definiens: 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 theCommercialization of a Waived Compound which is the subject of a transition plan pursuant to Section 7.1.2(c ), the effortsand 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, asapplicable, that are not subject to the Collaboration and that are at an equivalent stage of development or commercializationand have similar market potential and are at a similar stage in their lifecycle, and ( b ) with respect to activities of MERCK inthe Research Program, the Development of a particular Development Candidate or the Commercialization of a particularProduct, the efforts and resources comparable to those undertaken by MERCK in pursuing intellectual property protection anddevelopment of product candidates and commercialization of products, as applicable, that are not subject to the Collaborationand that are at an equivalent stage of development or commercialization and have similar market potential and are at a similarstage in their lifecycle . For purposes of both ( a ) and ( b ) above, all relevant factors as measured by the facts and circumstancesat the time such efforts are due shall be taken into account, including, asPortions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to theCompany ’s application requesting confidential treatment under Rule 406 of the Securities Act