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, with respect to Co - Developed CollaborationAptamers, or, with respect to activities of ARCHEMIX in the Commercialization of any Co - Developed CollaborationAptamers and/or any Waived Compound which is the subject of a transition plan pursuant to Section 8.1.2(c ), the efforts andresources 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 ( including any Co - Developed Collaboration Aptamer ), the efforts and resources comparable to those undertaken byMERCK in pursuing intellectual property protection and development of product candidates and commercialization ofproducts, as applicable, that are not subject to the Collaboration and that are at an equivalent stage of development orcommercialization 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 intoaccount, including, as applicable and without limitation, mechanism of action ; efficacy and safety ; product profile ; actual oranticipated Regulatory Authority approved labeling ; and the nature and extent of market exclusivity ( including patentcoverage, proprietary position and regulatory exclusivity ; cost, time required for and likelihood of obtainingCommercialization Regulatory Approval ; competitiveness of alternative products and market conditions ; actual or projectedprofitability and availability of capacity to manufacture and supply for commercial sale )