Title:	Vice President I.P. and Legal Affairs

Portions of this Exhibit were omitted and have been 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

Schedule 1

Active Target 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.

Schedule 1-1

Schedule 2

Replacement Target 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.

Schedule 2-1

Schedule 3

Required Jurisdiction

[***]

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

Schedule 3-1

Exhibit A (dated May 19, 2008)

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.

Exhibit A-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.

Exhibit A-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.

Exhibit A-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.

Exhibit A-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.

Exhibit A-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.

Exhibit A-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.

Exhibit A-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.

Exhibit A-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.

Exhibit A-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.

Exhibit A-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.

Exhibit A-11

Archemix Ref. No.	Status	Appl. 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.

Exhibit A-12

Archemix Ref. No.	Status	Appl. 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.

Exhibit A-13

Archemix Ref. No.	Status	Appl. 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.

Exhibit A-14

Archemix Ref. No.	Status	Appl. 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.

Exhibit A-15

Exhibit B

Form of Exclusive License Agreement

FORM OF EXCLUSIVE LICENSE AGREEMENT

     This Exclusive License Agreement (this “Agreement”) is made effective as of ___ ___, 2008 (the “Effective Date”), by and between Archemix Corp, a Delaware corporation with offices at 300 Third Street, Cambridge, MA 02142 (“Archemix”), and Ribomic, Inc., a corporation organized under the laws of Japan with offices at Shirokanedai Usui Building, 3-16-13 Shirokanedai Usui Building, Shirokanedai, Minato-ku, Tokyo 108-0071 Japan (“Ribomic”). Archemix and Ribomic are each sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

     WHEREAS, the Parties entered into a Research License and Option Agreement dated as of May ___, 2008 (the “License and Option Agreement”) pursuant to which Archemix granted Ribomic a non-exclusive license to conduct research activities with respect to certain Active Targets (as defined in the License and Option Agreement) and an Option (as defined in the License and Option Agreement) to obtain an exclusive license under Licensed Patent Rights Controlled by Archemix to develop and commercialize Aptamers against such Active Targets; and

     WHEREAS, Ribomic has exercised an Option pursuant to the License and Option Agreement with respect to an Active Target; and

     WHEREAS, pursuant to the terms of the License and Option Agreement, the Parties have agreed, upon exercise by Ribomic of such Option, to enter into this Agreement pursuant to which Archemix will grant to Ribomic an exclusive license under such Licensed Patent Rights to develop and commercialize Aptamers against such specified Active Target.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

11. DEFINITIONS

     Whenever used in the Agreement with an initial capital letter, the terms defined in this Article 1 shall have the meanings specified.

     11.1 “Acceptance”means (a) with respect to the United States, [***] days from the date an 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 (b) 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 product launch.

     11.2 “Active Aptamer” means any Aptamer that binds to a Licensed Target and any Aptamer(s) Derived therefrom that binds to such Licensed 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.

Exhibit B-1

     11.3 “Adverse Event” means any untoward, undesired or unplanned medical occurrence in a human clinical trial subject or patient, which occurrence has a temporal relationship to administration of a Licensed Product, whether or not considered related to the Licensed 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 Licensed Product.

     11.4 “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 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.

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

     11.6 “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 may be in effect from time to time during the Term and are applicable to a particular activity hereunder.

     11.7 “Applicable Sublicense Income Rate”means (a) with respect to any Early Stage Sublicense Agreement, [***] percent ([***]%) and (b) with respect to any Late Stage Sublicense Agreement, [***] percent ([***]%).

     11.8 “Aptamer” means (a) any naturally or non-naturally occurring oligonucleotide identified through the SELEX Process that binds with high specificity and affinity to a Licensed Target, and (b) any oligonucleotide Derived from an oligonucleotide of clause (a) that has such high specificity and affinity to such Licensed Target, but excluding Spiegelmers.

     1.1 “Aptamer-Antidote Combination Product” means a product consisting of the combination of (a) an aptamer that modulates fibrin deposition, platelet adhesion, or platelet aggregation and (b) a paired oligonucleotide antidote that reverses the functional activity of such aptamer.

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

     11.10 “Calendar 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.

     11.11 “Calendar Year” means the period beginning on the Effective Date and ending on December 31 of the year in which the Effective Date falls and thereafter each successive period of twelve (12) months commencing on January 1 and ending on December 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.

Exhibit B-2

     11.12 “Challenge” means any challenge to the validity or enforceability of any Licensed Patent Right in the absence of a breach of this Agreement including, without limitation, by (a) filing a declaratory judgment action in which any Licensed Patent Right is alleged to be invalid or unenforceable; (b) citing prior art pursuant to [***], filing a request for re-examination of any Licensed Patent Right pursuant to [***] or provoking or becoming party to an interference with an application for any Licensed Patent Right pursuant to [***]; or (c) filing or commencing any reexamination, opposition, cancellation, nullity or similar proceedings against any Licensed Patent Right in any country.

     11.13 “Commercially Reasonable Efforts” means, with respect to activities of Ribomic under this Agreement, the efforts and resources customarily used by similarly sized biotechnology companies in the performance of such activities for other products owned by such companies which are of similar market potential and at a similar stage of development, taking into account the competitiveness of the market place, the regulatory structure involved and other relevant and material factors.

     11.14 “Commercialization Regulatory Approval” means, with respect to any Licensed Product, the Regulatory Approval required by Applicable Laws to sell such Licensed 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 in the United States, “Commercialization Regulatory Approval” in the European Union shall mean marketing authorization for the applicable Licensed 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 Licensed Product in Japan, as any of the foregoing may be amended from time to time.

     11.15 “Commercialization Regulatory Filing”means, with respect to any Licensed Product, the filing required to obtain Commercialization Regulatory Approval for use in the Field in a country or region in the Territory.

     11.16 “Completion” means, with respect to a clinical trial, the closing of the database with respect to the applicable clinical trial.

     11.17 “Confidential Information” means all information and Technology disclosed or provided by, or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or to any of the Receiving Party’s employees, consultants, Affiliates or sublicensees (“Representatives”) pursuant to or in connection with this Agreement; 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 Representatives, as demonstrated by 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 other than through a breach by the Receiving Party or its Representatives of a contractual obligation; (c) it

Portions of this Exhibit were omitted and have been 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

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 Representatives; or (d) it is independently developed by or for the Receiving Party or its Representatives without reference to or use of any Confidential Information of the Disclosing Party or its Representatives as demonstrated by credible written documentation. For purposes of clarity, unless excluded from Confidential Information pursuant to the provisos of the preceding sentence, any scientific, technical or financial information Controlled by a Disclosing Party and disclosed at any meeting of the Parties or disclosed through an audit report shall constitute Confidential Information of the Disclosing Party.

     11.18 “Control” or “Controlled” means 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.

     11.19 “Defined Territory” means, collectively, the United States, any E5 Country and Japan.

     11.20 “Derived” means identified, developed, created, synthesized, designed, resulting or generated from, conjugated to, or complexed with (whether directly or indirectly or in whole or in part).

     11.21 “Development” and “Develop” means, with respect to any Licensed Product, all activities with respect to such Licensed Product relating to the development in connection with seeking, obtaining and/or maintaining Commercialization Regulatory Approval for such Licensed Product in the Field in the Territory, including, without limitation, all pre-clinical research and development activities, all human clinical studies, all activities relating to developing the ability to manufacture any Licensed Product or any component thereof (including, without limitation, process development work), and all other activities relating to seeking, obtaining and/or maintaining any Regulatory Approvals from the FDA and/or any Foreign Regulatory Authority.

     11.22 “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.

     11.23 “Diagnostic Product” means, collectively, In Vitro Diagnostic Agents, In Vivo Diagnostic Agents and any aptamer product used for Diagnosis.

     11.24 “Early Stage Sublicense Agreement”means any Sublicense Agreement involving a Licensed Product that is executed before Initiation of a [***] Clinical Trial with respect to such Licensed Products.

     11.25 “E5 Country” means each of the United Kingdom, Germany, France, Italy and Spain.

Portions of this Exhibit were omitted and have been 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

     11.26 “Existing License Agreements”means, collectively, (a) the Non-Exclusive IgG Antibody Purification License Agreement dated as of October 31, 2006, by and between Ribomic and Archemix; (b) the Exclusive License Agreement by and between Ribomic and Archemix dated as of December 10, 2007; (c) the Research License and Option Agreement by and between Ribomic and Archemix dated as of May ___, 2008; and (d) any license agreement other than this Agreement entered into by and between Archemix and Ribomic pursuant to the License and Option Agreement.

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

     11.28 “Field” means the control, prevention, treatment, cure or delay of onset or progression of any Indication in animals and humans, but excluding, without limitation, Diagnostic Products, In Vivo Imaging Applications and all non-therapeutic uses.

     11.29 “First Commercial Sale” means, on a country-by-country basis, the date of the first arm’s length transaction, transfer or disposition for value to a Third Party of a Licensed Product by or on behalf of, Ribomic, its Affiliate(s) or Sublicensee(s) in such country after obtaining the Commercialization Regulatory Approval for the Licensed Product. For purposes of clarity, the use of any Licensed Product in clinical trials, pre-clinical studies or other research or development activities or the disposal or transfer of a Licensed Product for a bona fide charitable purpose or for purposes of a commercially reasonable sampling program shall not be deemed to be an arm’s length transaction, transfer or disposition for value for purposes of this definition.

     11.30 “Full Royalty Net Sales”means Net Sales in any country in which the Full Royalty Term has not expired.

     11.31 “Full Royalty Term”means, with respect to each Licensed Product in each country in the Territory, the period beginning on the date of First Commercial Sale of such Licensed Product in such country and ending on the expiration of the last to expire Valid Claim of the Licensed Patent Rights that covers the discovery, research, manufacture, use, delivery, import, offer for sale or sale of such Licensed Product in such country.

     11.32 “IND” means an investigational new drug application (as defined in Title 21 of the United States Code of Federal Regulations, as amended from time to time) filed or to be filed with the FDA with regard to any Licensed Product and any 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 Licensed Product in humans in such country or region.

     11.33 “Indication” means any indication, disease, disorder or condition in the Field, which can be treated, controlled, prevented, cured or the onset or progression of which can be delayed.

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

Exhibit B-5

     11.35 “In Vitro Diagnostic Agent” means any product that uses the SELEX Process or one or more Aptamers 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 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); (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 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 shall exclude any of the above-described uses in this Section 1.34(c) conducted in the Development of Active Aptamers under this Agreement.

     11.36 “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.

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

     11.38 “Joint Technology” means any Technology (including, without limitation, any new and useful process, method of manufacture or composition of matter) that is jointly conceived or first reduced to practice (actively or constructively) by employees of or consultants to Ribomic and employees of or consultants to Archemix at any meeting of the DC.

     11.39 “Knowledge” means, with respect to Archemix, the actual knowledge of the chief executive officer, any vice president or the chief legal officer of Archemix.

     11.40 “Late Stage Sublicense Agreement”means any Sublicense Agreement involving a Licensed Product that is executed on or after the [***] of a [***] Clinical Trial with respect to such Licensed Product.

     11.41 “Licensed Patent Rights” means all Patent Rights Controlled by Archemix or any of its Affiliates and listed on Exhibit A attached hereto to the extent that they are (a) issued patents as of the Effective Date or (b) pending patent applications as of the Effective Date that will expire on or before September 23, 2014 as well as any patent issuing on said pending 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.

Exhibit B-6

applications and, in any case, are necessary for Ribomic to practice the licenses granted to it hereunder. It is understood that any pending patent applications listed on Exhibit A that will expire after September 23, 2014 as well as any patent issuing thereon shall become part of the Licensed Patent Rights by mutual agreement of the Parties.

     11.42 “Licensed Product” means any pharmaceutical product containing, incorporating, comprised of, identified through the material use of or Derived from, in whole or in part, any Active Aptamer.

     11.43 “Licensed Target” means the Licensed Target described on Schedule 1 attached hereto.

     11.44 “Major Market Country”means each of the United States, the United Kingdom, Germany, Spain, France, Italy, Canada and Japan.

     11.45 “Net Sales” means the gross amount billed or invoiced by Ribomic or any of its Affiliates or Sublicensees to Third Parties throughout the Territory for sales or other dispositions or transfers for value of Licensed Products less (i) allowances for normal and customary trade, quantity and cash discounts actually allowed and taken, and inventory management fees paid to wholesalers and distributors; (ii) transportation, insurance and postage charges, if paid by Ribomic or any Affiliate or Sublicensee and included on any such Person’s bill or invoice as a separate item; (iii) credits, chargebacks, retroactive price reductions, rebates and returns, to the extent actually allowed; (iv) negotiated payments made to private sector and government Third Party payors (e.g., PBMs, HMOs and PPOs) and purchasers/providers (e.g., staff model HMOs, hospitals and clinics), regardless of the payment mechanism, including, without limitation, off-invoice, rebate, chargeback and credit mechanisms, 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”); (v) discounts paid under discount prescription drug programs and reductions for coupon and voucher programs; and (vi) 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 Licensed Product and actually paid by Ribomic or any of its Affiliates or Sublicensees. In addition, Net Sales are subject to the following:

          (a) If Ribomic or any of its Affiliates or Sublicensees effects a sale, disposition or transfer of a Licensed Product to a customer in a particular country as part of a package of Licensed Products and services (but not in a Combination Product), the Net Sales of such Licensed Product to such customer shall be deemed to be “the fair market value” of such Licensed Product less applicable discounts pursuant to this definition of Net Sales. For purposes of this subsection (a), “fair market value” shall mean the fraction (A/A+B), where A equals the value that would have been derived had such Licensed Product been sold as a separate Licensed Product to another customer in the country concerned on customary commercial terms, during the applicable Calendar Quarter in the country concerned, and B equals the aggregate value that would have been derived had the other components of such package been sold as separate products to another customer in the country concerned on customary commercial terms, during

Portions of this Exhibit were omitted and have been 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

the applicable Calendar Quarter in the country concerned.

          (b) In the case of pharmacy incentive programs, hospital performance incentive program chargebacks, disease management programs, similar programs or discounts on “bundles” of Licensed Products, all discounts and the like shall be allocated among Licensed Products on the basis of 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 Licensed Products.

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

          (d) Sales or transfers of Licensed Product among Ribomic, its Affiliates and Sublicensees for the purpose of subsequent resale to Third Parties shall not be included in Net Sales; with respect to such sales or transfers, the gross amounts billed or invoiced in connection with the subsequent resale to Third Parties will be included in the calculation of Net Sales.

          In the event that a Licensed Product under this Agreement is sold in combination (“Combination Product”) with another ingredient or component 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 (a “Supplemental Component”), then “Net Sales,” for purposes of determining royalty payments on the Combination Product, shall be calculated using one of the following methods:

          (y) By multiplying the Net Sales of the Combination Product (calculated prior to the application of this formula) by the fraction C/C+D, where C is the average gross selling price, during the applicable Calendar Quarter in the country concerned, of the Licensed Product when sold separately, and D is the average gross selling price, during the applicable Calendar Quarter in the country concerned, of the Supplemental Component(s) when sold separately; or

          (z) In the event that no such separate sales are made of the Licensed Product or any of the Supplemental Components in such Combination Product during the applicable Calendar Quarter in the country concerned, Net Sales, for the purposes of determining royalty payments, shall be calculated using the above formula where C is the reasonably estimated commercial value of the Licensed Product sold separately, during the applicable Calendar Quarter in the country concerned, and D is the reasonably estimated commercial value of the Supplemental Components sold separately, during the applicable Calendar Quarter in the country concerned. Any such estimates shall be determined using criteria to be mutually agreed upon by the Parties. Such estimates shall be reported to Archemix in the reports to be provided pursuant to Section 4.5.1 hereof. If the Parties are unable to agree on the criteria for determining such estimates, either Party may submit such dispute for resolution pursuant to the provisions of Section 10.2.2.

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.

Exhibit B-8

     11.46 “Non-Royalty Term” means, with respect to each Licensed Product that has been sublicensed under a Sublicense Agreement, the period commencing on the Effective Date and continuing on a Licensed Product-by-Licensed Product and country-by-country basis until the date on which no further payments of Sublicense Income are received by Ribomic.

     11.47 “Partial Royalty Net Sales”means Net Sales in any country in which the Full Royalty Term has expired but the Partial Royalty Term has not expired.

     11.48 “Partial Royalty Term”means, with respect to each Licensed Product in each country in the Territory, the period commencing on the day after the last day of the Full Royalty Term for such Licensed Product in such country and expiring ten (10) years from the date of the First Commercial Sale of such Licensed Product in such country.

     11.49 “Patent Rights” means all rights and interests in and to issued patents and pending patent applications including, without limitation, 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.

     11.50 “Permitted Archemix Activitiesx”means (a) with respect to any Licensed Target, any screening activities conducted by Archemix with respect to such Licensed Target for itself and/or for any Third Party for the purpose of identifying aptamers that bind to a Target other than a Licensed Target; and (b) any grant by Archemix to any Third Party of rights to discover, develop and/or commercialize aptamers that bind to Targets (including the Licensed Target) outside of the Field.

     11.51 “Permitted Ribomic Activities”means, on a country-by-country and Valid Claim-by-Valid Claim basis, any activity conducted by Ribomic or any of its Affiliates or Sublicensees (a) involving the discovery, research, development and commercialization of therapeutic aptamers in a country for use in the Field against any Target other than the Licensed Target at any time on and after the expiration of the last to expire applicable Valid Claim of the Licensed Patent Rights in such country or (b) pursuant to the terms of the Existing License Agreements, for so long as the Existing License Agreements continue in full force and effect.

     11.52 “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.

     11.53 “Phase I Clinical Trial” means a clinical trial conducted in healthy humans, which clinical trial is designed to initially explore 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.

Portions of this Exhibit were omitted and have been 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

     11.54 “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.

     11.55 “Phase IIa Clinical Trial”means, as to a particular Licensed Product, the portion of a Phase II Clinical Trial which contains a sufficient number of subjects to generate sufficient data (if successful) to commence a Phase IIb or a Phase III Clinical Trial of such Licensed Product or otherwise satisfies the proof of concept applicable to such Licensed Product.

     11.56 “Phase IIb Clinical Trial”means, as to a particular Licensed Product, the portion of a Phase II Clinical Trial which contains a sufficient number of subjects to generate sufficient data (if successful) to commence a Phase III Clinical Trial of such Licensed Product or act as a basis for obtaining Commercialization Regulatory Approval of such Licensed Product.

     11.57 “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 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 FDA in the United States or pertinent Foreign Regulatory Authority in a country outside the United States.

     11.58 “Radio Therapeutics” 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.

     11.59 “Regulatory Approval” means any and all approvals (including pricing and reimbursement approvals), product and establishment licenses, registrations or authorizations of any kind of the FDA or any foreign regulatory authority necessary for the development, pre-clinical and/or human clinical testing, manufacture, quality testing, supply, use, storage, importation, export, transport, marketing and sale of a Licensed Product (or any component thereof) for use in the Field in any country or other jurisdiction in the Territory.

     11.60 Ribomic SELEX Patent Rights” means any Patent Rights that contain one or more claims that cover Ribomic SELEX Technology. For purposes of clarity, the Ribomic SELEX Patent Rights, as of the Effective Date, include without limitation the Patent Rights listed on Exhibit B attached hereto.

     11.61 Ribomic SELEX Technology” means any Technology that is Controlled by Ribomic as of the Effective Date or during the Term relating to or constituting aptamer compositions or that is useful for the identification, generation, modification, optimization, stabilization 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.

Exhibit B-10

     11.62 “ROFR Period”means the period commencing on the [***] and continuing until the date of [***] by Ribomic of a Sublicense Agreement involving any Licensed Product and containing Minimum Acceptable Financial Terms.

     11.63 “Royalty Term”means, with respect to each Licensed Product in each country in the Territory, the period beginning on the first day of the Full Royalty Term for such Licensed Product in such country and ending on the last day of the Partial Royalty Term for such Licensed Product in such country.

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

     11.65 “SELEX Process” means any process 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, those that are covered by the claims in (a) the SELEX Portfolio, including, without limitation, U.S. Patent Nos. [***] or [***], (b) any other Patent Rights Controlled by Archemix or (c) any continuation, divisional, continuation-in-part, substitution, renewal, reissue, re-examination or extension, or any foreign equivalent, of any of the foregoing Patent Rights.

     11.66 “SELEX Technology” means (a) oligonucleotides that bind to the Licensed 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 the Licensed Target (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 the Licensed Target by means other than Watson-Crick base-pairing that is generally applicable to such oligonucleotides independent of the Licensed Target 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 Active Aptamers.

     11.67 “Spiegelmer” means an oligonucleotide consisting of at least [***] percent ([***]%) [***], including any structural variations and modifications, derivatives, homologs, analogs and/or mimetics to the [***] components (other than [***]), identified through the use of the SELEX Process.

     11.68 “Sublicense Agreement”means any agreement between Ribomic and a Sublicensee.

     11.69 “Sublicensee” means any Third Party to which Ribomic grants a sublicense of some or all of the rights granted to Ribomic under this Agreement.

     11.70 “Sublicense Income”means [***] consideration and payments (including all upfront payments, milestone payments, and license or maintenance payments) received by Ribomic from any Sublicensees excluding (a) payments [***] a Sublicensee which are required

Portions of this Exhibit were omitted and have been 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

to be used to [***] or [***] to be [***] by such Party [***] to a [***] for [***] which has been agreed to with the Sublicensee to the extent that the payments made for such research do not exceed the then Fair Market Value thereof, (b) payments [***] of the [***] of Ribomic to the extent that the [***] for [***] does not [***] the then [***] thereof and (c) [***] by such Sublicensee made to Ribomic pursuant to the terms of the applicable sublicense agreement. Notwithstanding the foregoing, if a Sublicensee purchases equity of Ribomic and the purchase price of such equity exceeds [***]% of the Fair Market Value of such equity or if payments to fund research and development activities exceed the Fair Market Value of such activities (such excess being referred to as the “Premium”), then such Premium shall be included as Sublicense Income. For purposes of Section 1.71(b), the “Fair Market Value” of Ribomic’s shares on the date of sale shall be determined as follows: (i) if such shares are publicly traded on a recognized securities exchange or over the counter market, the fair market value of such shares shall be the closing price of such shares reported on the applicable date of sale; (ii) if such shares are not publicly traded on a recognized securities exchange or over the counter market, the Fair Market Value shall be the price per share of such shares paid on the date of sale or within [***] months prior to the date of sale by a third party having no interest in Ribomic other than as a result of having purchased such shares; and (iii) if neither (i) or (ii) are applicable, the Fair Market Value shall be the price per share that a willing buyer would pay to a willing seller in an arm’s length transaction. If the Parties are unable to agree on Fair Market Value under clause (iii), the matter will be resolved in accordance with Section 10.2.2. For purposes of Section 1.71(a), the term “Fair Market Value” with respect to research and development funding shall mean the reasonable value of the applicable research and development activities based on full-time equivalent or other cost-accounting methodologies that are consistent with the approved budget and then-applicable current industry practices.

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

     11.72 “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 any negative results).

     11.73 “Territory” means all countries and jurisdictions of the world.

     11.74 “Third Party” means any person or entity other than Ribomic, Archemix and their respective Affiliates.

     11.75 “ULEHI” means University License Equity Holdings, Inc., formerly known as UTC.

Portions of this Exhibit were omitted and have been 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

     11.76 “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, Inc.

     11.77 “UTC” means University Technology Corporation, the successor in interest to the University Research Corporation.

     11.78 “Valid Claim” means any claim of a pending patent application or an issued, unexpired patent covered under the Licensed Patent Rights which, but for the license granted by Archemix hereunder, would be infringed by the discovery, research, manufacture, use, delivery, import, offer for sale or sale of a Licensed Product or any component thereof, to the extent that such application or patent (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, or (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
AAA	10.2.1
Agreement	Recitals
Archemix	Recitals
Archemix License	2.1.2(a)
Archemix Indemnitees	8.1
Bankruptcy Action	9.2.4
Claims	8.1
Chosen Courts	10.2.3
Combination Product	1.45(d)
DC (Diligence Committee)	3.3
Disclosing Party	1.17
Dispute	10.2.1
Early Stage-Sublicensed Product	4.2.2(a)
Effective Date	Recitals
Expert	10.2.2(a)
Filing Party	6.4.3
Gilead Indemnitee	8.3
Indemnified Party	8.2
Indemnifying Party	8.2
Infringement	6.5.1
Infringement Notice	6.5.1
Late Stage-Sublicensed Product	4.2.3
License and Option Agreement	Recitals
Minimum Acceptable Financial Terms	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.

Exhibit B-13

Definition	Section
Non-Filing Party	6.4.3
Oncology Option	3.6
Oncology Option Notice	3.6
Oncology Option Termination Date	3.6
Party	Recitals
Parties	Recitals
Receiving Party	1.17
Required Jurisdictions	6.4.2
Ribomic	Recitals
Ribomic Patent Rights	6.2
ROFR Notice	3.5
ROFR Response	3.5
Specific Diligence Obligations	3.1.2(b)
Sublicense Income Payments	4.4.1
Supplemental Component	1.45(d)
Term	9.1
Third Party Negotiation Period	3.5
Third Party Non-Spiegelmer Product	4.3.4(a)
Third Party Spiegelmer Product	4.3.4(b)

12. GRANT OF RIGHTS

     12.1 Licenses.

          12.1.1 Grant of Rights to Ribomic.

               (a) Grant of License. Archemix hereby grants to Ribomic an exclusive, royalty-bearing license, including the right to grant sublicenses in accordance with Section 2.1.1(c), under the Licensed Patent Rights, to Develop, have Developed, make, have made, use, have used, sell, offer for sale, distribute for sale, have sold, import, have imported, export and have exported Licensed Products in the Territory, for any and all uses within the Field, subject to the terms and conditions of this Agreement. For purposes of clarity, Ribomic shall have no rights under this Agreement to use the SELEX Process and SELEX Technology, alone or with a Third Party, except for the sole purpose of identifying and modifying Active Aptamers for use in the Field.

               (b) Negative Covenant. Ribomic is not granted the right to, and hereby covenants and agrees that neither it nor its Affiliates will (i) use the SELEX Process or SELEX Technology (A) on any Target other than the Licensed Target and (B) except for the purpose of identifying or modifying Active Aptamers and/or for the conduct by Ribomic of Permitted Ribomic Activities as expressly permitted under this Agreement, (ii) research, develop, make, have made, use, have used, sell, offer for sale, have sold, distribute for sale, import, have imported, export or have exported any Diagnostic Product or Spiegelmer or (iii) perform any research or development on Active Aptamers for any use outside of the Field. Notwithstanding the foregoing, Ribomic shall not be restricted by this Section 2.1.1(b) from engaging in any (i) Permitted Ribomic Activities or (ii) activity in which Ribomic is permitted to engage pursuant to a license, sublicense or other right granted to Ribomic in any agreement other than 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.

Exhibit B-14

Agreement (including, without limitation, the Existing License Agreements) with respect to the SELEX Portfolio, the SELEX Process, SELEX Technology or Aptamers, whether granted by Archemix, or any Third Party having the right to grant such license, sublicense or other right. To the extent Ribomic or its Affiliates engages in any activities in violation of the negative covenant set forth in this Section 2.1.1(b) during the Term and files any patent applications or obtains any Patent Rights related to or arising out of such activities then, without limiting any other remedy Archemix may have under this Agreement and without any further action of either Party, Ribomic shall be deemed to have granted to Archemix, effective as of the date of any such filing, an exclusive, fully-paid, perpetual, irrevocable, royalty-free license under all such Patent Rights for any and all uses.

               (c) Right to Sublicense. Ribomic shall have the right to grant sublicenses to all or any portion of its rights under the license granted pursuant to Section 2.1.1(a); provided, that, (i) Archemix shall be notified of the grant of each such sublicense, (ii) each such sublicense shall be subject to, and consistent with, the terms and conditions of this Agreement, (iii) each such sublicense shall include the following provisions of this Agreement (with appropriate modifications to account for the identities of the parties to such sublicense): Sections 2.1.1(b) (Negative Covenant), 2.1.1(d) (Reversion of License Rights), 2.1.1(e) (Gilead-Archemix License Agreement), Section 3.5 (Notice of Certain Events), 6.6 (Effect of Challenge) and 9.2.2 (Termination for Challenge), (iv) upon termination of this Agreement, any such sublicense shall be considered a direct license from Archemix as provided in Section 9.3(d) hereof, and (v) Ribomic shall provide Archemix with a copy of each Sublicense Agreement within thirty (30) days of execution.

               (d) Reversion of License Rights. Ribomic acknowledges and agrees that each of the URC License Agreement and the Gilead-Archemix License Agreement provides that the Archemix rights in the SELEX Process or the SELEX Technology and the SELEX Portfolio may revert to Gilead or ULEHI if Archemix, its Affiliates and all assignees and sublicensees cease to exercise reasonable efforts to develop the commercial applications of products and services utilizing the SELEX Process or the SELEX Technology. Ribomic further acknowledges and agrees that the URC License Agreement provides that in the event of any termination of the URC License Agreement, the license to SELEX granted to Ribomic hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement; provided, that, Ribomic is not then in breach of this Agreement and Ribomic agrees to be bound to ULEHI as the licensor under the terms and conditions of this Agreement. Archemix shall inform Ribomic of such event immediately after the Archemix rights revert to Gilead or ULEHI.

Portions of this Exhibit were omitted and have been 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

               (e) Gilead-Archemix License Agreement. Ribomic acknowledges and agrees that the Gilead-Archemix License Agreement provides that in the event of any termination of the Gilead-Archemix License Agreement, the license to SELEX granted to Ribomic hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement; provided, that, Ribomic agrees to be bound to Gilead as the licensor under the terms and conditions of this Agreement; provided, that, if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Ribomic, Gilead, at its option, may terminate such license. Archemix shall inform Ribomic of such event promptly after the Gilead-Archemix License Agreement is terminated.

          12.1.2 Grant of Rights to Archemix.

               (a) Grant of License. Subject to the other terms of this Agreement, Ribomic hereby grants to Archemix a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, worldwide license, with the right to grant sublicenses, under Ribomic SELEX Technology, Ribomic SELEX Patent Rights and Ribomic Patent Rights (i) to research, develop, make, have made, use, have used, sell, offer for sale, have sold, import, have imported, export, have exported, and commercialize Aptamers for any and all purposes, and (ii) for any and all uses of the SELEX Process and SELEX Technology (the “Archemix License”); provided, however, that the licenses in clause (i) and (ii) shall not apply to Active Aptamers or include any specific aptamer sequences that are identified through the conduct by Ribomic of the Permitted Ribomic Activities.

               (b) Covenant. Ribomic covenants and agrees to register the non-exclusive license granted to Archemix under Section 2.1.2(a) under Japanese Patent No. 2,763,958 with the Japan Patent Office as soon as practicable after the Effective Date and to provide Archemix with prompt notice of such registration. Archemix shall reasonably cooperate with Ribomic to assist in the preparation and execution of the registration and all formal documents to effect such registration, at Ribomic’s sole cost and expense, if any.

     12.2 No Other Rights. Ribomic is not granted any rights to use or otherwise exploit Licensed Patent Rights except as set forth in this Agreement or the Existing License Agreements and Archemix is not granted any rights to use or otherwise exploit Ribomic SELEX Technology, Ribomic SELEX Patent Rights or Ribomic Patent Rights except as set forth in this Agreement or the Existing License Agreements. Without limiting the generality of the foregoing, Ribomic 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; or (b) research, make, use, sell, offer for sale, import or export any aptamers for any in vivo imaging applications; or (c) research, make, use, sell, offer for sale, import or export any aptamers for any non-therapeutic uses (including, without limitation, for any use as an affinity purification agent).

     12.3 Exclusivity.

          12.3.1 Exclusivity.

               (a) Archemix Restrictions. During the Term, neither Archemix nor any of its Affiliates will, alone or with a Third Party, conduct any activity, or grant any Third Party a license to conduct any activity, for the purpose of researching, developing 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-16

commercializing any Active Aptamer or Licensed Product in the Field in the Territory. Notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 2.3.1(a) shall not apply to the conduct by Archemix or any of its Affiliates of Permitted Archemix Activities.

               (b) Ribomic Restrictions. During the period commencing on the Effective Date and continuing until the later of the termination or expiration of this Agreement and the expiration of the Full Royalty Term, neither Ribomic nor any of its Affiliates will, alone or with a Third Party, conduct any activity or grant any Third Party a license to conduct any activity, for the purpose of researching, developing or commercializing any aptamer other than a Active Aptamer for use in the Field in the Territory as contemplated by this Agreement. Notwithstanding the above, Ribomic may conduct the Permitted Ribomic Activities.

13. RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS.

     13.1 Research, Development and Commercialization.

          13.1.1 Responsibility. From and after the Effective Date, Ribomic shall have full control and authority over the research, Development and commercialization of Licensed Products in the Field in the Territory, including, without limitation, (a) all pre-clinical research activities (including any pharmaceutical development work on formulations or process development relating to any Licensed Product), (b) all activities related to the conduct of human clinical trials relating to any Licensed Product, (c) all activities relating to manufacture and supply of Licensed Products (including all required process development and scale up work with respect thereto), (d) all marketing, promotion, sales, distribution, import and export activities relating to any Licensed Product, and (e) all activities relating to any regulatory filings, registrations, applications and Regulatory Approvals relating to any of the foregoing. Ribomic shall own all data, results and all other information arising from any such activities under this Agreement, including, without limitation, all regulatory filings, registrations, applications and Regulatory Approvals relating to Licensed Products, and all of the foregoing information, documentation and materials shall be considered Confidential Information and Technology solely owned by Ribomic. All activities relating to Development and commercialization of Licensed Products under this Agreement shall be undertaken at Ribomic’s sole cost and expense, except as otherwise expressly provided in this Agreement.

          13.1.2 Diligence.

               (a) General Diligence Obligations. Ribomic will exercise Commercially Reasonable Efforts in Developing and commercializing Licensed Products in the Field, and in undertaking investigations and actions required to obtain Regulatory Approvals necessary to market such Licensed Products in the Field, in each of the United States, each of the E5 Countries and in Japan, and in any other ex-United States markets, in addition to the E5 Countries and Japan, where Ribomic determines, in the exercise of Commercially Reasonable Efforts, that it is commercially reasonable to do so. In the event that Ribomic fails to use Commercially Reasonable Efforts as required hereunder then, on a Licensed Product-by-Licensed Product and country–by-country basis as to such Licensed Product in the United States or Japan

Portions of this Exhibit were omitted and have been 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

and, with respect to any E5 Country, in all of the E5 Countries, (i) Archemix may, in its sole discretion (A) terminate the licenses granted under Section 2.1.1 of this Agreement for breach under Section 9.2.3 below or (B) convert the licenses granted under Section 2.1.1 of this Agreement from exclusive licenses to non-exclusive licenses, in either case only as such licenses apply to such Licensed Product in such country(ies) and, with respect to any E5 Country, in all of the E5 Countries, and (ii) to the extent Archemix exercises its rights under Section 3.1.2(a)(i)(A) or (B) with respect to a Licensed Product, Archemix’s exclusivity obligations under Section 2.3.1(a) shall terminate with respect to such Licensed Product in such country(ies).

               (b) Specific Diligence Obligations. [Note: To be negotiated.]

     13.2 Progress Reports. Ribomic shall provide Archemix with written reports every six (6) months during the Term that describes in reasonable detail its progress with respect to its Development and commercialization activities under this Agreement which shall include, at 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 and to assess the progress made by Ribomic toward meeting the diligence obligations of Section 3.1 above.

     13.3 Diligence Committee. To facilitate the providing of progress reports by Ribomic with respect to the research and Development of Licensed Products contemplated by this Agreement, at Archemix’s sole option and request and subject to the mutual agreement of the Parties, the Parties will establish a Diligence Committee (the “DC”), which will be comprised of equal numbers of representatives of each of the Parties. The DC will meet on dates mutually agreed to by the Parties not more than twice per Calendar Year, in person or by teleconference which, if in person, shall alternate between the Parties’ respective offices in Cambridge, Massachusetts and Tokyo, Japan.  Intellectual property representatives of each Party may be invited to participate in DC meetings and such meetings will provide a forum to discuss any patent prosecution and enforcement issues that arise under this Agreement. The DC may be established at any time within three (3) years of the Effective Date and if established, the DC will terminate three (3) years after the Effective Date, subject to extension by mutual written agreement of the Parties. Each Party will be responsible for the costs and expenses incurred by its representative in participating on the DC. Notwithstanding anything to the contrary in this Section 3.3, the DC shall have no authority to make any decisions binding on the Parties with respect to either Party’s performance under this Agreement.

     13.4 Notice of Certain Events. In addition to the progress reports required pursuant to Section 3.3 above, Ribomic shall provide Archemix with written notice within thirty (30) days of the occurrence of (a) the First Commercial Sale in each country, (b) the Initiation and Completion of each Phase I Clinical Trial, Phase II Clinical Trial and Phase III Clinical Trial of a Licensed Product, and the final reports thereof, (c) each milestone set forth in Section 4.2 below, (d) any Regulatory Approval and Commercialization Regulatory Approval in each country, (e) any other material event other than as set forth in the foregoing clauses (a)-(d) related to the Development or commercialization of Licensed Products, and (f) any Adverse Event or product complaint information relating to Licensed Products as compiled and prepared by Ribomic in the normal course of business in connection with the Development, commercialization or sale of any Licensed Product, within time frames consistent with reporting obligations under Applicable

Portions of this Exhibit were omitted and have been 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

Laws. Archemix may provide such Adverse Event information (i) to the extent reasonably necessary to licensees of Archemix that are researching, developing or commercializing Aptamers for therapeutic purposes and have agreed to maintain the confidentiality thereof and (ii) to Third Parties as required by Applicable Laws.

     13.5 Right of First Refusal. In the event that Ribomic at any time during the ROFR Period determines to enter into an agreement with a Third Party to Develop and/or commercialize any Licensed Product that includes aggregate upfront fees and milestones payments that are less than [***] Dollars ($[***]) (the “Minimum Acceptable Financial Terms”), it shall provide written notice of same to Archemix, which notice shall include a copy of the term sheet or letter of intent or other written evidence of the proposed terms of such transaction (the “ROFR Notice”). Archemix shall have [***] days from the date of the ROFR Notice to provide a written response (the “ROFR Response”) as to whether or not it wishes to participate in the Development and commercialization of such Licensed Product on the terms set forth in the ROFR Notice. If the ROFR Response is not provided by Archemix within the [***] day response period, Ribomic shall thereafter have the right to negotiate and enter into an agreement with such Third Party with respect to the Development and/or commercialization of such Licensed Product on the terms set forth in the ROFR Notice for a period of up to [***] days (the “Third Party Negotiation Period”); provided, that, if Ribomic and such Third Party do not enter into such agreement on or before the expiration of the Third Party Negotiation Period, the Licensed Product shall once again be subject to this Section 3.6. If the ROFR Response states that Archemix wishes to enter into negotiations with Ribomic, the Parties shall negotiate in good faith for, and complete such negotiations within, a period of up to [***] days from the date of the ROFR Response with respect to the terms and conditions applicable to the Development and/or commercialization by Archemix of such Licensed Product on the terms set forth in the ROFR Notice. In the event the Parties fail to execute and deliver the agreement within the [***] day period, the Parties shall (a) use reasonable efforts to complete such negotiations and to execute and deliver the agreement or amendment as soon as possible after such [***] day period and (b) 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 be resolved in accordance with Section 10.2.2. Notwithstanding the foregoing, the Parties hereby acknowledge and agree that once Ribomic has successfully concluded an agreement with a Third Party for any or all Indications of a Licensed Product meeting the Minimum Acceptable Financial Terms, the ROFR Period shall [***] terminate and, thereafter, Archemix will [***] set forth herein above for [***] for any [***] involving the [***] of any [***].

     13.6 Oncology Opt-In Right. Archemix shall have the option (the “Oncology Option”), in its sole discretion, to jointly Develop and commercialize any Licensed Product for oncology Indications on a Major Market Country-by-Major Market Country basis by providing written notice (the “Oncology Option Notice”) at any time during the period commencing on the [***] and continuing until the earlier of the Initiation of the first [***] Clinical Trial with respect to that Licensed Product and the [***] by Ribomic of a Sublicense Agreement which includes the grant to a Third Party of the right to Develop and commercialize any Licensed Product in a Major Market Country (the “Oncology Option Termination Date”), which notice shall identify the Licensed Product which Archemix elects to jointly Develop and commercialize. In connection therewith, Ribomic shall provide Archemix with written notice not less than [***]

Portions of this Exhibit were omitted and have been 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

days prior to the expected occurrence of any Oncology Option Termination Date. If Archemix exercises the Oncology Option with respect to any Licensed Product, the Parties shall negotiate an agreement and/or an amendment to this Agreement and the terms applicable thereto in good faith and with sufficient diligence as is required to execute and deliver the agreement or amendment within [***] days after Archemix provides the Oncology Option Notice. In the event the Parties fail to execute and deliver the agreement or amendment within the [***] day period, the Parties shall (a) use reasonable efforts to complete such negotiations and to execute and deliver the agreement or amendment as soon as possible after such [***] day period and (b) 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 be resolved in accordance with Section 10.2.2. The Parties hereby acknowledge and agree that in the event Ribomic is in compliance with the notice provisions of this Section 3.7 and enters into a Sublicense Agreement with a Third Party which includes the grant to such Third Party of the right to Develop and commercialize any Licensed Product in the applicable Major Market Country(ies), the Oncology Option will [***] and thereafter be [***].

14. PAYMENTS AND ROYALTIES

     14.1 Access and License Fee. In consideration for the rights granted to Ribomic hereunder, Ribomic hereby agrees to pay Archemix an upfront access and license fee in the amount of [***] Dollars (U.S. $[***]), payable within [***] days of the Effective Date by wire transfer of immediately available funds, which payment shall be non-refundable and non-creditable.

     14.2 Milestone Payments.

               14.2.1 All Licensed Products. Ribomic shall make the corresponding non-refundable, non-creditable payments to Archemix by wire transfer according to instructions that Archemix shall provide within [***] ([***]) days of the occurrence of the following milestone events for a Licensed Product Developed by Ribomic or any Affiliate or Sublicensee of Ribomic:

Milestone Event	Milestone Payment
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]

          14.2.2 Early Stage-Sublicensed Products.

               (a) In the event Ribomic enters into an Early-Stage 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.

Exhibit B-20

Agreement, then, in addition to the milestone payments contemplated by Section 4.2.1, but in lieu of making any milestone payments for the milestone events contemplated by Section 4.2.3, Ribomic shall make the corresponding non-refundable, non-creditable payments to Archemix by wire transfer according to instructions that Archemix shall provide within [***] days of the occurrence of the following milestone events for any Licensed Product that is Developed under such Early-Stage Sublicense Agreement (an “Early Stage-Sublicensed Product”):

Milestone Event	Milestone Payment
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]

               (b) Adjustment to Milestone Payments. In the event that any [***] provides for the payment to Ribomic of, or if Ribomic otherwise receives under any [***], aggregate [***] Income in, an amount, in excess of [***] Dollars (US $[***]), the aggregate milestone payments included in Section 4.2.2(a) shall be increased by [***] percent ([***]%) of the amount by which such aggregate [***] Income exceeds [***] Dollars (US $[***]), which increase shall be apportioned equally across each of the Milestone Events set forth in Section 4.2.2(a). By way of example, if Ribomic enters into an [***] and receives aggregate [***] Income in the amount of [***] Dollars (US $[***]), (i) the aggregate Milestone Payments in Section 4.2.2(a) will by increased by [***] Dollars (US $[***]) ([***] percent ([***]%) of [***] Dollars (US $[***])), (ii) the Milestone Payments due and payable in Japan pursuant to Section 4.2.3(a) shall be increased in the aggregate by [***] Dollars (US $[***]), (iii) the Milestone Payments due and payable in the United States shall be increased in the aggregate by [***] Dollars (US $[***]) and (iv) the Milestone Payments due and payable in the E5 Countries shall be increased in the aggregate by [***] Dollars (US $[***]).

          14.2.3 Late Stage-Sublicensed Products. In the event Ribomic enters into a [***] that, in addition to the milestone payments described in Section 4.2.1 above, but in lieu of making any milestone payments for the milestone events contemplated by Section 4.2.2, Ribomic shall make the corresponding non-refundable, non-creditable payments to Archemix by wire transfer according to instructions that Archemix shall provide within [***] days of the occurrence of the following milestone events for any Licensed Product that is Developed under such [***] (a “[***] 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.

Exhibit B-21

Milestone Event	Milestone Payment
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]	$	[***]
[***]		[***]

     For purposes of clarity, (i) any Sublicense Agreement that includes a Late Stage-Sublicensed Product shall be considered a Late Stage Sublicense Agreement regardless of whether other Licensed Products that are not Late Stage-Sublicensed Products are included in such Sublicense Agreement and (ii) all Licensed Products included in such Late Stage Sublicense Agreement shall be subject to Section 4.2.3 and not Section 4.2.2.

          14.2.4 Skipped Milestones; Crediting of Certain Milestone Payments.

               (a) Skipped Milestones. If at the time any given milestone payment set forth in Section 4.2 is due and one or more preceding milestone payments for logically antecedent milestones have not been paid, then such unpaid antecedent milestone payments shall be paid at such time as well. For example, if at the time an [***] milestone payment is due for a Licensed Product, an [***] milestone payment has not been paid for a Licensed Product, then such [***] milestone payment shall be paid at such time as well.

               (b) Crediting of Certain Milestone Payments. In the event that Ribomic enters into one or more Sublicense Agreements covering a Licensed Product, all Milestone Payments for Milestone Events achieved by Ribomic and/or the Sublicensee with respect to that Licensed Product on and after the effective date of the Sublicense Agreement shall be fully creditable against Sublicense Income Payments payable by Ribomic with respect to that Sublicense Agreement.

               (c) Milestones Payable Once Per Licensed Target. All of the milestone payments set forth in Section 4.2 shall be payable only once per Licensed Target, regardless of how many Licensed Products achieve such milestones and no milestone payment already made for a Licensed Product shall be paid for any subsequent Licensed Product or any subsequent Indication for the same Licensed Product with respect to said particular milestone.

          14.2.5 Determination that Payments are Due. In the event that Archemix believes any milestone payment is due pursuant to Section 4.2.1, 4.2.2 and/or 4.2.3, it shall so notify Ribomic and shall provide to Ribomic the data and information supporting its belief that

Portions of this Exhibit were omitted and have been 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-22

the conditions for payment have been achieved. If Ribomic disputes that such milestone payment is due, either Party may submit such dispute for resolution pursuant to the provisions of Section 10.2.2.

     14.3 Payment of Royalties; Royalty Rates.

          14.3.1 Royalty Rates in Defined Territory. For each Licensed Product, Ribomic shall pay Archemix a royalty based on Annual Net Sales of such Licensed Product in each Calendar Year (or partial Calendar Year) in any country in the Defined Territory commencing with the First Commercial Sale of such Licensed Product in any country in the Defined Territory and ending upon the last day of the last Royalty Term for such Licensed Product, at the following rates:

	Full Royalty Net			Partial Royalty
	Sales			Net Sales
Annual Net Sales	Royalty Rate (%)
Up to $[***]		[***]	%		[***]	%
Above $[***] and up to $[***]		[***]	%		[***]	%
Above $[***] and up to $[***]		[***]	%		[***]	%
Above $[***]		[***]	%		[***]	%

          14.3.2 Royalty Rates Outside Defined Territory. For each Licensed Product, Ribomic shall pay Archemix a royalty based on Annual Net Sales of such Licensed Product in each Calendar Year (or partial Calendar Year) in any country outside the Defined Territory commencing with the First Commercial Sale of such Licensed Product in any country outside the Defined Territory and ending upon the last day of the last Royalty Term for such Licensed Product, at a royalty rate equal to [***] percent ([***]%) for Full Royalty Net Sales and [***] percent ([***]%) for Partial Royalty Net Sales.

          14.3.3 Acknowledgements. Ribomic recognizes and acknowledges that each of the following, separately and together, has substantial economic benefit to Ribomic: (a) the licenses granted to Ribomic under Patent Rights Controlled by Archemix; (b) the restrictions on Archemix pursuant to Section 2.3.1(a); and (c) the “head start” afforded to Ribomic by each of the foregoing. The Parties agree that the royalty rates set forth in Sections 4.3.1 and 4.3.2 reflect an efficient and reasonable blended allocation of the royalty amounts to be paid by Ribomic to Archemix in its totality.

          14.3.4 Royalty and Milestone Reductions.

               (a) Non-Spiegelmer Third Party Products (Royalty Reduction). In the event that a Third Party sells an aptamer product that is not a Third Party Spiegelmer Product that binds to the Licensed Target (a “Third Party Non-Spiegelmer Product”) in a country in which an Active Aptamer or Licensed Product is then being sold by Ribomic and such Third Party Non-Spiegelmer Product is not covered by a Valid Claim under the Licensed Patent Rights in such country, then, during the period in which sales of the Third Party Non-Spiegelmer Product 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.

Exhibit B-23

equal to at least [***] percent ([***]%) of Ribomic’s volume-based market share of the Active Aptamer or Licensed 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 Active Aptamer or Licensed Product in such country as specified in Section 4.3.1 shall be reduced by [***] percent ([***]%). Notwithstanding the foregoing, Ribomic’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 Third Party Non-Spiegelmer Product account for less than [***] percent ([***]%) of Ribomic’s volume-based market share in such country.

               (b) Third Party Spiegelmer Products (Royalty Reduction). In the event that a Third Party sells a Spiegelmer that binds to the Licensed Target (a “Third Party Spiegelmer Product”) in a country in which an Active Aptamer or Licensed Product is then being sold by Ribomic then all applicable royalties in effect with respect to such Active Aptamer or Licensed Product in such country as specified in Section 4.3.1 shall be reduced by [***] percent ([***]%). Notwithstanding the foregoing, Ribomic’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 Third Party Spiegelmer Product cease in such country.

               (c) Third Party Spiegelmer Product (Milestone Payment Reduction). In the event that a Third Party initiates clinical trials of a Third Party Spiegelmer Product in any country of the Defined Territory, then each applicable Milestone payment payable after the Initiation of Phase I Clinical Trial with respect to any Active Aptamer or Licensed Product as specified in Section 4.2 hereof shall be reduced by [***] percent ([***]%) to the extent such Third Party is developing and/or commercializing the Third Party Spiegelmer Product in any country of the Defined Territory at the time such Milestone payment becomes due and payable.

     14.4 Sublicense Income.

          14.4.1 Sublicense Income Payments. In consideration for the rights granted to Ribomic hereunder, during the Non-Royalty Term applicable to each Licensed Product, Ribomic shall pay Archemix a percentage of all Sublicense Income received by Ribomic under each Sublicense Agreement entered into with respect to such Licensed Product equal to the Applicable Sublicense Income Rate (“Sublicense Income Payments”).

          14.4.2 Crediting of Milestones. Notwithstanding anything to the contrary in this Agreement, Ribomic shall have the right to credit any Milestone Payment it makes with respect to a Licensed Product on and after the date of execution of any Sublicense Agreement against Sublicense Income Payments due and payable to Archemix with respect to that Licensed Product under that Sublicense Agreement.

     14.5 Payment Terms.

          14.5.1 Payment of Royalties and Sublicense Income Payments. Unless otherwise expressly provided, Ribomic shall make any royalty and Sublicense Income payments owed to Archemix hereunder in arrears, within [***] days from the end of the Calendar Quarter in which

Portions of this Exhibit were omitted and have been 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-24

such payment accrues. For purposes of determining when a sale of any Licensed Product occurs under this Agreement, the sale shall be deemed to occur on the date the invoice is provided by Ribomic, its Affiliates or Sublicensees. Each royalty payment shall be accompanied by a report for each country in the Territory in which sales of Licensed Products occurred in the Calendar Quarter covered by such statement, specifying: (a) the gross sales (if available) and Net Sales in each country’s currency; (b) the applicable royalty rate under this Agreement; (c) an accounting of deductions taken in the calculation of Net Sales made in the United States and in any other country in which such accounting is reasonably available; (d) the applicable exchange rate to convert from each currency other than United States dollars to United States dollars under this Section 4.5; and (e) the royalties payable in United States dollars. Each Sublicense Income Payment will be accompanied by a report for each country in the Territory in which Sublicense Income is received in the Calendar Quarter covered by such statement, specifying: (a) all consideration and payments received by Archemix under such Sublicense Agreement; (b) the Applicable Sublicense Income Rate; and (c) an accounting of any deductions taken in the calculation of the amount of the Sublicense Income.

          14.5.2 Overdue Payments. Subject to the other terms of this Agreement, any payments not paid within the time period set forth in this Article 4 shall bear interest at a rate of [***] percent ([***]%) per month from the due date until paid in full; provided, that, in no event shall said annual rate exceed the maximum interest rate permitted by law in regard to such payments. Any such overdue royalty or milestone payment shall, when made, be accompanied by, and credited first to, all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of Archemix to any other remedy, legal or equitable, to which it may be entitled because of the delinquency of the payment.

          14.5.3 Accounting. All payments hereunder shall be made in the United States in United States dollars. Conversion of foreign currency to United States dollars shall be made at the conversion rate existing in the United States (as reported in The Wall Street Journal) on the last business day of the applicable Calendar Quarter. If The Wall Street Journal ceases to be published or if the Parties agree otherwise, then the rate of exchange to be used shall be that reported in such other business publication of national circulation in the United States as the Parties reasonably agree.

          14.5.4 Withholding Taxes; Restrictions on Payment. All payments hereunder shall be made free and clear of any taxes, duties, levies, fees or charges, except for withholding taxes (to the extent applicable), Ribomic shall make any applicable withholding payments due on behalf of Archemix and shall provide Archemix upon request with such written documentation regarding any such payment available to Ribomic relating to an application by Archemix for a foreign tax credit for such payment with the United States Internal Revenue Service.

     14.6 Records Retention; Review.

          14.6.1 Records; Audit. Ribomic and its Affiliates and Sublicensees shall keep and maintain for [***] years from the date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate records of gross sales and Net Sales by Ribomic and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow 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.

Exhibit B-25

payments and Sublicense Income Payments to be determined accurately. Archemix shall have the right for a period of [***] years after receiving any such royalty payment and Sublicense Income Payments to appoint at its expense an independent certified public accountant reasonably acceptable to Ribomic to audit the relevant records of Ribomic and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ribomic 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 and Sublicense Income Payments hereunder were correctly determined. Such audit right shall not be exercised by Archemix more than once in any Calendar Year or more than [***] with respect to sales of a particular Licensed Product in a particular period. All records made available for audit shall be deemed to be Confidential Information of Ribomic or its Affiliates or Sublicensees, as applicable. The results of each audit, if any, shall be binding on both Parties. In the event there was an underpayment by Ribomic hereunder, Ribomic shall promptly (but in any event no later than [***] days after Ribomic’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 Ribomic of more than [***] percent ([***]%) of the aggregate amount of royalty payments and/or Sublicense Income Payments payable in any Calendar Year, in which case Ribomic shall reimburse Archemix for all costs incurred by Archemix in connection with such audit.

          14.6.2 Other Parties. Ribomic shall include in any agreement with its Affiliates or Sublicensees terms requiring such party to retain records as required in this Section 4.6 and to permit Archemix to audit such records as required by this Section 4.6.

15. TREATMENT OF CONFIDENTIAL INFORMATION

     15.1 Confidentiality Obligations. Archemix and Ribomic each recognizes that the other Party’s Confidential Information constitutes highly valuable assets of such other Party. Archemix and Ribomic each agrees that, subject to the remainder of this Article 5, it will not disclose, and will cause its Affiliates and sublicensees not to disclose, any Confidential Information of the other Party and it will not use, and will cause its Affiliates and sublicensees not to use, any Confidential Information of the other Party except as expressly permitted hereunder; provided, that, such obligations shall apply during the Term and for an additional [***] years thereafter.

     15.2 Limited Disclosure and Use. Archemix and Ribomic each agrees that disclosure of its Confidential Information may be made by the other Party to any employee, consultant, contractor, Affiliate or Sublicensee 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 5.3. In addition, Archemix and Ribomic 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) transfer or sale of all or substantially all of such Party’s assets or business or in the event of its merger, consolidation, change in control or similar transaction, and (b) for 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-26

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 as required by Applicable Laws; provided, that, in the case of any such disclosure, 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.

     15.3 Employees and Consultants. Ribomic and Archemix each hereby represents that all of its employees, consultants and contractors, and all of the employees, consultants and contractors of its Affiliates and sublicensees (including, without limitation, Sublicensees), who have access to Confidential Information of the other Party are or will, prior to their participation or access, be bound by written obligations to maintain such Confidential Information in confidence and not to use such information except as expressly permitted hereunder. Each Party agrees to use, and to cause its Affiliates and sublicensees (including, without limitation, Sublicensees) to use, reasonable efforts to enforce such obligations.

     15.4 Publicity. The Parties acknowledge and agree that (a) the terms of this Agreement constitute Confidential Information of each Party and may only be disclosed (i) as permitted by Section 5.2, and (ii) to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, licensees and potential licensees, acquirers or merger partners and potential acquirers or merger partners of such Party, and, with respect to Archemix, to Gilead and University License Equity Holdings, Inc.; and (b) 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 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 5.1, except as required by Applicable Laws, neither Party shall issue a press or news release or make any similar public announcement related to this Agreement without the prior written consent of the other Party.

16. INTELLECTUAL PROPERTY RIGHTS AND PROVISIONS

     16.1 Licensed Patent Rights. Archemix shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all Licensed Patent Rights.

     16.2 Ribomic Patent Rights. Ribomic shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all Patent Rights arising out of the practice by Ribomic of the license pursuant to Section 2.1.1(a) (“Ribomic Patent Rights”).

     16.3 Joint Technology; Joint Patent Rights. Ribomic and Archemix shall jointly own all Joint Technology and Joint Patent Rights. Notwithstanding anything to the contrary contained in this Agreement or under Applicable Laws, except to the extent exclusively licensed to one Party under this Agreement, the Parties hereby agree that either Party may use or 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.

Exhibit B-27

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; provided, that, to the extent that any Joint Technology and/or Joint Patent Rights are necessary or useful for the research, development, manufacture, use, sale, importation or exportation of a Licensed Product being commercialized by Ribomic pursuant to this Agreement, Archemix shall not use or license to a Third Party its interest in such Joint Technology and/or Joint Patent Rights to develop or commercialize any Aptamers that were selected against and bind to the applicable Licensed Target with high specificity and affinity.

     16.4 Prosecution of Patent Rights.

          16.4.1 Licensed Patent Rights. Archemix, at its sole expense and acting through patent counsel or agents of its choice, shall be solely responsible for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights.

          16.4.2 Ribomic SELEX Patent Rights. Ribomic, its Affiliates and/or any Sublicensee, as applicable, at its sole expense and acting through patent counsel or agents of its choice, shall have the sole responsibility and obligation for the preparation, filing, prosecution and maintenance of the Ribomic SELEX Patent Rights in the countries listed on Schedule 2 (the “Required Jurisdictions”). In the event that Ribomic and/or any Sublicensee, as applicable, determines not to file or to abandon any of the Ribomic SELEX Patent Rights in any of the Required Jurisdictions, Ribomic shall notify Archemix sufficiently in advance so that Archemix can, without any loss of rights, and Archemix shall have the right to, file, prosecute and maintain such Ribomic SELEX Patent Rights in Ribomic’s name at Archemix’s expense in such Required Jurisdictions.

          16.4.3 Joint Patent Rights. Unless the Parties otherwise agree, each Party, acting through patent counsel or agents of its choice, shall be jointly responsible for the preparation, filing, prosecution and maintenance of all Joint Patent Rights as follows: (a) Ribomic shall be responsible for the preparation, filing, prosecution and maintenance of any such claims that specifically claim any Active Aptamer; (b) Archemix shall be responsible for the preparation, filing, prosecution and maintenance of any such claims that do not specifically claim any Active Aptamer; (c) the Parties shall discuss in good faith whether and how to pursue those claims for which they have primary responsibility under this Section 6.4.3 in separate patent applications; (d) each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 6.4.3 (a “Filing Party”) shall provide the other party (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 6.4.3; and (e) each Party shall be responsible for all expenses incurred by it for the preparation, filing prosecution and maintenance of any Joint Patent Rights for which it has primary responsibility pursuant to this Section 6.4.3. The Filing Party shall (a) regularly provide the Non-Filing Party with copies of all patent applications filed hereunder for Joint Patent Rights 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

Portions of this Exhibit were omitted and have been 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-28

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 Joint Patent Rights under this Section 6.4.3; 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.

     16.5 Infringement.

          16.5.1 Notice. In the event that during the Term either Party becomes aware of any possible infringement of any Licensed Patent Rights, Ribomic SELEX Patent Rights or Joint Patent Rights, including the submission by any Third Party of an abbreviated new drug application under the Hatch-Waxman Act or its equivalent outside the United States 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”).

          16.5.2 Infringement of Licensed Patent Rights. Archemix shall have the sole right, but not the obligation, in its sole discretion, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened Infringement of the Licensed Patent Rights.

          16.5.3 Infringement of Ribomic SELEX Patent Rights. Ribomic and/or any Sublicensee, as applicable, shall have the first right, but not the obligation, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened Infringement of the Ribomic SELEX Patent Rights. Archemix shall have the right, at its own expense, to be represented in any such action by Ribomic by counsel of Archemix’s own choice; provided, that, under no circumstances shall the foregoing affect the right of Ribomic to control the suit as described in the first sentence of this Section 6.5.3. If Ribomic and/or any such Sublicensee, as applicable, does not file any action or proceeding against any such Infringement within [***] months (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 or its equivalent outside the United States) after the later of (i) Ribomic’s notice to Archemix under Section 6.5.1 above, (ii) Archemix’s notice to Ribomic under Section 6.5.1 above or (iii) a written request from Archemix to take action with respect to such Infringement, then Archemix shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against such actual, alleged or threatened infringement, with legal counsel of its own choice. 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; provided, 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. Any damages, monetary awards 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-29

other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken under this Section 6.5.3 shall belong to [***].

          16.5.4 Infringement of 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. Each Party shall bear [***] of the cost of any action, suit or proceeding instituted under this Section 6.5.4 and [***] of all amounts recovered shall be received by each Party; provided, that, if the Parties are unable to determine whether and how to institute an action, suit or proceeding for Infringement of any such Joint Patent Right, either Party shall have the right to prosecute such Infringement, in which event that Party shall bear [***] and be entitled to retain [***]. Each Party shall have the right to be represented by counsel of its own selection in any action, suit or proceeding instituted under this Section 6.5.4 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.

     16.6 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 Ribomic, its Affiliates and/or Sublicensees during the Full Royalty Term (a) determines to initiate a Challenge or Ribomic, its Affiliates and/or Sublicensees determines to assist a Third Party in initiating a Challenge, Ribomic will provide written notice to Archemix at least [***] days prior thereto, which notice will include an identification of all prior art it believes invalidates any claim of the Licensed Patent Rights; and (b) initiates a Challenge or assists a Third Party in initiating a Challenge, (i) the exclusive license granted by Archemix to Ribomic hereunder shall, at the option of the Archemix and upon written notice to Ribomic, be converted into non-exclusive licenses as of the date of such notice, (ii) during the pendency of such Challenge, the royalty rates set forth in Section 4.3 shall be increased by an additional two percentage points in the Territory during the Full Royalty Term (i.e., a [***]% royalty rate shall be increased to [***]%) commencing on the date of such initiation, (iii) should the outcome of such Challenge determine that any claim of the Licensed Patent Rights that is the subject of the Challenge is valid or enforceable, the royalty rates set forth in Section 4.3 shall be increased by an additional five percentage points in the Territory during the Full Royalty Term (i.e., a [***]% royalty rate shall be increased to [***]%) on condition that the non-exclusive license shall revert to the exclusive license as of the date of such decision and (iv) should the outcome of any Challenge determine no claim of the Licensed Patent Rights is valid or enforceable in a country, Ribomic, its Affiliates and/or Sublicensees shall continue to pay royalties based on Net Sales of Licensed Products sold in such country at the rate of [***] percent ([***]%) until the last day of the Royalty Term for such Licensed Product.

17. REPRESENTATIONS AND WARRANTIES; COVENANT REGARDING THIRD PARTY AGREEMENTS

     17.1 Mutual Representations and Warranties. Archemix and Ribomic each represents and warrants to the other, as of the Effective Date, 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.

Exhibit B-30

          17.1.1 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.

          17.1.2 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.

          17.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions.

          17.1.4 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.

     17.2 Acknowledgment of Ribomic. Ribomic acknowledges that the licenses granted to Ribomic hereunder are subject to certain limitations and restrictions set forth in the Archemix-Gilead License Agreement and agrees that Ribomic shall comply with the terms of the Archemix-Gilead License Agreement that Archemix is subject to thereunder.

     17.3 Additional Representations and Warranties.

          17.3.1 Additional Representations and Warranties of Archemix.

               (a) Authority. Archemix represents and warrants to Ribomic that Archemix Controls the Licensed Patent Rights and has the right to grant the license granted to Ribomic on the terms set forth herein.

               (b) No Litigation. Archemix represents and warrants to Ribomic that, as of the Effective Date and with no further duty to update, to Archemix’s Knowledge, there is no pending litigation against Archemix that seeks to invalidate or oppose any of the patents or patent applications included in the Licensed Patent Rights.

               (c) Archemix-Gilead License Agreement. Archemix represents and warrants to Ribomic that the Archemix-Gilead License Agreement as heretofore delivered by Archemix to Ribomic represents the complete agreement and understanding between Gilead Sciences, Inc. and Archemix relating to the Licensed Patent Rights which are the subject of the Archemix-Gilead License Agreement; the Archemix-Gilead License Agreement has not been modified, supplemented or amended in any manner that would adversely affect the rights granted to Ribomic under this Agreement, other than by amendments thereto provided to Ribomic prior to the Effective Date; and the Archemix-Gilead License Agreement is in full force and effect and Archemix is in compliance in all material respects with its obligations thereunder.

Portions of this Exhibit were omitted and have been 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-31

               (d) No Infringement. Archemix represents and warrants to Ribomic that to its Knowledge, there is no litigation pending or threatened that alleges that (i) the practice of the SELEX Process and/or the use of SELEX Technology as contemplated by this Agreement infringes the Patent Rights of any Third Party, (ii) the Licensed Patent Rights are invalid or unenforceable; or (iii) the use of the Licensed Patent Rights as contemplated by this Agreement infringes the Patent Rights of any Third Party.

          17.3.2 Additional Representations and Warranties of Ribomic.

               (a) Authority. Ribomic represents and warrants to Archemix that Ribomic has the right to grant the Archemix License granted to Archemix on the terms set forth herein.

               (b) No Litigation. Ribomic represents and warrants to Archemix that, as of the Effective Date and with no further duty to update (except as otherwise stated), there is no pending litigation against Ribomic or any Affiliate of Ribomic that seeks to invalidate or oppose any of the patents or patent applications included in the Ribomic SELEX Patent Rights.

               (c) No Conflict. Ribomic represents and warrants to Archemix that, as of the Effective Date and with no further duty to update, it is not researching, developing or commercializing Aptamers that bind to a Target other than its research, development and/or commercialization of Aptamers pursuant to this Agreement and the Existing License Agreements.

18. INDEMNIFICATION AND INSURANCE

     18.1 Indemnification of Archemix by Ribomic. Ribomic 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 liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Archemix Indemnitees, or any one of them, as a direct result of claims, suits, actions or demands by Third Parties (collectively, the “Claims”) arising out of (a) the research, development, testing, production, manufacture, supply, promotion, import, sale or use by any Person of any Licensed Product (or any component thereof) manufactured or sold by Ribomic or any of its Affiliates or Sublicensees or (b) the gross negligence or willful misconduct of Ribomic or any of its Affiliates or Sublicensees.

     18.2 Conditions to Indemnification. An Archemix Indemnitee seeking recovery under this Article 8 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the indemnifying party (the “Indemnifying Party”) and provided that the Indemnifying Party is not contesting its obligation under this Article 8, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such Claim (including without limitation any settlement thereof); provided, that, the Indemnifying Party shall 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, unless such settlement includes a full release of the Indemnified Party, in which case the indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. 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

Portions of this Exhibit were omitted and have been 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-32

in person or through counsel at all legal proceedings with respect to such Claim.

     18.3 Indemnification of Gilead and UTC by Ribomic. If and solely to the extent, legally required by the Archemix-Gilead License Agreement, Ribomic 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 Ribomic or its Affiliates or Sublicensees of (a) any Aptamers or Licensed Products, or (b) any other products, services or activities developed by Ribomic relating to the Licensed Patent Rights, including any Licensed Products or Aptamers.

     18.4 Warranty Disclaimer. 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 NONINFRINGEMENT. NEITHER PARTY MAKES ANY WARRANTIES AS TO THE VALIDITY OR ENFORCEABILITY OF THE PATENT RIGHTS LICENSED BY SUCH PARTY TO THE OTHER PARTY.

     18.5 Limited Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT WITH RESPECT TO RIBOMIC’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.1 AND/OR 8.3, 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.

     18.6 Insurance. Ribomic will, at Ribomic’s expense, obtain and maintain in full force and effect insurance with respect to the Development (to the extent it is related to the clinical studies) and commercialization of Licensed Products in such amount as Japan-based biopharmaceutical companies customarily maintain with respect to the clinical development and commercialization of similar products. If Licensed Products are subject to clinical studies, then such insurance policy or policies shall name Archemix as an additional named insured, shall be non-cancelable except upon [***] days prior written notice to Archemix, and shall provide that as to any loss covered thereby and also by any policies obtained by Archemix itself, Ribomic’s policies shall provide primary coverage for Archemix and Archemix’ policies shall be considered excess coverage for Archemix. Ribomic will forthwith after the obtaining of such insurance required by this Section 8.6, obtain and deliver to Archemix certificates of and copies of, and at all times thereafter deliver without further demand replacement certificates and copies of, all such insurance policies that are in force and 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.

Exhibit B-33

19. TERM AND TERMINATION

     19.1 Term; Expiration. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue, unless earlier terminated as provided herein, until such time as all Royalty Terms for all Licensed Products have ended. Upon expiration (but not upon termination prior to the expiration) of the Royalty Term applicable to a Licensed Product in a country, Ribomic’s rights and licenses hereunder with respect to such Licensed Product in such country shall become fully paid-up, non-royalty bearing, non-exclusive, perpetual rights and licenses.

     19.2 Termination.

          19.2.1 Unilateral Right to Terminate. Ribomic shall have the right to terminate this Agreement, for any reason, upon (a) at least [***] days’ prior written notice to Archemix, such notice to state the date following the date of receipt of such notice by Archemix upon which termination is to be effective, and (b) the payment by Ribomic of all amounts due to Archemix through such termination effective date.

          19.2.2 Termination for Challenge. In the event Ribomic, its Affiliates and/or Sublicensees initiates a Challenge or assists a Third Party in initiating a Challenge, Archemix shall have the right to terminate this Agreement, effective immediately upon written notice to Ribomic.

          19.2.3 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, if curable, remains uncured for [***] 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.

          19.2.4 Termination for Insolvency. Each Party shall give the other Party reasonable prior notice of the filing with respect to itself of any voluntary petition, and prompt notice of the filing with respect to itself of any involuntary petition, under any bankruptcy laws. In the event that either Party: (a) files for protection under bankruptcy laws; (b) makes an assignment of all or substantially all of its assets for the benefit of creditors; (c) appoints or suffers appointment of a receiver or trustee over all or substantially all of its assets; and (d) files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within [***] days of the filing thereof (each of (a)-(d), a “Bankruptcy Action”), then the other Party may terminate this Agreement effective immediately upon written notice to such Party. 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. Further, upon filing such protection or petition by Archemix, Archemix shall, without any delay, perform all necessary procedures under any then-applicable laws including, but not limited to, Section 365(n) of the United States Bankruptcy Code, to protect all rights and licenses granted to Ribomic under Section 2.1.1 hereof in order for retaining and defending such rights and license. Notwithstanding any provision contained in this Agreement to the contrary, if any Bankruptcy

Portions of this Exhibit were omitted and have been 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-34

Action takes place with respect to Archemix, and the trustee in bankruptcy of Archemix, or Archemix as a debtor-in-possession, properly elects to reject this Agreement, Ribomic may, pursuant to Section 365(n) of the Bankruptcy Code, retain and enforce any and all rights hereunder granted to Ribomic to the maximum extent permissible by law. All rights, powers and remedies of Ribomic, as a licensee hereunder, 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, the Bankruptcy Code) in the event of the commencement of a Bankruptcy Action with respect to Archemix. Ribomic, in addition to the rights, powers 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 the Bankruptcy Code) in such event.

     19.3 Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 9, the following provisions shall apply:

          19.3.1 If this Agreement is terminated by Ribomic pursuant to Section 9.2.1 or by Archemix pursuant to Sections 9.2.2, 9.2.3 or 9.2.4:

               (a) all licenses granted by Archemix to Ribomic under this Agreement shall immediately terminate and Archemix shall have no further obligations under Section 2.3.1(a);

               (b) all licenses granted by Ribomic to Archemix prior to the termination of this Agreement hereunder shall continue and survive in full force and effect;

               (c) Ribomic shall promptly return all Confidential Information of Archemix; provided, that Ribomic may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder;

               (d) each Sublicensee of Ribomic shall be considered a direct licensee of Archemix under this Agreement; provided, that, (i) such Sublicensee is then in compliance with all terms and conditions of its sublicense, (ii) all accrued payment obligations of such Sublicensee to Ribomic under the Sublicense Agreement have been paid, and (iii) such Sublicensee agrees in writing to assume all applicable obligations of Ribomic under this Agreement arising thereafter to the extent of the scope of the sublicense;

               (e) upon request of Archemix, the Parties shall negotiate in good faith the terms of a transition plan which shall provide for the terms pursuant to which Ribomic shall (i) transfer to Archemix all of its right, title and interest in all regulatory filings and Regulatory Approvals then in its name applicable to Licensed Products, if any, and all material aspects of Confidential Information Controlled by it as of the date of termination relating to such regulatory filings 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 of all correspondence between Ribomic and such regulatory authorities relating to such regulatory filings and Regulatory Approvals; (iv) unless expressly prohibited by any regulatory authority, transfer control to Archemix of all clinical trials of Licensed Products being conducted as of the effective date of termination and continue to conduct such trials for up to six (6) months to enable

Portions of this Exhibit were omitted and have been 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-35

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 for Licensed Products including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case Ribomic 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 Licensed Products in the possession of Ribomic or any Affiliate or contractor of Ribomic; (vii) provide Archemix with copies of all reports and data generated or obtained by Ribomic or its Affiliates pursuant to this Agreement that relate to any Licensed Products that have not previously been provided to Archemix; and (viii) supply Archemix with its requirements for Licensed Products and intermediates for up to twenty-four (24) months following such termination at a transfer price to be negotiated and included in such transition plan.

          19.3.2 If this Agreement is terminated by Ribomic pursuant to Sections 9.2.3 or 9.2.4, all licenses granted by Archemix to Ribomic shall survive, subject to Ribomic’s continued payment of all royalties, milestones, Sublicense Income Payments and other payments due and payable to Archemix pursuant to Article 4; and Ribomic shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ribomic may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

          19.3.3 If Ribomic breaches any of its Specific Diligence Obligations pursuant to Section 3.1.2(b), with respect to a given Licensed Product then, in lieu of termination of this Agreement pursuant to Section 9.3.1, Archemix shall have the right, in its sole discretion, upon ten (10) days written notice to Ribomic, to (a) convert the exclusive license granted to Ribomic for each such Licensed Product to non-exclusive, in which case Section 2.3.1(a) shall no longer apply to such Licensed Product or (b) exercise its rights pursuant to Section 9.3.1 only on a Licensed Product-by-Licensed Product and country-by-country basis.

     19.4 Remedies. Except as otherwise expressly set forth in this Agreement, the termination provisions of this Article 9 are in addition to any other relief and remedies available to either Party at law.

     19.5 Surviving Provisions. Notwithstanding any provision herein to the contrary, the rights and obligations of the Parties set forth in Articles 5, 8 and 10 and Sections 4.6, 6.1, 6.2, 6.3, 6.4 6.5.4, 9.1 and 9.3, as well as any rights or obligations otherwise accrued hereunder (including any accrued payment obligations), shall survive the expiration or termination of the Term.

20. DISPUTES

     20.1 Negotiation. The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the Term that relates to either Party’s rights and/or obligations hereunder. In the event of the occurrence of such a dispute, either Party may, by written notice to the other Party, have such dispute referred to their respective senior officials designated below or their successors or designees, for attempted resolution by good faith

Portions of this Exhibit were omitted and have been 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-36

negotiations within [***] days after such notice is received. Said designated senior officials are as follows:

For Ribomic:	[***]
For Archemix:	[***]

In the event the designated senior officials or their successors or designees are not able to resolve such dispute within the [***] day period, either Party may invoke the provisions of Section 10.2.

     20.2 Arbitration.

          20.2.1 Full Arbitration. Subject to Sections 10.1 and 10.2.3 below, any dispute, controversy or claim initiated by either Party arising out of, resulting from or relating to this Agreement or the performance by either Party of its obligations under this Agreement (excluding actions under Article 9 and bona fide Third Party actions or proceedings filed or instituted in an action or proceeding by a Third Party against a Party) (a “Dispute”), whether before or after termination of this Agreement, shall be finally resolved by binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. Any such arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) by a panel of three arbitrators appointed in accordance with such rules. Any such arbitration shall be held in Boston, Massachusetts if such arbitration is demanded by Ribomic and in Honolulu, Hawaii if such arbitration is demanded by Archemix. The method and manner of discovery in any such arbitration proceeding shall be governed by the laws of the Commonwealth of Massachusetts. The arbitrator shall have the authority to grant injunctions and/or specific performance and to allocate between the Parties the costs of arbitration in such equitable manner as they determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such Party, pending the selection of the arbitrator hereunder or pending the arbitrators’ determination of any dispute, controversy or claim hereunder.

          20.2.2 Accelerated Arbitration. To the extent a Dispute submitted to arbitration by a Party under Section 10.2.1 is claimed, by either Party, to involve matters covered by Sections 1.45, 1.70, 3.5, 3.6 or 4.2.5, 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 financial experience to resolve the Dispute. If the Parties are unable to reach agreement on the selection of an Expert within [***] business days after submission to arbitration, then either or both Parties shall immediately request that the AAA select an independent and impartial arbitrator with the requisite scientific background, experience and expertise. The place of arbitration shall be Boston, Massachusetts.

Portions of this Exhibit were omitted and have been 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-37

               (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 [***] 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 [***] 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 [***] 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.

          20.2.3 Litigation; Venue; Jurisdiction. Each of the Parties hereto hereby (a) irrevocably and unconditionally agrees that any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement that is not a Dispute, whether in tort or contract or at law or in equity, shall be brought by such Party exclusively in the state and federal courts of the State of New York (the “Chosen Courts”); (b) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (c) waives any objection to laying of venue in any such action or proceeding in the Chosen Courts; (d) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with this Agreement; and (f) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Applicable Laws or at equity.

21. MISCELLANEOUS

     21.1 Notification. All notices, requests 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 (a) delivered by hand, (b) made by facsimile transmission, (c) sent by private courier service providing evidence of receipt or (d) sent by registered or certified mail, return receipt requested, postage prepaid. The addresses and other contact information for the parties are as follows:

If to Ribomic:	If to Archemix:
Ribomic, Inc.	Archemix Corp.
Shirokanedai Usui-Building	300 Third Street
3-16-13 Shirokanedai	Cambridge, MA 02142
Minato-ku	Tel: (617) 621-7700
Tokyo 108-0071	Fax: (617) 621-9300
Japan	Attention: Chief Executive Officer
Tel: (03) 3440-3303	Attention: Legal Department
Fax: (03) 3440-3729

Portions of this Exhibit were omitted and have been 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-38

Attention: President
Attention: Legal Department
	With a copy to:
	Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
	One Financial Center
	Boston, MA 02110
	Tel: (617) 542-6000
	Fax: (617) 542-2241
	Attn: John J. Cheney, Esq.

     All notices, requests 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 facsimile transmission, at the time that confirmation of receipt thereof has been received by the Party delivering such notice, (iii) if sent by a internationally recognized courier service which provides a delivery receipt on the day of actual receipt by the recipient, or (iv) if sent by registered or certified mail, on the seventh (7^th) business day following the day such mailing is made.

     21.2 Governing Law. This Agreement will be construed, interpreted and applied in accordance with the laws of the State of New York (excluding its body of law controlling conflicts of law).

     21.3 English Language. All data, results and information that is in a language other than English and that is provided by either Party to the other Party and/or to the DC under this Agreement shall be provided both in its original format, without translation, and in an English translation within ten (10) business days except for a Sublicense Agreement, if any, whose translation shall be provided with thirty (30) business days (which translation shall be made at the providing Party’s sole cost and expense).

     21.4 Limitations. Except as expressly set forth in this Agreement, neither Party grants to the other Party any right or license to any of its intellectual property.

     21.5 Entire Agreement. This is the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations, understandings and agreements between the Parties with respect to the subject matter hereof. No modification or amendment shall be effective unless in writing with specific reference to this Agreement and signed by the Parties.

     21.6 Waiver. The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

Portions of this Exhibit were omitted and have been 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-39

     21.7 Headings. Section and subsection headings are inserted for convenience of reference only and do not form part of this Agreement.

     21.8 Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned, delegated or otherwise transferred, in whole or part, by either Party without the prior express written consent of the other; provided, that, either Party may, without the written consent of the other, assign this Agreement and its rights and delegate its obligations hereunder to its Affiliates or in connection with the transfer or sale of all or substantially all of such Party’s assets or business to which this Agreement relates or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment in violation of this Section 11.8 shall be void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.

     21.9 Force Majeure. Neither Party 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 natural disasters or any causes beyond the reasonable control of such Party. In event of such force majeure, the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

     21.10 Construction. 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 all Parties hereto and not in favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement.

     21.11 Severability. If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed unenforceable under then current applicable law from time to time in effect during the Term hereof, it is the intention of the Parties that the remainder of this Agreement shall not be affected thereby; provided, that, a Party’s rights under this Agreement are not materially affected. The Parties hereto covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid, illegal or unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated.

     21.12 Status. Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee or joint venture relationship between the Parties.

     21.13 Further Assurances. Each Party agrees to execute, acknowledge and deliver such further instructions, 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.

Portions of this Exhibit were omitted and have been 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-40

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

[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-41

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representative in
two (2) originals.

RIBOMIC, INC.	ARCHEMIX CORP.
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.

Exhibit B-42

Schedule 1

Chemical Composition of Licensed 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.

Schedule 1-1
to Exhibit B

Schedule 2

Required Jurisdictions

[***]

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

Schedule 2-1
to Exhibit B

Exhibit A (dated May 19, 2008)

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.

Exhibit A-1
to Exhibit B

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.

Exhibit A-2
to Exhibit B

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.

Exhibit A-3
to Exhibit B

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.

Exhibit A-4
to Exhibit B

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.

Exhibit A-5
to Exhibit B

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.

Exhibit A-6
to Exhibit B

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.

Exhibit A-7
to Exhibit B

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.

Exhibit A-8
to Exhibit B

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.

Exhibit A-9
to Exhibit B

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.

Exhibit A-10
to Exhibit B

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.

Exhibit A-11
to Exhibit B

Archemix Ref. No.	Status	Appl. 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.

Exhibit A-12
to Exhibit B

Archemix Ref. No.	Status	Appl. 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.

Exhibit A-13
to Exhibit B

Archemix Ref. No.	Status	Appl. 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.

Exhibit A-14
to Exhibit B

Archemix Ref. No.	Status	Appl. 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.

Exhibit A-15
to Exhibit B

Exhibit B

Ribomic SELEX Patent Rights

	Appln No.
COUNTRY	(Publn No)	Patent No.	Title	Status	File	Issue
[***]	[***]		[***]	[***]	[***]
[***]		[***]	[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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
to Exhibit B

Exhibit C

Ribomic SELEX Patent Rights

	Appln No.
COUNTRY	(Publn No)	Patent No.	Title	Status	File	Issue
[***]	[***]		[***]	[***]	[***]
[***]		[***]	[***]	[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]
[***]	[***]		[***]	[***]	[***]

Portions of this Exhibit were omitted and have been 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-1

EX-10.51

Exhibit 10.51

As adopted by the Board of Directors on March 31, 2004
As approved by the shareholders on March 31, 2004
As amended by the Board of Directors on June 3, 2004
(shareholder approval not required)
As amended by the Board of Directors on December 22, 2005
As approved by the shareholders on December 22, 2005
As amended by the Board of Directors on May 5, 2008
As approved by the shareholders on May 16, 2008

ARCHEMIX CORP.

AMENDED & RESTATED
2001 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN

1. DEFINITIONS.

Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Archemix Corp. 2001 Employee, Director and Consultant Stock Plan, have the following meanings:

Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means the Committee.

Affiliate means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.

Board of Directors means the Board of Directors of the Company.

Code means the United States Internal Revenue Code of 1986, as amended.

Committee means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan.

Common Stock means shares of the Company’s common stock, $.001 par value per share.

Company means Archemix Corp., a Delaware corporation.

Disability or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code.

Fair Market Value of a Share of Common Stock means:

(1) If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or last price of the Common Stock on the Composite Tape or other comparable reporting system for the trading day immediately preceding the applicable date;

(2) If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the trading day on which Common Stock was traded immediately preceding the applicable date; and

(3) If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine.

ISO means an option meant to qualify as an incentive stock option under Section 422 of the Code.

Key Employee means an employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.

Non-Qualified Option means an option which is not intended to qualify as an ISO.

Option means an ISO or Non-Qualified Option granted under the Plan.

Option Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve.

Participant means a Key Employee, director or consultant to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant” shall include “Participant’s Survivors” where the context requires.

Plan means this Archemix Corp. 2001 Employee, Director and Consultant Stock Plan.

Shares means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3

2

of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.

Stock Grant means a grant by the Company of Shares under the Plan.

Stock Grant Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve.

Stock Right means a right to Shares of the Company granted pursuant to the Plan — an ISO, a Non-Qualified Option or a Stock Grant.

Survivors means a deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the laws of descent and distribution.

2. PURPOSES OF THE PLAN.

     The Plan is intended to encourage ownership of Shares by Key Employees and directors of and certain consultants to the Company in order to attract such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options and Stock Grants.

3. SHARES SUBJECT TO THE PLAN.

     The number of Shares which may be issued from time to time pursuant to this Plan shall be Twenty Seven Million (27,000,000), or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 23 of the Plan.

     If an Option ceases to be “outstanding”, in whole or in part, or if the Company shall reacquire any Shares issued pursuant to a Stock Grant, the Shares which were subject to such Option and any Shares so reacquired by the Company shall be available for the granting of other Stock Rights under the Plan. Any Option shall be treated as “outstanding” until such Option is exercised in full, or terminates or expires under the provisions of the Plan, or by agreement of the parties to the pertinent Option Agreement.

3

4. ADMINISTRATION OF THE PLAN.

     The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:

a.	Interpret the provisions of the Plan or of any Option or Stock Grant and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;
b.	Determine which employees of the Company or of an Affiliate shall be designated as Key Employees and which of the Key Employees, directors and consultants shall be granted Stock Rights;
c.	Determine the number of Shares for which a Stock Right or Stock Rights shall be granted;
d.	Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted; and

e. Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax laws applicable to the Company or to Plan Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Options or Shares acquired upon exercise of Options;
provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee.

     If permissible under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. Any such allocation or delegation may be revoked by the Board of Directors or the Committee at any time.

5. ELIGIBILITY FOR PARTICIPATION.

     The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be a Key Employee, director or consultant of the Company

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or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an employee, director or consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the delivery of the Agreement evidencing such Stock Right. ISOs may be granted only to Key Employees. Non-Qualified Options and Stock Grants may be granted to any Key Employee, director or consultant of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights.

6. TERMS AND CONDITIONS OF OPTIONS.

     Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:

A. Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:

a.	Option Price: Each Option Agreement shall state the option price (per share) of the Shares covered by each Option, which option price shall be determined by the Administrator but shall not be less than the par value per share of Common Stock.
b.	Each Option Agreement shall state the number of Shares to which it pertains;
c.	Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events; and
d.	Exercise of any Option may be conditioned upon the Participant’s execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, including requirements that:

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i.	The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted; and
ii.	The Participant or the Participant’s Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.

B. ISOs: Each Option intended to be an ISO shall be issued only to a Key Employee and be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:

a.	Minimum standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(A) above, except clauses (a) thereunder.
b.	Option Price: Immediately before the Option is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:

i.	Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Shares on the date of the grant of the Option.
ii.	More than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred ten percent (110%) of the said Fair Market Value on the date of grant.

c. Term of Option: For Participants who own

i.	Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each Option shall terminate not more than ten (10) years from the date of the grant or at such earlier time as the Option Agreement may provide.
ii.	More than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, each Option shall terminate not more than five (5) years from the date of the grant or at such earlier time as the Option Agreement may provide.

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d. Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of Options which may be exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed one hundred thousand dollars ($100,000), provided that this subparagraph (d) shall have no force or effect if its inclusion in the Plan is not necessary for Options issued as ISOs to qualify as ISOs pursuant to Section 422(d) of the Code.

7. TERMS AND CONDITIONS OF STOCK GRANTS.

     Each offer of a Stock Grant to a Participant shall state the date prior to which the Stock Grant must be accepted by the Participant, and the principal terms of each Stock Grant shall be set forth in a Stock Grant Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Stock Grant Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:

(a)	Each Stock Grant Agreement shall state the purchase price (per share), if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not be less than the minimum consideration required by Delaware General Corporation Law on the date of the grant of the Stock Grant;
(b)	Each Stock Grant Agreement shall state the number of Shares to which the Stock Grant pertains; and
(c)	Each Stock Grant Agreement shall include the terms of any right of the Company to reacquire the Shares subject to the Stock Grant, including the time and events upon which such rights shall accrue and the purchase price therefore, if any.

8. EXERCISE OF OPTIONS AND ISSUE OF SHARES.

     An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal executive office address, together with provision for payment of the full purchase price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the purchase price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars

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in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, or (c) at the discretion of the Administrator, by having the Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a Fair Market Value equal as of the date of exercise to the exercise price of the Option, or (d) at the discretion of the Administrator, by delivery of the grantee’s personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (e) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (f) at the discretion of the Administrator, by any combination of (a), (b), (c), (d) and (e) above. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code.

     The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be evidenced by an appropriate certificate or certificates for fully paid, non-assessable Shares.

     The Administrator shall have the right to accelerate the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate the exercise date of any installment of any Option granted to any Key Employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Paragraph 26) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6.B.d.

     The Administrator may, in its discretion, amend any term or condition of an outstanding Option provided (i) such term or condition as amended is permitted by the Plan, (ii) any such amendment shall be made only with the consent of the Participant to whom the Option was granted, or in the event of the death of the Participant, the Participant’s Survivors, if the amendment is adverse to the Participant, and (iii) any such amendment of any ISO shall be made only after the Administrator, after consulting the counsel for the Company, determines whether such amendment would constitute a “modification” of any Option which is an ISO (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holder of such ISO.

9. ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES.

     A Stock Grant (or any part or installment thereof) shall be accepted by executing the Stock Grant Agreement and delivering it to the Company at its principal office address, together with provision for payment of the full purchase price, if any, in accordance with this Paragraph for the Shares as to which such Stock Grant is being accepted, and upon compliance with any

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other conditions set forth in the Stock Grant Agreement. Payment of the purchase price for the Shares as to which such Stock Grant is being accepted shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a fair market value equal as of the date of acceptance of the Stock Grant to the purchase price of the Stock Grant determined in good faith by the Administrator, or (c) at the discretion of the Administrator, by delivery of the grantee’s personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (d) at the discretion of the Administrator, by any combination of (a), (b) and (c) above.

     The Company shall then reasonably promptly deliver the Shares as to which such Stock Grant was accepted to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the Stock Grant Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance.

     The Administrator may, in its discretion, amend any term or condition of an outstanding Stock Grant or Stock Grant Agreement provided (i) such term or condition as amended is permitted by the Plan, and (ii) any such amendment shall be made only with the consent of the Participant to whom the Stock Grant was made, if the amendment is adverse to the Participant.

10. RIGHTS AS A SHAREHOLDER.

     No Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right, except after due exercise of the Option or acceptance of the Stock Grant and tender of the full purchase price, if any, for the Shares being purchased pursuant to such exercise or acceptance and registration of the Shares in the Company’s share register in the name of the Participant.

11. ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.

     By its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as otherwise determined by the Administrator and set forth in the applicable Option Agreement or Stock Grant Agreement. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above, a Stock Right shall only be exercisable or may only be accepted, during the Participant’s lifetime, by such Participant (or by his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder

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contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void.

12. EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN “FOR CAUSE” OR DEATH OR DISABILITY.

     Except as otherwise provided in the pertinent Option Agreement in the event of a termination of service (whether as an employee, director or consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:

a.	A Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than termination “for cause”, Disability, or death for which events there are special rules in Paragraphs 13, 14, and 15, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in the pertinent Option Agreement.
b.	Except as provided in Subparagraph (c) below, or Paragraph 14 or 15, in no event may an Option Agreement provide, if an Option is intended to be an ISO, that the time for exercise be later than three (3) months after the Participant’s termination of employment.
c.	The provisions of this Paragraph, and not the provisions of Paragraph 14 or 15, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy, provided, however, in the case of a Participant’s Disability or death within three (3) months after the termination of employment, director status or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, but in no event after the date of expiration of the term of the Option.
d.	Notwithstanding anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option, the Board of Directors determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause”, then such Participant shall forthwith cease to have any right to exercise any Option.
e.	A Participant to whom an Option has been granted under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the

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	Company or with an Affiliate, except as the Administrator may otherwise expressly provide.
f.	Except as required by law or as set forth in the pertinent Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be an employee, director or consultant of the Company or any Affiliate.

13. EFFECT ON OPTIONS OF TERMINATION OF SERVICE “FOR CAUSE”.

     Except as otherwise provided in the pertinent Option Agreement, the following rules apply if the Participant’s service (whether as an employee, director or consultant) with the Company or an Affiliate is terminated “for cause” prior to the time that all his or her outstanding Options have been exercised:

a.	All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated “for cause” will immediately be forfeited.
b.	For purposes of this Plan, “cause” shall include (and is not limited to):

(i)	a violation of an important Company policy, the neglect of a Participant’s duties or the gross or willful failure of a Participant to perform his or her duties hereunder, which is not cured after five days notice.
(ii)	dishonesty, embezzlement, gross negligence, willful misconduct, neglect, theft, fraud or breach of fiduciary duty to the Company;
(iii)	violation of federal or state securities laws;
(iv)	breach of an employment, consulting or other agreement (including, without limitation, the Employee Noncompetition, Nondisclosure and Development Agreement between a Participant and the Company, which breach harms, damages, causes loss to or injures the business or reputation of the Company;
(v)	the unauthorized disclosure of any trade secret or confidential information of the Company;
(vi)	the commission of an act which constitutes unfair competition with the Company or which induces any customer or supplier to breach a contract with the Company;
(vii)	an act by a Participant which creates adverse publicity for the Company; or

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(viii) the conviction of a Participant for the commission of any felony including a pleas of guilty or nolo contendere.

     The determination of the Administrator as to the existence of “cause” will be conclusive on the Participant and the Company.

c.

“Cause” is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of “cause” occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause”, then the right to exercise any Option is forfeited.

d.

Any definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of “cause” for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to such Participant.

14. EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.

     Except as otherwise provided in the pertinent Option Agreement, a Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant:

a.	To the extent exercisable but not exercised on the date of Disability; and
b.	In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days of such accrual period prior to the date of Disability.

     A Disabled Participant may exercise such rights only within the period ending one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, as the case may be, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not become disabled and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option.

     The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician

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selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.

15. EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

     Except as otherwise provided in the pertinent Option Agreement, in the event of the death of a Participant while the Participant is an employee, director or consultant of the Company or of an Affiliate, such Option may be exercised by the Participant’s Survivors:

a.	To the extent exercisable but not exercised on the date of death; and
b.	In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights which would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days of such accrual period prior to the Participant’s death.

     If the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one (1) year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option.

16. EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS.

     In the event of a termination of service (whether as an employee, director or consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant, such offer shall terminate.

     For purposes of this Paragraph 16 and Paragraph 17 below, a Participant to whom a Stock Grant has been offered under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.

     In addition, for purposes of this Paragraph 16 and Paragraph 17 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be an employee, director or consultant of the Company or any Affiliate.

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17. EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN “FOR CAUSE” OR DEATH OR DISABILITY.

     Except as otherwise provided in the pertinent Stock Grant Agreement, in the event of a termination of service (whether as an employee, director or consultant), other than termination “for cause,” Disability, or death for which events there are special rules in Paragraphs 18, 19, and 20, respectively, before all Company rights of repurchase shall have lapsed, then the Company shall have the right to repurchase that number of Shares subject to a Stock Grant as to which the Company’s repurchase rights have not lapsed.

18. EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE “FOR CAUSE”.

     Except as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply if the Participant’s service (whether as an employee, director or consultant) with the Company or an Affiliate is terminated “for cause”:

a.	All Shares subject to any Stock Grant shall be immediately subject to repurchase by the Company at the purchase price, if any, thereof.
b.	For purposes of this Plan, “cause” shall include (and is not limited to) dishonesty with respect to the employer, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of “cause” will be conclusive on the Participant and the Company.
c.	“Cause” is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of “cause” occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause,” then the Company’s right to repurchase all of such Participant’s Shares shall apply.
d.	Any definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of “cause” for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to such Participant.

19. EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.

     Except as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply if a Participant ceases to be an employee, director or consultant of the Company or of an

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Affiliate by reason of Disability: to the extent the Company’s rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such rights of repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant as would have lapsed had the Participant not become Disabled prior to the end of the vesting period which next ends following the date of Disability. The proration shall be based upon the number of days of such vesting period prior to the date of Disability.

     The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.

20. EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

     Except as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply in the event of the death of a Participant while the Participant is an employee, director or consultant of the Company or of an Affiliate: to the extent the Company’s rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such rights of repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant as would have lapsed had the Participant not died prior to the end of the vesting period which next ends following the date of death. The proration shall be based upon the number of days of such vesting period prior to the Participant’s death.

21. PURCHASE FOR INVESTMENT.

     Unless the offering and sale of the Shares to be issued upon the particular exercise or acceptance of a Stock Right shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:

a. The person(s) who exercise(s) or accept(s) such Stock Right shall warrant to the Company, prior to the receipt of such Shares, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant to such exercise or such grant:

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“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”

b. At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise or acceptance in compliance with the 1933 Act without registration thereunder.

22. DISSOLUTION OR LIQUIDATION OF THE COMPANY.

     Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants which have not been accepted will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation.

23. ADJUSTMENTS.

     Upon the occurrence of any of the following events, a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the pertinent Option Agreement or Stock Grant Agreement:

     A. Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise or acceptance of such Stock Right may be appropriately increased or decreased proportionately, and appropriate adjustments may be made in the purchase price per share to reflect such events.

     B. Consolidations or Mergers. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company’s assets or otherwise (an “Acquisition”), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an

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equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that all Options must be exercised (either to the extent then exercisable or, at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph) at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Options (either to the extent then exercisable or, at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph) over the exercise price thereof.

     With respect to outstanding Stock Grants, the Administrator or the Successor Board, shall either (i) make appropriate provisions for the continuation of such Stock Grants by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that all Stock Grants must be accepted (to the extent then subject to acceptance) within a specified number of days of the date of such notice, at the end of which period the offer of the Stock Grants shall terminate; or (iii) terminate all Stock Grants in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Stock Grants over the purchase price thereof, if any. In addition, in the event of an Acquisition, the Administrator may waive any or all Company repurchase rights with respect to outstanding Stock Grants.

     C. Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company (other than a transaction described in Subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising or accepting a Stock Right shall be entitled to receive for the purchase price, if any, paid upon such exercise or acceptance the securities which would have been received if such Stock Right had been exercised or accepted prior to such recapitalization or reorganization.

     D. Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph A, B or C with respect to ISOs shall be made only after the Administrator, after consulting with counsel for the Company, determines whether such adjustments would constitute a “modification” of such ISOs (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Administrator determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments, unless the holder of an ISO specifically requests in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such “modification” on his or her income tax treatment with respect to the ISO.

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24. ISSUANCES OF SECURITIES.

     Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.

25. FRACTIONAL SHARES.

     No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof.

26. CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.

     The Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant’s ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an employee of the Company or an Affiliate at the time of such conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of the appropriate installments of such Options. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant’s ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion.

27. WITHHOLDING.

     In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or other remuneration in connection with the exercise or acceptance of a Stock Right or in connection with a Disqualifying Disposition (as defined in Paragraph 28) or upon the lapsing of any right of repurchase, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such

18

withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the fair market value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant’s payment of such additional withholding.

28. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

     Each Key Employee who receives an ISO must agree to notify the Company in writing immediately after the Key Employee makes a Disqualifying Disposition of any shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such shares before the later of (a) two years after the date the Key Employee was granted the ISO, or (b) one year after the date the Key Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Key Employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

29. TERMINATION OF THE PLAN.

     The Plan will terminate on March 31, 2014, the date which is ten (10) years from the earlier of the date of its adoption by the Board of Directors and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board of Directors of the Company; provided, however, that any such earlier termination shall not affect any Option Agreements or Stock Grant Agreements executed prior to the effective date of such termination.

30. AMENDMENT OF THE PLAN AND AGREEMENTS.

     The Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code, and to the extent necessary to qualify the shares issuable upon exercise or acceptance of any outstanding Stock Rights granted, or Stock Rights to be granted, under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely

19

affect his or her rights under a Stock Right previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Option Agreements and Stock Grant Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Option Agreements and Stock Grant Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.

31. EMPLOYMENT OR OTHER RELATIONSHIP.

     Nothing in this Plan or any Option Agreement or Stock Grant Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time.

32. GOVERNING LAW.

     This Plan shall be construed and enforced in accordance with the law of the State of Delaware.

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EX-21.1

Subsidiaries of NitroMed, Inc

Exhibit 21.1

1.	NitroMed Securities Corp.
2.	Newport Acquisition Corp.

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and “Selected Historical Financial Date of NitroMed” and to the use of our report dated March 4, 2008, included in the Joint Proxy Statement of NitroMed, Inc. that is made a part of the Registration Statement (Form S-4) and Prospectus of NitroMed, Inc. for the registration of shares of its common stock in connection with NitroMed, Inc.’s proposed merger transaction with Archemix Corp.

/s/ Ernst & Young LLP

December 16, 2008
Boston, Massachusetts

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and “Selected Historical Financial Data of Archemix” and to the use of our report dated May 19, 2008 with respect to the financial statements of Archemix. Corp., included in the Proxy Statement of NitroMed, Inc. that is made a part of the Registration Statement (Form S-4) and Prospectus of NitroMed, Inc.

/s/ Ernst & Young LLP  

Boston, Massachusetts
December 16, 2008

EX-99.1

Exhibit 99.1

FORM OF PROXY CARD
NITROMED, INC.
45 HAYDEN AVENUE, SUITE 3000
LEXINGTON, MASSACHUSETTS 02421
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ___ ___, 2009

The undersigned, revoking all prior proxies, hereby appoints Kenneth M. Bate and Matthew Ebert as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side, all shares of common stock of NitroMed, Inc. (“NitroMed”) held of record by the undersigned on ___ ___, 2009 at the Special Meeting of Stockholders to be held on ___ ___, 2009 at 10:00 a.m. local time and any adjournments thereof. The undersigned hereby directs Kenneth M. Bate and Matthew Ebert to vote in accordance with their best judgment on any matters which may properly come before the Special Meeting, all as indicated in the Notice of Special Meeting, receipt of which is hereby acknowledged, and to act on the matters set forth in such Notice as specified by the undersigned.

IF THIS PROXY IS PROPERLY EXECUTED, THE PROXY HOLDERS WILL VOTE THE PROXY IN ACCORDANCE WITH YOUR INSTRUCTIONS ON THE REVERSE. UNLESS YOU INSTRUCT OTHERWISE, THE PROXY HOLDERS WILL VOTE “FOR” EACH OF THE PROPOSALS.

If you have any questions or need assistance in voting, please call The Altman Group at (800) 249-7120 (toll free) or (201) 806-7300.

(Continued and to be signed on the reverse side)

SPECIAL MEETING OF STOCKHOLDERS OF

NITROMED, INC.

___ ___, 2009

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3 and 4.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN
BLUE OR BLACK INK AS SHOWN HERE x

PROXY VOTING INSTRUCTIONS

MAIL — Sign, date and mail your proxy card in the envelope provided as soon as possible.

OR

TELEPHONE — Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions. Have your proxy card available when you call.

OR

INTERNET — Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page.

OR

IN PERSON — You may vote your shares in person by attending the Special Meeting.

You may enter your voting instructions at 1-800-PROXIES in the United States or 1-718-921-8500 from foreign countries or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or special meeting date.

		FOR	AGAINST	ABSTAIN
1.	To approve the issuance of NitroMed common stock pursuant to the Agreement and Plan of Merger, dated as of November 18, 2008, by and among NitroMed, Newport Acquisition Corp., a wholly owned subsidiary of NitroMed, and Archemix Corp.	o	o	o
2.	To approve an amendment to NitroMed’s certificate of incorporation effecting the reverse stock split.	o	o	o
3.	To approve an amendment to NitroMed’s certificate of incorporation to change the name of “NitroMed, Inc.” to “Archemix Corp.”	o	o	o
4.	To approve an adjournment of the NitroMed special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of NitroMed Proposal Nos. 1, 2 and 3.	o	o	o

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL. ATTENDANCE OF THE UNDERSIGNED AT THE SPECIAL MEETING OR AT ANY ADJOURNMENT THEREOF WILL NOT BE DEEMED TO REVOKE THE PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING.

Dear Stockholder:

Please take note of the important information enclosed with this proxy card. There are matters related to the operation of the Company that require your prompt attention.

Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.

Please mark the boxes on the proxy card to indicate how your shares will be voted. Then sign and date the card, detach it and return your proxy in the enclosed postage paid envelope.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

NitroMed, Inc.

Signature of Stockholder Date: Signature of Stockholder Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

EX-99.2

Exhibit 99.2

CONSENT OF COWEN AND COMPANY, LLC

     We hereby consent to the inclusion of our opinion letter, dated November 17, 2008, to the Board of Directors of NitroMed, Inc. (the “Company”) regarding the proposed merger between the Company and Archemix Corp. (“Archemix”) in the Proxy Statement/Prospectus that forms a part of the Company’s Registration Statement on Form S-4 to which this consent is filed as an exhibit (the “Registration Statement”) and to the reference in the Registration Statement to our firm and to our opinion under the headings “Summary—Opinion of NitroMed’s Financial Advisor,” “The Merger—Background of the Merger—NitroMed’s Background of the Merger,” “The Merger—Background of the Merger—Archemix’s Background of the Merger,” “The Merger—Reasons for the Merger—NitroMed’s Reasons for the Merger” and “Opinion of NitroMed’s Financial Advisor Cowen and Company, LLC.” In giving such consent, we do not admit that we come within the category of persons whose consent is required under, or that we are “experts” for purposes of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Date: December 18, 2008

/s/ Cowen and Company, LLC

COWEN AND COMPANY, LLC

EX-99.6

Exhibit 99.6

CONSENT OF PROSPECTIVE DIRECTOR

     The undersigned hereby consents to being named in the Registration Statement on Form S-4 filed by NitroMed, Inc. (“NitroMed”), and the Joint Proxy Statement/Prospectus contained therein, as a person who will serve as a director of NitroMed following completion of the merger of Newport Acquisition Corp. with and into Archemix Corp.

December 18, 2008	/s/ Errol De Souza, Ph.D.
	Errol De Souza, Ph.D.

EX-99.7

Exhibit 99.7

CONSENT OF PROSPECTIVE DIRECTOR

     The undersigned hereby consents to being named in the Registration Statement on Form S-4 filed by NitroMed, Inc. (“NitroMed”), and the Joint Proxy Statement/Prospectus contained therein, as a person who will serve as a director of NitroMed following completion of the merger of Newport Acquisition Corp. with and into Archemix Corp.

December 18, 2008	/s/ Alex Barkas, Ph.D.
	Alex Barkas, Ph.D.

EX-99.8

Exhibit 99.8

CONSENT OF PROSPECTIVE DIRECTOR

     The undersigned hereby consents to being named in the Registration Statement on Form S-4 filed by NitroMed, Inc. (“NitroMed”), and the Joint Proxy Statement/Prospectus contained therein, as a person who will serve as a director of NitroMed following completion of the merger of Newport Acquisition Corp. with and into Archemix Corp.

December 18, 2008	/s/ Peter Barrett, Ph.D.
	Peter Barrett, Ph.D.

EX-99.9

Exhibit 99.9

CONSENT OF PROSPECTIVE DIRECTOR

     The undersigned hereby consents to being named in the Registration Statement on Form S-4 filed by NitroMed, Inc. (“NitroMed”), and the Joint Proxy Statement/Prospectus contained therein, as a person who will serve as a director of NitroMed following completion of the merger of Newport Acquisition Corp. with and into Archemix Corp.

December 18, 2008	/s/ John Maraganore, Ph.D.
	John Maraganore, Ph.D.

EX-99.10

Exhibit 99.10

CONSENT OF PROSPECTIVE DIRECTOR

     The undersigned hereby consents to being named in the Registration Statement on Form S-4 filed by NitroMed, Inc. (“NitroMed”), and the Joint Proxy Statement/Prospectus contained therein, as a person who will serve as a director of NitroMed following completion of the merger of Newport Acquisition Corp. with and into Archemix Corp.

December 15, 2008	/s/ Michael Ross, Ph.D.
	Michael Ross, Ph.D.