definiens: 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 - Develop ed Products, ifany, the efforts and resources comparable to those undertaken by ARCHEMIX in pursuing the research, di scovery, development and intellectual property protection of proprietary materials and the development of produ ct candidates andcommercialization of products, as applicable, that are not subject to the Collaboration and that are a t an equivalent stage ofdevelopment or commercialization and have similar m arket potential and are at a similar stage in their lifecycle, and ( b ) withrespect to activities of ELAN in the Research Progr am, the Development of a particular Clinical Candid ate or theCommercialization of a particular Product, the effo rts and resources comparable to those undertaken by ELAN in pursuingintellectual property protection and development of product candidates and commercialization of produc ts, as applicable, thatare not subject to the Collaboration and that are a t an equivalent stage of development or commerciali zation and have similarmarket potential and are at a similar stage in thei r lifecycle . For purposes of both ( a ) and ( b ) above, all relevant factors asmeasured by the facts and circumstances at the time such efforts are due shall be taken into account, including, as applicable Dand without limitation, mechanism of action ; effica cy and safety ; product profile ; actual or anticipat ed Regulatory Authorityapproved labeling ; the nature and extent of market exclusivity ( including patent coverage, proprietary position and regulatoryexclusivity ; cost, time required for and likelihood of obtaining Commercialization Regulatory Approval ; competitiveness ofCONFIDENTIALPortions of this Exhibit were omitted and have been filed separately with the Secretary of the Commiss ion pursuant to theCompany ’s application requesting confidential treat ment under Rule 406 of the Securities Act