Common use of Change of Control Involving Competitive Entity Clause in Contracts

Change of Control Involving Competitive Entity. If the Change of Control that is described in the ARCHEMIX Change of Control Notice results or, if completed, would result in a Competitive Entity becoming an Affiliate of ARCHEMIX, then, within [***] days after such ARCHEMIX Change of Control Notice is provided by ARCHEMIX, MERCK shall have the right to provide written notice to ARCHEMIX, in its sole discretion, (i) if the ARCHEMIX Change of Control Notice is provided prior to expiration of the Research Program Term, [***] the Research Program (subject to MERCK’s obligation to [***] ARCHEMIX the [***] of the [***] that remains [***] as of on the effective date of termination pursuant to Section 5.3); (ii) if the ARCHEMIX Change of Control Notice is received at any time during the Term, (A) [***] ARCHEMIX’s [***] in any [***] pursuant to Article 4 (including ARCHEMIX’s right to [***] in the [***], [***] and [***]); (B) to the extent not mutually agreed as of the date of the ARCHEMIX Change of Control Notice is given, [***] ARCHEMIX’s right to [***] a [***] pursuant to Section 4.9.2; and (C) to the extent MERCK is prosecuting Program Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Aptamer-Specific Patent Rights in accordance with Section 9.1.1(a), [***] MERCK’s obligation to [***] pursuant to Section 9.1.4 with respect to such Program Aptamer-Specific Patent Rights. In all other aspects, this Agreement remains unchanged. If MERCK should fail to give such notice to ARCHEMIX within such [***] day period, MERCK shall have no further rights under this Section 13.2.1 as a result of the Change of Control described in the ARCHEMIX Change of Control Notice.

Change of Control Involving Competitive Entity. If the Change of Control that is described in the ARCHEMIX Change of Control Notice results or, if completed, would result result, in a Competitive Entity becoming an Affiliate of ARCHEMIX, then, (i) a Target proposed by ELAN for inclusion in the Research Program shall only be refused by ARCHEMIX or the acquirer under Section 3.5.1(b)(4) on and after the date of the consummation of the Change of Control if ARCHEMIX has been researching and/or developing aptamers against such Target (including the conduct of the SELEX™ Process) for a period of not less than [***] months; provided, that, if any such Target is included in the Research Program, ELAN first reimburses ARCHEMIX for all R&D Costs incurred by ARCHEMIX in researching and/or developing aptamers against such Target; and (ii) within either [***] days after such ARCHEMIX Change of Control Notice is provided by ARCHEMIXARCHEMIX if such notice is provided prior to the Change of Control becoming effective, MERCK or [***] days after such ARCHEMIX Change of Control Notice if such notice is provided after the Change of Control is effective, ELAN shall have the right right, in its sole discretion, to provide written notice to ARCHEMIX, in its sole discretion, (ix) if the ARCHEMIX Change of Control Notice is provided prior to expiration of the Research Program Term, [***] to terminate the Research Program (subject to MERCKincluding ELAN’s obligation to [***] ARCHEMIX the [***] of the [***] that remains [***] as of on the effective date of termination fund FTEs pursuant to Section 5.35.4); and/or (iiy) if the ARCHEMIX Change of Control Notice is received at any time during the Term, (A) [***] to terminate ARCHEMIX’s [***] ’ participation in any [***] Development Program pursuant to Article 4 (including ARCHEMIX’s ’ right to [***] participate in the [***], [***] JPT and [***]JMC); and/or (B) to the extent not mutually agreed exercised as of the date of that the ARCHEMIX Change of Control Notice is given, [***] to terminate ARCHEMIX’s ’ right to [***] a [***] pursuant to Section 4.9.2; and (C) to the extent MERCK is prosecuting Program Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Aptamerexercise any Co-Specific Patent Rights in accordance with Section 9.1.1(a), [***] MERCK’s obligation to [***] pursuant to Section 9.1.4 with respect to such Program Aptamer-Specific Patent Rights. In all other aspects, this Agreement remains unchangedDevelopment Option. If MERCK ELAN should fail to give such notice to ARCHEMIX within such [***] day or [***] day period, MERCK as applicable, ELAN shall have no further rights to take such actions as set forth in (x) and (y) under this Section 13.2.1 as a result of the Change of Control described in the ARCHEMIX Change of Control Notice.

Change of Control Involving Competitive Entity. If the Change of Control that is described in the ARCHEMIX Change of Control Notice results or, if completed, would result in a Competitive Entity becoming an Affiliate of ARCHEMIX, then, within [***] days after such ARCHEMIX Change of Control Notice is provided by ARCHEMIX, MERCK shall have the right to provide written notice to ARCHEMIX, in its sole discretion, (i) if the ARCHEMIX Change of Control Notice is provided prior to expiration of the Research Program Term, [***] the Research Program (subject to MERCK’s obligation to [***] ARCHEMIX the [***] of the [***] that remains [***] as of on the effective date of termination pursuant to Section 5.3)Program; (ii) if the ARCHEMIX Change of Control Notice is received at any time during the Term, (A) [***] ARCHEMIX’s [***] in any [***] pursuant to Article 4 (including ARCHEMIX’s right to [***] in the [***], [***] and [***]); (B) to the extent not mutually agreed exercised as of the date of the ARCHEMIX Change of Control Notice is given, [***] ARCHEMIX’s right to [***] a any [***] and [***] pursuant to Section 4.9.2Sections 4.10.2; (C) [***] ARCHEMIX’s [***] activities pursuant to this Agreement, provided, that, MERCK shall [***] to ARCHEMIX as if the Co-Promoted Product was a Royalty Bearing Product; (D) [***] ARCHEMIX’s Co-Promotion activities, provided, that MERCK shall [***] to ARCHEMIX as if the Co-Promoted Product was a Royalty Bearing Product; and (CE) to the extent MERCK is prosecuting Program Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Aptamer-Specific Patent Rights in accordance with Section 9.1.1(a11.1.1(a), [***] MERCK’s obligation to [***] pursuant to Section 9.1.4 11.1.4 with respect to such Program Aptamer-Specific Patent Rights. In all other aspects, this Agreement remains shall remain unchanged. If MERCK should fail to give such notice to ARCHEMIX within such [***] day period, MERCK shall have no further rights under this Section 13.2.1 14.2.1 as a result of the Change of Control described in the ARCHEMIX Change of Control Notice.