exv10w16



 



Exhibit 10.16




COLLABORATIVE RESEARCH, SERVICES AND LICENSE AGREEMENT




     This COLLABORATIVE RESEARCH, SERVICES AND LICENSE AGREEMENT (“Agreement”) is entered into as
of December 21 2006 (the “Effective Date”) between:




	(1)	 	PFIZER INC, a Delaware corporation, having an office at 235 East 42nd Street, New
York, New York 10017 and its Affiliates (“Pfizer”), and
	 
	(2)	 	ARCHEMIX CORP., a Delaware corporation, having an office at 300 Third Street, Cambridge,
Massachusetts 02142 and its Affiliates (“Archemix”).





BACKGROUND:





	1.	 	Archemix possesses proprietary expertise and know-how related to the discovery,
identification and optimization of Aptamers with the potential for development as therapeutics
for the treatment of acute and chronic diseases; and






	2.	 	Archemix owns or has been granted certain access to the patents and patent applications set
forth in Appendices D1 and D2 attached to and made part of this Agreement with respect to the
Aptamers and discovery, identification, optimization and use of Aptamers; and






	3.	 	Pfizer has the capability to undertake research for the discovery and evaluation of agents
for treatment of disease and also the capability for clinical analysis, manufacturing and
marketing with respect to therapeutic agents; and






	4.	 	Pfizer and Archemix enter into this Agreement to collaborate on the discovery of novel
Aptamers with the potential for therapeutic use in humans.





THE PARTIES AGREE AS FOLLOWS:





	1.	 	Defined Terms. The meanings of defined terms used in this Agreement with an initial
capital letter are listed in Appendix A.







 




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





 









 






	2.	 	Collaborative Research Program.






	 	2.1	 	Purpose. During the Research Program Term, Archemix and Pfizer will
conduct the Research Program. The objective of the Research Program is to use Archemix
Background Technology and Archemix Background Patent Rights to identify Early Leads and
Optimized Leads against Program Targets as agreed in the Research Plans for development
and commercialization as Products. A customized Research Plan will be established for
each Program Target detailing the tasks and responsibilities of each party.
	 
	 	2.2	 	Target Election.






	 	2.2.1	 	Subject to Section 2.2.3 and 2.2.4, during the Research
Program Term, Pfizer may nominate Targets to be entered into up to three (3)
separate Research Plans within the Research Program, in its sole discretion.
Archemix will use commercially reasonable efforts to commence work with respect
to each Research Plan as promptly as practicable after the proposed Target has
been accepted as a Program Target and the applicable Research Plan is approved.
Notwithstanding the foregoing, the parties hereby agree that (a) the first
Program Target will be designated, and the Research Plan applicable thereto
will be approved pursuant to Section 2.4 within [***] days of the Effective
Date; (b) Archemix will not be obligated to commence work under the Research
Plan applicable to the second Program Target sooner than [***] months from the
date of approval of the Research Plan for the first Program Target; and (c)
Archemix will not be obligated to commence work under the Research Plan
applicable to the third Program Target sooner than [***] months from the date
of approval of the Research Plan for the second Program Target. The right of
Pfizer to nominate Targets as Program Targets under this Section 2.2.1 shall
terminate on the third anniversary of the Effective Date.
	 
	 	2.2.2	 	Pfizer shall have the right to nominate a Target as a Program
Target from the Target List or otherwise by giving Archemix written notice in
the form and containing solely the information set out in Appendix B
(“Target Nomination Notice”).
	 
	 	2.2.3	 	Archemix may reject the nomination of a Target as a Program
Target only if:






	 	(a)	 	Archemix is prohibited, under the terms of a
written agreement with a third party entered into prior to Archemix’s
receipt of the Target Nomination Notice, from performing research on:






	 	(i)	 	the Target;





 




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



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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.



3









 






	 	2.2.5	 	Upon Archemix’s notification to Pfizer of Target acceptance,
Archemix shall advise Pfizer whether Archemix has previously licensed to a
third party the right to commercialize an Aptamer directed to the Target for
use as a [***]. In any such circumstance, Pfizer may within [***] days, in its
sole discretion, withdraw the Target and propose a new Target from the Target
List or otherwise, subject to the limitations set forth in Section 2.2.1. If
Pfizer elects to enter the Target as a Program Target into the Research
Program, Pfizer will acknowledge and covenant in the relevant Research Plan
that it does not [***] and [***] a [***] that Program Target for use as a
[***].






	 	2.3	 	Target List. During the Research Program Term, Pfizer shall set forth
on Appendix E up to [***] Targets as potential Program Targets (the “Target
List”). Pfizer shall have the right to request that a Target be added to the Target
List or that a Target on the Target List be replaced by providing written notice to
Archemix at any time during the Research Program Term for any Target for which the
initiation of the Research Plan has not yet begun; provided, that, at no time shall
there be more than [***] Targets on the Target List at any one time. Archemix shall
accept or reject the proposed Target in accordance with Section 2.2.3, 2.2.4 and 2.2.5.
During the Research Program Term, Archemix will use commercially reasonable efforts to
inform Pfizer promptly in [***] if it [***]to [***] with a [***] with [***] to a
[***]or [***] relating to [***] a [***] on the [***]. Our proposed redactions are
consistent with SEC guidance we have received in the past
	 
	 	2.4	 	Research Plans.






	 	2.4.1	 	The Research Committee (as defined in Section 2.6) will,
within [***] days of Archemix’s acceptance of a proposed Target as a Program
Target, but before any work begins on any such Program Target, prepare and
adopt a Research Plan for each such Program Target entered into the Research
Program.
	 
	 	2.4.2	 	Each Research Plan will be consistent with the example plan
attached as Appendix C (the “Example Plan”) and include the Early Lead
Criteria (ELC), Optimized Lead Criteria (OLC) and a target product profile
(TPP) applicable to each Program Target. The ELC, OLC and TPP will be defined
through joint discussions between Pfizer and Archemix and approved by the
Research Committee, and will take into consideration the ELC, OLC and TPP
Selection Factors and any other relevant requirements. Under no circumstances
shall Archemix be obligated to perform any work in addition to the work
contemplated by the Example Plan without Archemix’s written consent.
Amendments to any Research Plan shall be prepared and adopted by the Research
Committee and shall be attached to the minutes of the meeting of the Research
Committee at which such amendment, modification or update was approved.





 




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



4









 






	 	2.4.3	 	The Research Plan will be performed by project teams
consisting of appropriately qualified members of each party. Project teams
will communicate on an at least monthly basis by teleconference,
videoconference, or face-to-face meeting.
	 
	 	2.4.4	 	Pfizer may terminate a Research Plan at anytime by giving
Archemix [***] days’ prior written notice (“Research Plan Discontinuation”).
If any Research Plan Discontinuation is made [***], Pfizer shall make the
payment described in [***] in accordance with [***], and such [***] under the
applicable Research Plan.






	 	2.5	 	Exclusivity. During the Term of this Agreement, and providing that
Pfizer exercises commercially reasonable efforts as described in Section 2.10, Archemix
will not perform for third parties or sponsor research internally or with third parties
directed to the discovery or development of Aptamers that bind to Program Targets;
provided, that, nothing in this Section 2.5 shall limit or restrict Archemix from (a)
developing or commercializing [***] in accordance with Section 2.2.5 or (b) performing
Permitted Screening Activities. For purposes of clarity, (a) if Program Targets
function as part of a [***] under this Section 2.5 is [***]to [***] and (b) in the
[***] of [***] under this Section 2.5 [***] to [***] of the[***].
	 
	 	2.6	 	Research Committee.






	 	2.6.1	 	Purpose. Pfizer and Archemix hereby establish a
Research Committee to:






	 	(a)	 	review and evaluate the Research Program’s
progress;
	 
	 	(b)	 	prepare the Research Plan for each Program
Target;
	 
	 	(c)	 	amend each Research Plan to the extent
necessary during the Research Program Term;
	 
	 	(d)	 	coordinate the publication of the Research
Program’s results so as to preserve all potential Patent Rights of the
parties;
	 
	 	(e)	 	determine whether Aptamers meet the ELC or OLC;
	 
	 	(f)	 	monitor the exchange of information and
materials between the parties;
	 
	 	(g)	 	resolve any disputes between the parties with
respect to any Research Plan; and
	 
	 	(h)	 	making such other decisions as may be delegated
to the Research Committee by the parties.





 




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



5









 












	 	2.6.2	 	Membership. Pfizer and Archemix each hereby appoints
[***] members to the Research Committee. A party may replace one of its
members at any time. Other representatives of Archemix or Pfizer may attend
meetings if invited by either party.
	 
	 	 	 	The initial members are:
	 
	 	 	 	Pfizer Members: [***]
	 
	 	 	 	Archemix Members: Page Bouchard
	 
	 	 	 	                   Sharon Cload
	 
	 	 	 	                   Anne Wong






	 	2.6.3	 	Co-Chairs. The parties will appoint one member each
to co-chair the Research Committee.
	 
	 	2.6.4	 	Meetings. The Research Committee will meet not less
than quarterly, with at least two meetings in each Commitment Year being in
person. The parties will take turns in selecting the date and location of the
meetings.
	 
	 	2.6.5	 	Minutes. The Research Committee will keep accurate
minutes of its deliberations. The minutes will record all decisions and
proposed actions. A draft of the minutes shall be delivered to all Research
Committee members within [***] business days after each meeting. The party
hosting the meeting will prepare and circulate the draft minutes. The
co-chairs will edit and approve the minutes.
	 
	 	2.6.6	 	Decisions. All decisions of the Research Committee
will be made by consensus. In the event that no consensus can be reached by
the Research Committee with respect to a matter despite the reasonable good
faith efforts of the members, then Pfizer will have the right to make the final
decision, but shall only exercise such right in good faith after full
consideration of the positions of both parties.
	 
	 	2.6.7	 	Expenses. Each of Pfizer and Archemix will bear all
expenses incurred by its respective members participating on the Research
Committee.
	 
	 	2.6.8	 	Research Committee Term. The term of the Research
Committee shall commence on the Effective Date and shall terminate on the
termination or expiration of the Research Program Term.






	 	2.7	 	Reports.






	 	2.7.1	 	Quarterly Reports. At least one week prior to each
Research Committee meeting, each party will submit to the Research Committee a
written





 




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



6









 






	 	 	 	report detailing and evaluating its activities under the Research Plan since
the last Research Committee meeting.
	 
	 	2.7.2	 	Comprehensive Written Reports. A comprehensive
written report will be provided by each party to the Research Committee within
[***] days after completion of each Research Plan. The report will describe in
detail the accomplishments and evaluate the results of Research Plan.






	 	2.8	 	Exchange of Proprietary Materials. During the term of the Research
Plan, the parties will supply to each other samples of Proprietary Materials as
required by the Research Plan.
	 
	 	2.9	 	Laboratory Facility and Personnel. Each party will provide adequate
laboratory facilities, equipment and personnel for the work to be done by it in the
Research Program.
	 
	 	2.10	 	Diligence.






	 	(a)	 	During the Research Program Term, Pfizer and Archemix will
each use commercially reasonable efforts to achieve the objectives of the
Research Program described in Section 2.1.
	 
	 	(b)	 	During the Term, Pfizer will use commercially reasonable
efforts to develop Optimized Leads and to commercialize Products.
	 
	 	(c)	 	In the case of Pfizer, commercially reasonable efforts shall
include, with respect to the activities of Pfizer (i) during the Research
Program Term and (ii) during the development of Optimized Leads and the
development and commercialization of Products, the efforts and resources that
Pfizer would use if it were researching, developing or commercializing its own
pharmaceutical products that are of similar market potential as the Products,
taking into account product labeling, present and future market potential,
financial return, present and the reasonable anticipated future regulatory
environment and competitive market conditions, all as measured by the facts
and circumstances at the time such efforts are due.
	 
	 	(d)	 	In the case of Archemix, commercially reasonable efforts
shall include, with respect to the activities of Archemix in the Research
Program, the efforts and resources comparable to those undertaken by Archemix
in pursuing the research and discovery of product candidates that are not
subject to the Research Program and that have similar market potential.






	 	2.11	 	Responsibilities of Pfizer. Pfizer will have the sole responsibility
for the development of the Products following the achievement of OLC for each Program
Target, including all preclinical, clinical, regulatory and commercialization
activities relating to the Products.





 




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



7









 






	 	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.



8









 












	 	3.5	 	Research Payments. If Archemix agrees to perform work pursuant to
Section 3.2, the following provisions will apply:






	 	3.5.1	 	Research Payments. Pfizer shall pay Archemix the
aggregate FTE Cost for all FTEs expended by Archemix in activities under this
Section 3.5.1, based on the FTE Rate, such payments to be made [***] as agreed
to in the Research Plan. At the time(s) agreed to by the parties, Archemix
shall provide Pfizer with reconciliation statements that specify the actual
number of FTEs used by Archemix.
	 
	 	3.5.2	 	Audit Rights.






	 	(i)	 	Records. Archemix shall keep accurate
records pertaining to the number of FTEs utilized in the conduct of the
Research Plan and in conducting the work requested by Pfizer pursuant
to section 3.2. The records shall conform with general accounting
principles. The records for each Commitment Year shall be retained by
Archemix for at least [***] years from the end of that Commitment Year.
	 
	 	(ii)	 	Audit Rights. During the Research
Program Term and for [***] years thereafter, Pfizer may, at its own
expense, appoint an independent, certified public accountant to audit
the records kept by Archemix pursuant to Section 3.5.2(i). The
accountant shall be reasonably acceptable to Archemix.
	 
	 	(iii)	 	Notice and Place. Before inspecting
the records, Pfizer shall give Archemix not less than [***] days’
written notice. Archemix shall make the records available for the
inspection during regular business hours at the place where the records
are usually kept.
	 
	 	(iv)	 	Findings. The accountant’s findings
will be reported to both parties and will be binding on the parties.
	 
	 	(v)	 	Timing and Frequency. Pfizer may only
audit the records once each calendar year and may only audit the
records for any period once. If, Pfizer does not audit the records of
a Commitment Year within [***] years after the end of that year, Pfizer
will be deemed to have accepted the accuracy of the records.
	 
	 	(vi)	 	Confidentiality. All information
learned by Pfizer during an inspection will be deemed to be Archemix’s
Confidential Information.






	 	3.6	 	External R&D Costs. In addition to the funding obligations in Section
3 above, Pfizer shall [***] for the payment of [***] third party research and
development activity costs (“Third Party Costs”), including, without limitation, [***],
incurred by Archemix or Pfizer to the extent set forth in a Research Plan or otherwise





 




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



9









 






	 	 	 	approved by Pfizer or the Research Committee. Unless otherwise agreed, Pfizer will
reimburse Archemix for [***] such Third Party Costs in accordance with the provisions
of Section 7.4.
	 
	 	3.7	 	Research Plan Discontinuation. In the event of Research Plan
Discontinuation as described in Section 2.4.4, and at the time set forth in Section
2.4.4, Pfizer shall[***].
	 
	 	3.8	 	Exchange of Reports; Information; Updates.






	 	3.8.1	 	Development Reports. Pfizer shall keep the Archemix
regularly informed of the progress of its efforts to develop and commercialize
Optimized Leads and Products by providing Archemix with a summary on an annual
basis regarding milestone events.
	 
	 	3.8.2	 	Adverse Events. In addition to the updates described
in Section 3.8.1, Pfizer will endeavor to advise Archemix of any adverse event
believed to have class effects prior to public disclosure of same.
	 
	 	3.8.3	 	Product Recalls. In the event that any regulatory
authority issues or requests a recall or takes similar action in connection
with a Product, Pfizer will endeavor to provide Archemix with notice prior to
public disclosure of same.
	 
	 	3.8.4	 	No Breach Event. For purposes of clarity, the failure
of Pfizer to comply with Section 3.8.2 or 3.8.3 shall not constitute a Breach
Event for purposes of this Agreement.






	4.	 	Treatment of Confidential Information.






	 	4.1	 	Disclosure.






	 	4.1.1	 	Except as provided in Sections 4.1.2, 4.1.3, 4.1.4 and 4.1.5
below, a party may not disclose and will cause its Affiliates and sublicensees
not to disclose, to a third party the following information without the written
permission of the other party:






	 	(a)	 	the other party’s Confidential Information;
	 
	 	(b)	 	the other party’s Program Technology; or
	 
	 	(c)	 	the terms of this Agreement.






	 	4.1.2	 	If a party is required by Applicable Laws to disclose
information described in Section 4.1.1, it shall use commercially reasonable
efforts to give the other party prompt notice and cooperate with the other
party if the other party seeks — at its expense — a protective order; provided,
that, a





 




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



10









 






	 	 	 	party may, without the other party’s permission, disclose such information
that its legal counsel reasonably advises it is required to disclose or if
the other party either waives compliance with Section 4.1.1 or fails to
timely obtain such protective order.
	 
	 	4.1.3	 	Each of Pfizer and Archemix may disclose the other’s
Confidential Information (a) to its respective officers, employees, board of
directors and consultants who participate in the Research Program; (b) to
investors and potential investors and agents who are bound by contract to
maintain the information in confidence and not to use such information except
as expressly permitted hereunder; (c) on a need-to-know basis to such other
party’s legal and financial advisors, (d) as reasonably necessary in connection
with an actual or potential debt or equity financing of such other party or (e)
for any other purpose with the other party’s written consent, not to be
unreasonably withheld, conditioned or delayed.
	 
	 	4.1.4	 	A party may disclose the information described in Section
4.1.1 to a third party: (a) for use under a sublicense that the party is
entitled to grant under this Agreement; or (b) approved in advance in written
form by the parties to provide services to support the Research Program. The
third party shall be bound by contract to maintain such information in
confidence on the same terms as are set forth in this Section 4.






	 	4.2	 	Use. Pfizer and Archemix may use, and will cause its Affiliates and
sublicensees to use, the other’s Confidential Information only as permitted by this
Agreement.
	 
	 	4.3	 	Measures. Each of Pfizer and Archemix will use the same measures to
protect the other’s Confidential Information as it uses to protect its own Confidential
Information. Each party shall ensure that each of its officers, employees, directors,
consultants, investors, potential investors and consultants that will have access to
the other’s Confidential Information are bound by contract to maintain the information
in confidence.
	 
	 	4.4	 	Return of Information. After termination of this Agreement, a party
will return or destroy all copies of the other’s Confidential Information and
Proprietary Materials when requested by the other party; provided, that, one copy of
such Confidential Information may be kept so that the party can monitor its continuing
obligations under this Agreement. All such Confidential Information and Proprietary
Materials will be returned within [***] days of the request.
	 
	 	4.5	 	Publication. The results of the Research Program may be published as
part of a scientific presentation or publication after scientific review by the
Research Committee if neither Archemix nor Pfizer — acting reasonably — disapproves the
publication in writing:






	 	(a)	 	within [***] days of receipt of the proposed publication if it
is a manuscript; or





 




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



11









 






	 	(b)	 	within [***] days of receipt of the proposed publication if it
is an abstract or transcript to be included in the proceedings of a scientific
meeting.






	 	 	 	Notwithstanding the foregoing, each party shall have the right to require that any
of its Confidential Information that is disclosed in any such proposed publication
or presentation be deleted prior to such publication or presentation.
	 
	 	4.6	 	Duration. The obligations of this Section 4 will end [***] years after
the termination or expiration of the Research Program.
	 
	 	4.7	 	Other Information. The restrictions in this Section 4 do not apply to
information that (a) as of the date of disclosure, it is known to the receiving party
or its Affiliates as demonstrated by contemporaneous credible written documentation,
other than by virtue of a prior confidential disclosure to such receiving party; (b) as
of the date of disclosure it is in the public domain, or it subsequently enters the
public domain through no fault of the receiving party; or (c) is obtained by the
receiving party from a third party having a right to make such disclosure free from any
obligation of confidentiality to the disclosing party.
	 
	 	4.8	 	Publicity. Notwithstanding anything to the contrary in Section 4,
either party may upon written approval of the other party issue a press release with
respect to this Agreement as soon as practicable after the Effective Date and either
party may make subsequent public disclosure of the contents of such press release
without further approval of the other party. After issuance of such press release,
except as required by Applicable Laws, neither party shall issue a press or news
release or make any similar public announcement related to the Research Program without
the prior written consent of the other party.






	5.	 	Restrictions on Proprietary Materials.






	 	5.1	 	A party may transfer the other party’s Proprietary Materials to a third party:






	 	(a)	 	for use under a sublicense that the party is entitled to grant
under this Agreement; or
	 
	 	(b)	 	that is approved by the parties to provide services to support
the Research Program.






	 	5.2	 	Otherwise, a party may not transfer the other party’s Proprietary Materials to
a third party without the written permission of the other party, which approval shall
not be unreasonably withheld.






	6.	 	Intellectual Property Rights; Grant of Licenses.






	 	6.1	 	Disclosure of Inventions. Each party shall promptly inform the other
party about all inventions that its officers, employees, agents or consultants conceive
or reduce to practice in the conduct of the Research Program.





 




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



12









 






	 	6.2	 	Ownership. Pfizer will own all Pfizer Program Technology, Pfizer
Program Patent Rights, Pfizer Background Technology and Pfizer Background Patent
Rights, and Archemix will own all Archemix Program Technology, Archemix Program Patent
Rights, Archemix Background Technology and Archemix Background Patent Rights. In case
of a dispute between Archemix and Pfizer over inventorship and, as a result, whether
any particular Technology is Pfizer Program Technology, Pfizer Program Patent Rights,
Archemix Program Technology and/or Archemix Program Patent Rights, the parties shall
attempt in good faith to resolve such dispute through discussions and shall consider
the designation of a U.S. patent counsel to render an opinion with respect to such
dispute who (and whose firm) is not at the time of the dispute, and was not at any time
during the [***] years prior to such dispute, performing services for either of the
parties, such patent counsel to be selected by the parties. Expenses of such patent
counsel shall be [***] the parties.
	 
	 	6.3	 	Archemix Research License. Subject to the terms and conditions of this
Agreement, Pfizer hereby grants to Archemix, under Pfizer’s rights in Pfizer Background
Technology, Pfizer Program Technology, Pfizer Background Patent Rights and Pfizer
Program Patent Rights, a nonexclusive, worldwide, royalty-free, perpetual license,
including the right to grant sublicenses, to Affiliates, for research purposes. For
clarification purposes, this license does not include any right to use Pfizer
Background Technology, Pfizer Program Technology, Pfizer Background Patent Rights or
Pfizer Program Patent Rights in the sale or manufacture for sale to third parties of
products, processes or services.
	 
	 	6.4	 	Pfizer Research License. Subject to the terms and conditions of this
Agreement, Archemix hereby grants to Pfizer, under Archemix’s rights in Archemix
Background Technology, Archemix Program Technology, Archemix Background Patent Rights,
and Archemix Program Patent Rights, a nonexclusive, worldwide, royalty-free, perpetual
license, including the right to grant sublicenses, to Affiliates, for research
purposes; provided, that, with respect to Archemix Background Patent Rights and
Archemix Program Patent Rights (i) the license granted in this Section 6.4 only
includes Patent Rights that cover [***] to [***] in the course of the [***] and (ii) to
the extent that Pfizer develops any [***] to [***] such [***] of such [***] under the
license granted in this Section 6.4,[***]Pfizer hereby grants to Archemix [***]
license, [***], to research, develop, manufacture, use, sell, offer for sale and import
products for any and all uses. For clarification purposes, this license does not
include the rights to use (a) Archemix Background Technology, Archemix Program
Technology, Archemix Background Patent Rights, or Archemix Program Patent Rights in the
sale or manufacture for sale of products, processes or services; or (b) the
SELEXTM Process or SELEXTM Technology for any purpose.
	 
	 	6.5	 	Commercial License Granted to Pfizer. Subject to the terms and
conditions of this Agreement, Archemix hereby grants to Pfizer an exclusive,
royalty-bearing, worldwide license, under the Archemix Background Technology, Archemix





 




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



13









 






	 	 	 	Program Technology, Archemix Background Patent Rights, and Archemix Program Patent
Rights, including the right to grant sublicenses as described in Section 6.5.3, to
manufacture, use, sell, offer for sale and import Products, but not Diagnostic
Products.






	 	6.5.1	 	Term of License. Unless terminated earlier under this
Agreement, the term of the license in Section 6.5 will end on the expiration of
the last Royalty Term.
	 
	 	6.5.2	 	Paid-Up License. Pfizer will have a paid-up, royalty
free, non-exclusive license under the grant in Section 6.5 to manufacture, use,
sale, offer for sale and import any Product in a country after the expiration
of the Royalty Term applicable to such Product in such country.
	 
	 	6.5.3	 	Sub-Licenses. If Pfizer wishes to grant a sublicense
pursuant to this Section 6.5, (a) Pfizer shall guarantee that any sublicensee
fulfills all of Pfizer’s obligations under this Agreement; provided, however,
that Pfizer shall not be relieved of its obligations pursuant to this
Agreement; (b) it shall be a condition of any such sublicense that such
sublicensee agrees to be bound by all terms of this Agreement applicable to the
commercialization of Products; and (c) Pfizer shall use reasonable efforts to
provide advance written notice to Archemix of any such proposed sublicense and
following execution thereof, provide copies to Archemix of each such
sublicense.






	 	6.6	 	Discontinued Targets. In the event that Pfizer decides to discontinue
pursuit of a particular Program Target with Archemix, then Pfizer shall grant Archemix
a non-exclusive, worldwide, royalty-free license, including the right to grant
sublicenses, against such Target under all Pfizer’s right, title, and interest in the
Pfizer Program Technology and Pfizer Program Patent Rights, to research, develop,
manufacture, use, sell, offer for sale and import Aptamers other than Program Aptamers
and/or products derived from Aptamers other than Program Aptamers against such Target
for any and all uses, except as otherwise provided herein.
	 
	 	6.7	 	License to Certain Program Patent Rights. Pfizer hereby grants to
Archemix a non-exclusive, perpetual, worldwide, royalty-free license under the Pfizer
Aptamer-Generic Program Technology and Pfizer Aptamer-Generic Program Patent Rights to
research, develop, manufacture, use, sell, offer for sale and import products for any
and all uses, except as otherwise provided herein.
	 
	 	6.8	 	Joint Technology Rights. The parties will [***] Joint Aptamer-Generic
Program Technology and Joint Aptamer-Generic Patent Rights. Notwithstanding anything
to the contrary contained in this Agreement or under Applicable Law, except to the
extent exclusively licensed to one party under this Agreement, the parties hereby agree
that either party may use or license or sublicense to Affiliates or third parties [***]
Joint Aptamer-Generic Program Technology and/or Joint Aptamer-Generic





 




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



14









 






	 	 	 	Program Patent Rights [***] the other party, [***] and [***] the other party, except
as otherwise provided under this Agreement.






	7.	 	Payments. In addition to Pfizer’s payment obligations set forth in Section 3 and in
return for Archemix’s contribution to the development of Program Patent Rights and Program
Technology under this Agreement, Pfizer will make the following non-refundable payments to
Archemix within [***] days after the occurrence of each of the following milestone events:






	 	7.1	 	Milestone Payments. If a Product achieves a Milestone Event described
in this Section 7.1, Pfizer will pay Archemix the sum noted for that milestone on a
Target-by-Target basis, unless: (a) [***] and [***] Archemix; or (b) [***] [***].





Milestones




	 	 	 
	 	 	Milestone
	Event	 	Payment ($)
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]
	 	 	 
	[***]
	 	[***]







	 	7.2	 	Skipped Milestones. In the event that one or more of the above
milestones for a Product is skipped but a subsequent milestone is achieved for the same
Product, the amounts payable for the skipped milestones [***] the payment of the next
milestone.





 




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



15









 






	 	7.3	 	Royalties on Net Sales. Pfizer will pay Archemix a royalty of [***]
([***]%) percent of Annual Net Sales of each Product in each country until the
expiration of the Royalty Term for such Product.






	 	7.3.1	 	End of Royalties. Pfizer’s obligation to pay
Royalties will end in each country upon expiration of the Royalty Term for such
Product.
	 
	 	7.3.2	 	Deduction of Creditable Milestones from Royalty
Payment. The full sum of all milestone payments paid by Pfizer with
respect to a Product (“Credit”) as listed in Section 7.1 above shall be
deducted from the Royalty payments made with respect to that Product subject to
the following conditions:






	 	(a)	 	in any Pfizer Quarter, the Royalty payment
shall not be reduced by this Credit by more than [***]% of the Royalty
payment otherwise due; and
	 
	 	(b)	 	any remaining outstanding Credit [***] until
such Credit has been fully paid.






	 	7.3.4	 	Currency Conversion. All Royalties will be computed
and paid in U.S. dollars. Conversion of sales recorded in currencies other
than the U.S. dollar to U.S. dollar for the purposes of computing the Royalty
rate to be applied as well as the amount of Royalties due will be performed in
a manner consistent with Pfizer’s normal practices used to prepare its audited
financial statements for external reporting purposes; provided that (a) such
practices use a widely accepted source of published exchange rate and (b)
Pfizer provides Archemix with written notice of the method and source of
conversion at the time of such payment.






	 	7.4	 	Payment.






	 	7.4.1	 	Unless otherwise specified herein, all payments specified
herein will be made in U.S. currency within [***] days of receipt of invoice.
	 
	 	7.4.2	 	Royalty payments on Net Sales will be made within [***] days
after the end of each Pfizer Quarter in which the Net Sales are made by Pfizer
or any sublicensee. These payments shall be accompanied by a statement
showing:






	 	(a)	 	the Net Sales of each Product by Pfizer or any
sublicensee of Pfizer in each country;
	 
	 	(b)	 	the basis of any deduction from Net Sales;
	 
	 	(c)	 	the applicable Royalty rate for the Product;
and





 




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



16









 






	 	(d)	 	a calculation of the amount of Royalty due,
including any offsets.






	 	7.5	 	Tax Matters.






	 	7.5.1	 	Tax Cooperation. The parties hereby agree to provide
reasonable assistance and cooperation and to produce on a timely basis any
reports or other information in connection with any payments made by Pfizer to
Archemix for purposes of allowing the other party to effectively comply with
the reporting requirements of the various taxing jurisdictions, to obtain
refunds of any taxes paid or withheld in those jurisdictions, or to otherwise
allow Archemix to claim such payment of taxes. Each party further agrees to
extend such assistance and cooperation to the other party, at the other party’s
expense, in connection with any official or unofficial inquiries or audits by
such taxing jurisdictions relating to any payments made by Pfizer under this
Agreement.
	 
	 	7.5.2	 	Tax Matters. The parties agree that under any
applicable U.S. law or regulation if any of the payments made by Pfizer in
connection with this Agreement are subject to withholding taxes such payments
made by Pfizer shall be reduced by the amount of tax required to be withheld
and Pfizer shall pay the amount of such taxes pursuant to the applicable law or
regulation. The parties further agree that if any applicable law or regulation
of any jurisdiction other than the United States requires the withholding or
payment of any taxes by Pfizer or any of its sublicensees on Net Sales pursuant
to Section 8.4, any such taxes required to be paid or withheld shall be an
expense to be borne by Archemix and under no circumstances shall Pfizer become
liable for any further payments under the Agreement due to any taxes required
to be deducted, withheld, or paid. Under such circumstances Pfizer shall
withhold or pay such amounts on behalf of Archemix and provide Archemix with an
official tax certificate or other evidence of such tax obligation along with
proof of payment unless under the applicable laws or regulations such payments
can lawfully be avoided.






	 	7.6	 	Records and Inspection.






	 	7.6.1	 	Records. Pfizer and any sublicensees shall keep
accurate records of its Net Sales of each Product. The records shall conform
to United States generally accepted accounting principles. The records shall
be retained for at least [***] years from the date of each Royalty payment.
	 
	 	7.6.2	 	Inspection. For [***] years after receiving any
Royalty payment, Archemix may, at its own expense, appoint an independent,
certified public accountant to inspect and audit the records relevant to this
Agreement. The accountant shall be reasonably acceptable to Pfizer.





 




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



17









 






	 	7.6.3	 	Notice and Place. Before inspecting the records
Archemix shall give Pfizer reasonable notice. Pfizer shall make the records
available for the inspection during regular business hours at the place where
the records are usually retained.
	 
	 	7.6.4	 	Findings. The accountant’s findings will be [***] on
the parties.
	 
	 	7.6.5	 	Timing and Frequency. Archemix may only inspect or
audit the records once each calendar year and may only inspect or audit the
records for any Royalty payment once. If Archemix does not inspect or audit
the records for a Royalty payment within [***] years of the payment being made,
Archemix will be deemed to have accepted the accuracy of the records.
	 
	 	7.6.6	 	Confidentiality. All information learned by Archemix
during an inspection will be deemed Pfizer’s Confidential Information.
	 
	 	7.6.7	 	Discrepancies. Any discrepancy will be promptly
corrected by a payment or a credit, as appropriate. In the event that the
results of such audit reveal an underpayment of [***] percent ([***]%) or more,
then all reasonable audit fees will be paid by Pfizer.






	8.	 	Filing, Prosecution and Maintenance of Patent Rights.






	 	8.1	 	Pfizer.






	 	8.1.1	 	Pfizer may, at its sole discretion, file, prosecute, maintain
and enforce the Pfizer Background Patent Rights and Pfizer Program Patent
Rights. Pfizer shall use commercially reasonable efforts to file, prosecute,
maintain and enforce the Pfizer Program Patent Rights in those countries and
territories in which Pfizer customarily pursues patent protection for products
of similar market potential as the Product. At Pfizer’s request, Archemix shall
cooperate with Pfizer in all reasonable respects in connection with such
preparation, filing, prosecution and maintenance of such Pfizer Program Patent
Rights, including but not limited to obtaining assignments to reflect chain of
title consistent with the terms of this Agreement, gaining United States patent
term extensions, supplementary protection certificates and any other extensions
that are now or become available in the future wherever applicable to Pfizer
Program Patent Rights. For purposes of clarity, notwithstanding anything to
the contrary herein, Pfizer shall have no rights to prepare, file, prosecute
and/or maintain any Patent Rights that are Archemix Background Patent Rights or
Archemix Program Patent Rights.
	 
	 	8.1.2	 	If Pfizer abandons or allows to lapse in any country any of
the Patent Rights comprising issued patents covering any Pfizer Program
Technology, and such Patent Rights would reasonably have provided market
exclusivity for the Product, Pfizer shall continue to pay Archemix





 




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



18









 






	 	 	 	the royalties specified in Section 7.3 on Net Sales of Products in such country.






	 	8.2	 	Archemix.






	 	8.2.1	 	Archemix may, at its sole discretion, file, prosecute,
maintain and enforce the Archemix Background Patent Rights, Archemix Program
Patent Rights and Joint Aptamer-Generic Patent Rights.
	 
	 	8.2.2	 	If Archemix decides to abandon or to allow to lapse any of the
Patent Rights covering any Archemix Aptamer-Generic Patent Rights or Joint
Aptamer-Generic Patent Rights, it shall inform Pfizer of such decision promptly
and, in any event, so as to provide Pfizer a reasonable amount of time to meet
any applicable deadline to establish or preserve such Patent Rights in such
country or region. Pfizer shall have the right to assume responsibility for
continuing the prosecution of such Patent Rights in such country or region and
paying any required fees to maintain such Patent Rights in such country or
region or defending such Patent Rights, through patent counsel or agents of its
choice, which shall be at Pfizer’s sole expense. Pfizer shall not become an
assignee of any such Patent Rights as a result of its assumption of any such
responsibility. Upon transfer of such responsibility under this Section 8.2.2,
Archemix shall promptly deliver to Pfizer copies of all necessary files related
to the Patent Rights with respect to which responsibility has been transferred
and shall take all actions and execute all documents reasonably necessary for
Pfizer to assume such responsibility.
	 
	 	8.2.3	 	If Archemix decides to abandon or to allow to lapse any of
Archemix Background Patent Rights that contain one or more claims covering a
Program Aptamer, it shall inform Pfizer of such decision promptly. Pfizer shall
have the right, by providing Archemix written notice within [***] days of
receipt of Archemix’s notice, to have Archemix continue to prosecute such
claims [***].






	 	8.3	 	Archemix and Pfizer. Each party will, at the filing party’s cost,
cooperate with the filing party’s reasonable requests in support of the filing,
prosecution, maintenance and enforcement of Pfizer Program Patent Rights and Archemix
Program Patent Rights. This will include:






	 	(a)	 	Giving the filing party access to invention records in its
possession with respect to Pfizer Program Patent Rights and/or Archemix Program
Patent Rights.
	 
	 	(b)	 	Executing, and procuring its employees, officers, agents and
consultants to execute assignment and other documents with respect to Pfizer
Program Patent Rights and/or Archemix Program Patent Rights.





 




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



19









 






	 	(c)	 	Facilitating meetings with its employees, officers, agents and
consultants with respect to Pfizer Program Patent Rights and/or Archemix
Program Patent Rights.
	 
	 	(d)	 	Cooperate with the filing party and signing all documents
requested by the filing party in connection with obtaining patent extensions
under 35 U.S.C. Section 156 and foreign counterparts with respect to Pfizer
Program Patent Rights and/or Archemix Program Patent Rights.






	 	8.4	 	Enforcement of Program Patent Rights.






	 	8.4.1	 	Enforcement of Pfizer Program Patent Rights. In the
event that either party becomes aware of a suspected infringement of any Pfizer
Program Patent Rights, such party shall notify the other party promptly, and
following such notification, the parties shall confer. Pfizer shall have the
sole right, but shall not be obligated, to bring an infringement action or to
defend such proceedings at its own expense, in its own name and entirely under
its own direction and control. Pfizer shall keep Archemix reasonably informed
on a quarterly basis, in person or by telephone, prior to and during any such
enforcement. Archemix shall assist Pfizer, upon request, in taking any action
to enforce any such Pfizer Program Patent Rights and shall join in any such
action if deemed to be a necessary party. [***] costs, including without
limitation [***], relating to such legal proceedings or other action shall be
borne [***]
	 
	 	8.4.2	 	Enforcement of Archemix Program Patent Rights.






	 	(a)	 	In the event that either party becomes aware of
a suspected infringement by a third party of any Archemix Program
Patent Rights or Archemix Background Patent Rights and such potential
infringement or claim relates to a Product, such party shall notify the
other party promptly.
	 
	 	(b)	 	If the suspected infringement is with respect
to Archemix Aptamer-Generic Patent Rights then, following such
notification, Archemix shall have the sole right but not the obligation
to enforce such claim. Archemix shall keep Pfizer reasonably informed
on a quarterly basis, in person or by telephone, prior to and during
any such enforcement. Pfizer shall assist Archemix, upon request, in
taking any action to enforce any such Archemix Aptamer-Generic Patent
Rights and shall join in any such action if deemed to be a necessary
party. All costs, including without limitation attorneys’ fees,
relating to such legal proceedings or other action shall be borne by
Archemix.
	 
	 	(c)	 	If the suspected infringement is with respect
to any other Archemix Program Patent Rights then, following such
notification, Archemix





 




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



20









 






	 	 	 	shall have the sole right but not the obligation to enforce such
claim.
	 
	 	(d)	 	If the suspected infringement is with respect
to any Archemix Background Patent Rights that covers a Product,
Archemix shall have the sole right but not the obligation to enforce
such Patent Rights. If Archemix does not take commercially reasonable
steps to abate the infringement of such Patent Rights within [***] days
from any infringement notice, then Pfizer may, by providing written
notice to Archemix within [***] days thereafter, request that Archemix
enforce such Patent Rights. If Archemix agrees, [***], to enforce such
Patent Rights, it shall bring suit at Pfizer’s sole expense.






	 	8.4.3	 	Enforcement of Joint Aptamer-Generic Patent Rights.
In the event of an infringement of a Joint Aptamer-Generic Patent Right, the
parties shall enter into good faith discussions as to whether and how to
eliminate the infringement. Each party shall bear [***] of the cost of any
action, suit or proceeding instituted under this Section 8.4.3. An [***] of
all amounts recovered shall be received by each party. If the parties are
unable to determine whether and how to institute an action, suit or proceeding
for infringement of any such Joint Aptamer-Generic Patent Right, either party
shall have the right to prosecute such Infringement, in which event that party
shall [***] the expense and be entitled to retain [***] that it recovers. Each
party shall have the right to be represented by counsel of its own selection in
any action, suite or proceeding instituted under this Section 8.4.3 by the
other party. If a party lacks standing and the other party has standing to
bring any such action, suit or proceeding, then the party with standing shall
bring such suit at the request and expense of the other party.






	 	8.5	 	Defense of Claims. In the event that any action, suit or proceeding is
brought against either party or any Affiliate or sublicensee of either party alleging
the infringement of the Technology or Patent Rights of a third party by reason of (i)
the use of [***] and/or [***] in the Research Program or any Product [***] of any
[***]to the [***] to [***] the [***], (ii) the development of any Early Lead or
Optimized Lead, including without limitation the manufacture, use or sale, of any
Product or (iii) the use of a Program Target: (a) Pfizer shall have the obligation to
defend such action, suit or proceeding [***]; (b) Archemix or any of its Affiliates or
sublicensees shall have the right to separate counsel [***] in any such action, suit or
proceeding and, if such action, suit or proceeding has been brought against Archemix or
any of its Affiliates or sublicensees, such party may elect to defend itself [***]; and
(c) the parties shall cooperate with each other in all reasonable respects in any such
action, suit or proceeding. In the event that any action, suit or proceeding is
brought against either party or any Affiliate or sublicensee of either party alleging
the infringement of the Technology or Patent Rights of a third party





 




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



21









 






	 	 	 	by reason of the use of the [***] or the use of the [***] in [***] or [***] on the
[***] of [***] in the conduct of the Research Program: (a) Archemix shall have the
obligation to defend such action, suit or proceeding [***]; (b) Pfizer or any of its
Affiliates or sublicensees shall have the right to separate counsel [***] in any such
action, suit or proceeding and, if such action, suit or proceeding has been brought
against Pfizer or any of its Affiliates or sublicensees, such party may elect to
defend itself [***] and (c) the Parties shall cooperate with each other in all
reasonable respects in any such action, suit or proceeding. Each party shall provide
the other party with prompt written notice of the commencement of any such suit,
action or proceeding, or of any allegation of infringement of which such party
becomes aware, and shall promptly furnish the other party with a copy of each
communication relating to the alleged infringement that is received by such party.
In no event shall either party settle or otherwise resolve any such action, suit or
proceeding brought against the other party or any of its Affiliates or sublicensees
without the other party’s prior written consent.






	9.	 	Acquisition of Rights from Third Parties.






	 	9.1.1	 	During the Research Program Term, each party will notify the
other party of any opportunities, of which such party is aware, to obtain
Technology from a third party that may be useful to the Research Program. The
parties will discuss in good faith if the Technology should be obtained and, if
so, on what terms and by which party.
	 
	 	9.1.2	 	Pfizer will be responsible for [***] third party patent costs
applicable to the obtaining of Technology or Patent Rights related to the
Program Target and any Proprietary Chemistries related thereto, if any. Any
licenses granted under such third party Technology or Patent Rights [***]
sublicensed to Archemix [***] the applicable Research Plan; otherwise, Archemix
will [***] such third party license. Archemix will be responsible for [***]
third party patent costs applicable to the obtaining of Technology or Patent
Rights related to the use of the SELEXTM 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:





 




			
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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





 




			
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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 SELEXTM
Process or the SELEXTM Technology as described in the SELEXTM 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 SELEXTM Process or the SELEXTM
Technology as described in the SELEXTM 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 SELEXTM Process or the
SELEXTM 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 SELEXTM
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.





 




			
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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:





 




			
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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;





 




			
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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.





 




			
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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.





 




			
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of the Securities Act.



30









 











SIGNED BY:




	 	 	 	 	 	 	 	 	 	 	 
	PFIZER INC	 	 	 	ARCHEMIX CORP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	Title:

	 	 

	 	 	 	Title:
	 	 

	 	 
	Date:

	 	 

	 	 	 	Date:
	 	 

	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 







 




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



31









 





APPENDIX A




List of Definitions.




These Definitions apply to the




Collaborative Research and Services Agreement




Between




Pfizer Inc




and




Archemix Corp.



“Acceptance” means: (a) with respect to an IND, thirty (30) days from the date such IND is
received by the FDA if no clinical hold is issued by the FDA with respect thereto or, to the extent
issued, such later date on which such IND is no longer subject to that clinical hold; (b) with
respect to an NDA, sixty (60) days from the date such NDA is received by the FDA if no
refuse-to-file order is issued by the FDA or, to the extent issued, such later date on which the
deficiencies referred in such refuse-to-file notice are corrected or the NDA is otherwise deemed
“filed” by the FDA; and (c) with respect to an E5 Country or Japan the equivalent of the above or
any other action or non-action that allows a party to proceed with a clinical trial or product
launch.



“Affiliate” means with respect to a party, any legal entity:





	 	(a)	 	that owns, directly or indirectly, at least 50% of the voting securities of the
party;
	 
	 	(b)	 	that has at least 50% of its voting securities owned, directly or indirectly,
by the party;
	 
	 	(c)	 	at least 50% of its voting securities is owned, directly or indirectly, by a
legal entity that owns, directly or indirectly, at least 50% of the voting securities
of the party;
	 
	 	(d)	 	that is a partnership in which the party is a general partner;
	 
	 	(e)	 	that has an agreement pursuant to which the party has the right to control the
governing body of such legal entity.




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






 




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



Appendix A-1









 







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



“Aptamer” means any oligonucleotide that binds with high specificity and affinity to a Target
through means other than Watson Crick base pairing.



“Aptamer-Antidote Product” means a product that contains an Aptamer with [***] and that has as
[***], a [***] that has [***] wherein “[***]” means the [***] and/or [***] and “[***]” means the
[***] or [***].



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



“Aptamer Generic Program Technology” means any Program Technology that is not (a) Aptamer-Specific
Program Technology; (b) covered by subsection (a) of the definition of Archemix Program Technology
or (c) covered by subsection (a) of the definition of Pfizer Program Technology.



“Aptamer-Specific Program Technology” means any Program Technology that relates specifically and
solely to (i) any Program Aptamer or (ii) the manufacture, formulation, delivery or use of a
Program Aptamer.



“Archemix Aptamer-Generic Patent Rights” means Patent Rights that cover Archemix Aptamer-Generic
Program Technology.



“Archemix Aptamer-Generic Program Technology” means any Aptamer-Generic Program Technology
conceived or first reduced to practice solely by Archemix or its officers, employees, agents or
consultants.



“Archemix Background Technology” means any Technology that is used by Archemix, or provided by
Archemix for use, in the Research Program that is (a) Controlled by Archemix as of the Effective
Date or (b) conceived or first reduced to practice by employees of, or consultants to, Archemix
after the Effective Date other than in the conduct of the Research Program and without the use in
any material respect of any Pfizer Background Technology or Pfizer Program Technology. For
purposes of clarity, Archemix Background Technology shall include the SELEXÔ Process and
SELEXÔ Technology as of the Effective Date.



“Archemix Background Patent Rights” means the Patent Rights covering Archemix Background
Technology, including without limitation the Patent Rights listed in Appendix D.



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





 




			
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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.





 




			
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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:





 




			
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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 SELEXTM Process or Aptamers or PhotoAptamers
identified through the use of the SELEXTM 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 SELEXTM Process or Aptamers or PhotoAptamers identified through
the use of the SELEXTM 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 SELEXTM 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. SELEXTM. The SELEXTM process (Systematic Evolution of Ligands through
EXponential enrichment) [***] which [***]. A [***] and [***] SELEXTM [***]. The SELEXTM
[***] from this [***] [***].



[***] have [***] to [***] and [***] by the [***] is [***] to the [***] of [***]. Consequently,
aptamer SELEXTM will be [***] for the SELEXTM [***] of the [***] and an [***].



The [***] SELEXTM [***] will be [***]. In order to [***] from the [***], typically [***] aptamer
[***] is [***] with the [***] and the [***] that [***] are [***] is next a[***] which can [***].
SELEXTM will be [***] with [***].



At various points [***] from [***] of the [***]. Typically when [***] have begun to [***] aptamer
[***] with the [***] SELEXTM [***] on the [***] from the [***] SELEXTM [***].



Aptamer [***]. Archemix will [***] that have [***] will [***] on the [***] SELEXTM [***], 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
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
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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.



Appendix D-4









 






	 	 	 	 	 	 	 	 	 	 	 
	INTERNAL REFERENCE	 	SERIAL NUMBER	 	PATENT NUMBER	 	EXPIRATION DATE	 	TITLE	 	CLAIMS
	[***]

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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.



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