C O N F I D E N T I A L LICENSE AGREEMENT

Exhibit 10.45 C O N F I D E N T I A L LICENSE AGREEMENT       THIS LICENSE AGREEMENT (" Agreement ") is made and entered into effective as of July 23, 2007 (the " Effective Date "), by and between Archemix Corp. , having principal offices at 300 Third Street, Cambridge, Massachusetts 02142 (" Archemix "), and Isis Pharmaceuticals, Inc. , having principal offices at 1896 Rutherford Road, Carlsbad, California 92008 (" Isis "). Archemix and Isis each may be referred to herein individually as a "Party," or collectively as the "Parties."       WHEREAS , Isis is a recognized leader in the development of antisense oligonucleotides, and Archemix is a recognized leader in the development of Aptamers (as defined below);       WHEREAS , Isis has developed proprietary chemistries and know-how that may accelerate the successful commercialization of Aptamers, and Archemix is developing know-how that may reciprocally inform the development of other oligonucleotides (including antisense); and       WHEREAS , this Agreement establishes a strategic alliance between Isis and Archemix which enables the Parties to benefit from Isis’ proprietary chemistries and their mutual proprietary expertise to facilitate their respective discovery, development, and commercialization efforts;       NOW, THEREFORE, the Parties do hereby agree as follows: ARTICLE 1
DEFINITIONS Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in Appendix 1. ARTICLE 2
GRANT OF RIGHTS       Section 2.1 License Grants .           2.1.1 Subject to the terms and conditions of this Agreement, Isis hereby grants to Archemix for use outside of the Excluded Field:

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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Archemix will have no right to sublicense or otherwise transfer to any Third Party any rights in or to the licenses to the Isis Analytical Patents or to the Isis Manufacturing Patents granted to Archemix under Section 2.1.1(x) or 2.1.1(y), respectively. For the avoidance of doubt, and subject to the field restriction set forth in the first sentence of Section 2.1.1, Archemix’s conduct through its own employees or consultants of in-house tests on Aptamer Products made by Third Parties shall be deemed to fall within Archemix’s rights to "make" Licensed Products under Sections 2.1.1(x) and 2.1.1(y) as applicable, and shall not constitute "having made."           2.1.2 Upon the occurrence of any Conversion Event, the exclusive license granted to Archemix under Section 2.1.1(z) will automatically become non-exclusive, subject to the following: (a) Such license will remain exclusive with respect to any Target and any Licensed Product that binds to such Target for which Archemix (or an Archemix Affiliate or Archemix Sublicensee) has achieved the [***] milestone and has timely paid Isis the applicable milestone payment under Section 5.2 below prior to the occurrence of the first Conversion Event. (b) If, following the occurrence of the first Conversion Event, such exclusive license converts to a non-exclusive license pursuant to this Section 2.1.2, such license will convert back to an exclusive license (regardless of the intervening period of non-exclusivity) with respect to any Target and any Licensed Product that binds to such Target for which Archemix (or an Archemix Affiliate or Archemix Sublicensee) has achieved the [***] milestone and has timely paid Isis the applicable milestone payment under Section 5.2 below; provided, that Isis has not, after the first Conversion Event but prior to Archemix’s (or an Archemix Affiliate’s or Archemix Sublicensee’s) achievement of the [***] Milestone and payment of the applicable milestone payment, granted a license to a Third Party that would prevent Isis from granting an exclusive license with respect to such Target and Licensed Product to Archemix. (c) Any license that remains or becomes exclusive pursuant to clauses (a) or (b) above following a Conversion Event will remain exclusive as long as Archemix (or an Archemix Affiliate or Archemix Sublicensee) is 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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actively researching, developing or commercializing the Licensed Product that is the subject of the license, or another Aptamer for such Target. For the avoidance of doubt, if Archemix (or an Archemix Affiliate or Archemix Sublicensee) discontinues its activities with respect to a Licensed Product that is the subject of an exclusive license pursuant to clause (a) or (b) above, Archemix (or an Archemix Affiliate or Archemix Sublicensee) will still be deemed to be actively researching or developing a Licensed Product for such Target if it begins research or development activities relating to a back-up product that is intended to be a Licensed Product for such Target within [***] days thereafter.           2.1.3 Notwithstanding the foregoing, Isis retains the right under the license granted to Archemix under Section 2.1.1(z) above to fulfill its obligations under any licenses granted by Isis prior to the Effective Date, and to grant Permitted Licenses, and the exclusivity of the license granted to Archemix under Section 2.1.1(z) is limited by any such licenses granted prior to and after the Effective Date. For the avoidance of doubt, no Permitted License shall grant any Third Party exclusive rights under the Isis Patents to research, make, have made, use, import, offer to sell or sell, or otherwise discover, develop, or commercialize Licensed Products.       Section 2.2 Know-How License Grants.           2.2.1 License Grant to Archemix . Subject to the terms and conditions of this Agreement, Isis grants to Archemix a worldwide, fully paid, royalty-free, non-exclusive license, with the right to sublicense subject to the last two sentences of this Section 2.2.1, under all Know-How disclosed by Isis to Archemix under this Agreement, to use such Know-How solely to research, make, have made, use, import, offer to sell and sell and otherwise discover, develop and commercialize Aptamer Products. Archemix will have no right to sublicense or otherwise transfer any rights in or to the license granted to Archemix under this Section 2.2.1 to any Know-How covering information related to Isis’ manufacturing or analytical technology. Any Sublicense granted under this Section 2.2.1 will (i) be subject to Section 4.4 below, and (ii) require the Archemix Sublicensee to maintain the confidentiality of the sublicensed Know-How in accordance with confidentiality provisions at least as protective as those set forth in Article 7 herein.           2.2.2 License Grant to Isis . Subject to the terms and conditions of this Agreement, Archemix grants to Isis a worldwide, fully paid, royalty-free, non-exclusive license, with the right to sublicense subject to the last sentence of this Section 2.2.2, under all Know-How disclosed by Archemix to Isis under this Agreement, to use such Know-How solely to research, make, have made, use, import, offer to sell and sell and otherwise discover, develop and commercialize products other than Aptamer Products. Any sublicense granted under this Section 2.2.2 will require the sublicensee to maintain the confidentiality of the sublicensed Know-How in accordance with confidentiality provisions at least as protective as those set forth in Article 7 herein.           2.2.3 Additional Licenses . In addition to the licenses granted in Sections 2.1.1 and 2.2.1, Isis agrees, at Archemix’s request, to negotiate in good faith with Archemix for the 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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grant of a license to Archemix under any Patents not licensed to Archemix hereunder, or additional rights under Patents that are licensed hereunder, that are, at the time of such request, owned or Controlled by Isis, to research, make, have made, use, import, offer to sell and sell and otherwise discover, develop, and commercialize Licensed Products, subject to any Third Party rights or other contractual limitations. ARTICLE 3 SCOPE OF COLLABORATION; COLLABORATION ACTIVITIES       Section 3.1 Scope of Collaboration; Research Management Committee . To assist the development of each Party’s commercial focus, representatives from Isis and Archemix will meet regularly, as mutually agreed, to share Know-How and coordinate basic research efforts that have the potential to impact each Party’s development efforts (the "Collaboration" ). In particular, a jointly composed research management committee ( "RMC" ) will meet at least [***] per [***] during the term of the Collaboration, alternating venues between the vicinities of Cambridge, Massachusetts and Carlsbad, California, to coordinate the exchange of know-how and research planning. Meetings of the RMC will be by telephone or by video conference if desired by either Party. Intellectual property representatives of each Party may participate in RMC meetings and such meetings will provide a forum to discuss intellectual property issues relevant to the Collaboration.       Section 3.2 Collaboration Activities . To the extent that the Parties agree to conduct any joint activities under the Collaboration, the Parties will use Commercially Reasonable Efforts to conduct their respective Collaboration research and development activities in a good scientific manner, and in compliance in all material respects with all Applicable Law, and will cooperate reasonably with the other Party to achieve the goals of the Collaboration. Each Party will bear the sole responsibility for funding its own Collaboration research and development activities, unless otherwise agreed by the Parties.       Section 3.3 Term of Collaboration Activities . The Collaboration will remain in effect for a period [***] years following the Effective Date, and may be continued thereafter with the mutual agreement of both Parties.       Section 3.4 Consulting Activities . Archemix may request Isis to perform certain research and development activities to aid in the advancement of Licensed Products. Isis will be under no obligation to perform such consulting activities requested by Archemix. Any mutually agreed upon consulting work will be performed under an agreed upon work plan, which will include estimates of Isis’ FTE time to be expended. Isis will be compensated by Archemix for the performance of any such consulting work by Isis at the FTE Rate. ARTICLE 4
LICENSED PRODUCT DEVELOPMENT; CONDITIONS TO LICENSES       Section 4.1 Development/Commercialization/Regulatory Responsibilities . Archemix is solely responsible for the development and commercialization of Licensed 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.

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Archemix will comply with all Applicable Laws in connection with the development and commercialization of the Licensed Products.       Section 4.2 Reports . Archemix will provide to Isis [***] reports (each an " R&D Report ") summarizing which Isis chemistries and analytical methods are actively being used in Archemix’s programs, subject to Archemix’s confidentiality obligations to Third Parties. Archemix will not be required to disclose specific Targets in any R&D Report. The R&D Reports will be the Confidential Information of Archemix.       Section 4.3 Safety Reporting and Notification. Subject to confidentiality obligations to Third Parties, each Party will notify the other Party as soon as practicable (and, if possible, provide as much advance notice as possible) of any event or other information of which such Party becomes aware that is materially related to the safety of the Licensed Products (such as serious adverse events). Notwithstanding the foregoing, regardless of whether Isis provides such safety-related information to Archemix, in no event will Isis have any liability under this Agreement with respect to any Licensed Product.       Section 4.4 Conditions to Sublicenses .           4.4.1 Prior to the first Conversion Event, Archemix may enter into Sublicenses of the rights under Section 2.1.1(z).           4.4.2 Following the first Conversion Event, Archemix may enter into Sublicenses of the rights under Section 2.1.1(z) with respect to (i) any Target that remains exclusive, without limitation, and (ii) any Target that is non-exclusive, solely in connection with development and commercialization of a Licensed Product to such Target.           4.4.3 For purposes of clarification, the Sublicenses described in Section 4.4.1 and Section 4.4.2 may be entered into with (i) any licensee or sublicensee of Archemix under any Patents of Archemix or a Third Party that Archemix is entitled to sublicense, including any Third Party licensee of Archemix’s SELEX or other technology, or (ii) an Affiliate of Archemix. Further, for the avoidance of doubt, Archemix will have the right to offer, but shall not be obliged to grant, a Sublicense to any entity that is a development or commercialization partner or licensee of Archemix as of the Effective Date (each, a " Legacy Licensee ") that desires to take a license to any of the Isis Chemistry Patents and/or the Isis Know-How. Any Sublicense granted to a Legacy Licensee will be consistent with, and expressly made subject to, this Agreement. [***] ARTICLE 5
FINANCIAL PROVISIONS       Section 5.1 Warrant Grant . On the Effective Date of this Agreement, Archemix will grant to Isis a seven-year warrant to acquire 600,000 shares of Archemix’s common stock at a purchase price of twenty-five cents ($0.25) per share (subject to adjustment in the event of a stock split, reverse stock split or other similar events), by executing the warrant attached hereto as Appendix 5 (the "Warrant" ). 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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      Section 5.2 Milestone Payments by Archemix . Archemix will pay to Isis each milestone payment not more than [***] days after first achievement, by Archemix, its Affiliates or an Archemix Sublicensee, of each of the events for each Licensed Product as follows:

          5.2.1 Any milestone payments paid by Archemix to Isis for a particular Licensed Product are creditable against Sublicense Revenue payable to Isis for such Licensed Product, subject to Section 5.4.1 and will be accompanied by a statement to Isis indicating to which Licensed Product and Target such milestone payment applies. For purposes of illustration, (a) if Archemix has paid a milestone payment to Isis for a Licensed Product prior to sublicensing such Licensed Product, such milestone payment will not also be payable by the Archemix Sublicensee, and such milestone payment will be creditable against the portion of Sublicense Revenue payable to Isis for such Licensed Product (subject to Section 5.4.1 ). [***] milestone will be [***] for any Target, [***] Licensed Product is [***] that binds to such Target.       Section 5.3 Sublicense Revenue Sharing .           5.3.1 Sublicenses Involving Licensed Product(s). In the event that Archemix enters into a Sublicense for any Licensed Product, Archemix will pay Isis the following percentages of all Sublicense Revenue received: (a) [***]% of all Sublicense Revenue from any Sublicense of any Licensed Product entered into [***] the [***] a [***] for such Licensed Product; (b) [***]% of all Sublicense Revenue from any Sublicense of any Licensed Product entered into [***] the [***] a [***] for such Licensed Product but [***] the [***] a [***] for such Licensed Product; and (c) [***]% of all Sublicense Revenue from any Sublicense of any Licensed Product entered into [***] the [***] a [***] for such Licensed Product.           5.3.2 Sublicenses Prior to a Licensed Product. In the event that Archemix enters into a Sublicense that does not involve any Licensed Products at the time of such Sublicense, Archemix will pay Isis [***] percent ([***]%) of all Sublicense Revenue received from such Sublicense. 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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Notwithstanding the foregoing , in cases where Archemix enters into a Sublicense with a Legacy Licensee that does not involve any Licensed Products at the time of such Sublicense, in addition to payment of the applicable percentage of Sublicense Revenue (excluding up-front consideration) under either of Sections 5.3.1 or 5.3.2 above, Archemix will pay Isis [***] percent ([***]%) of any up-front consideration received by Archemix from any such Sublicense for the extension of such license.           5.3.2 Any payment to Isis for its portion of Sublicense Revenue due under this Section 5.3 will be due within [***] days of the date such Sublicense Revenue is earned; provided, however , within [***] days after any calendar quarter in which Sublicense Revenue is earned, Archemix will send Isis a written statement of the amount of Isis’ portion of such Sublicense Revenue.       Section 5.4 Royalty Payments by Archemix .           5.4.1 In consideration of Isis’ collaborative efforts and the licenses granted hereunder, Archemix will pay Isis a royalty of [***]% of Net Sales of each Archemix-Marketed Licensed Product. For any Licensed Products sold by an Archemix Sublicensee pursuant to a Sublicense, in consideration of Isis’ collaborative efforts and the licenses granted hereunder, Archemix will pay Isis a royalty on Net Sales of such Licensed Products equal to the greater of (i) the applicable Sublicense Revenue rate set forth in Section 5.3.1 or 5.3.2 above multiplied by the [***] Archemix is [***] under such Sublicense, or (ii) [***]% of Net Sales of such Licensed Products. Notwithstanding the foregoing, in the event that of all of the Isis Patent Rights licensed hereunder the only Patent used with respect to a particular Licensed Product is an Isis Manufacturing Patent, then the Parties will negotiate in good faith a [***] Net Sales of such Licensed Product.           5.4.2 Reduction of Royalties . If the exclusive license granted to Archemix under Section 2.1.1(z) becomes non-exclusive with respect to a Licensed Product, during the period of non-exclusivity the otherwise applicable royalty rate on Net Sales for such Licensed Product payable to Isis under Section 5.4.1 will be reduced by [***]%; provided, however , that in no event will the royalty payable to Isis on Net Sales of Licensed Products be reduced to less than [***]%.           5.4.3 Royalty Term for Licensed Products . Archemix will pay Isis a royalty on Net Sales of Licensed Products, in each country in which the Licensed Products are manufactured, used or sold, from the date of first commercial sale of the Licensed Products until the expiration of the last-to-expire Valid Claim within an Isis Patent in such country that covers (a) the manufacture, use, or sale of the Licensed Product, and/or (b) a method used in the discovery, identification or characterization of the Licensed Product. For purposes of clarity, notwithstanding the immediately preceding sentence, if a Licensed Product is made in a country where, but for the licenses granted hereunder, it would infringe a Valid Claim of an Isis Patent, then Archemix will be obligated to pay a royalty on Net Sales of such Licensed Product in any country. 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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      Section 5.5 Timing of Royalty Payments . The royalties from Archemix to Isis set forth in Section 5.4 are due and payable within [***] days after each respective Royalty Due Date and will be calculated based on the Net Sales in the calendar quarter immediately preceding the applicable Royalty Due Date.       Section 5.6 Payment Method . Any amounts due to Isis under this Agreement will be paid in U.S. dollars, by wire transfer in immediately available funds to an account designated by Isis. Any payments or portions thereof due hereunder which are not paid on the date such payments are due under this Agreement will bear simple interest at a rate of [***]% per month, or the maximum rate permitted by Applicable Law, whichever is lower, calculated on the number of days such payment is delinquent.       Section 5.7 Currency; Foreign Payments . If any currency conversion will be required in connection with any payment hereunder, such conversion will be made by using the exchange rate for the purchase of U.S. dollars as published in The Wall Street Journal, Eastern Edition, on the last Business Day of the calendar quarter to which such payments relate. If at any time legal restrictions prevent the prompt remittance of any payments in any jurisdiction, Archemix may notify Isis and make such payments by depositing the amount thereof in local currency in a bank account or other depository in such country in the name of Isis or its designee, and Archemix will have no further obligations under this Agreement with respect thereto.       Section 5.8 Taxes . Archemix may deduct from any amounts it is required to pay to Isis pursuant to this Agreement an amount equal to that withheld for or due on account of any taxes (other than taxes imposed on or measured by net income) or similar governmental charge imposed by a jurisdiction based on such payments to Isis ( "Withholding Taxes" ). Archemix will provide Isis a certificate evidencing payment of any Withholding Taxes hereunder within [***] days of such payment and will reasonably assist Isis, at Isis’ expense, to obtain the benefit of any applicable tax treaty.       Section 5.9 Records Retention; Audit .           5.9.1 Record Retention. Archemix will maintain (and will contractually require that the Archemix Sublicensees maintain) complete and accurate books, records and accounts that fairly reflect Net Sales with respect to the Licensed Products, in each case in sufficient detail to confirm the accuracy of any payments required hereunder and in accordance with GAAP, which books, records and accounts will be retained by Archemix until the later of (i) [***] years after the end of the period to which such books, records and accounts pertain, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Law.           5.9.2 Audit. Isis will have the right to have an independent certified public accounting firm of nationally recognized standing, reasonably acceptable to Archemix, have access during normal business hours, and upon reasonable prior written notice, to Archemix’s records as may be reasonably necessary to verify the accuracy of Net Sales or Sublicense Revenue, as applicable, for any calendar quarter or calendar year ending not more than [***] months prior to the date of such request; provided, however , that Isis will not have the right 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.

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conduct more than one such audit in any Calendar Year except as provided below or more than one such audit covering any given time period. Isis will require such accounting firm to enter into a confidentiality agreement with Archemix in a form reasonably acceptable to Archemix prior to the conduct of any audit. The accounting firm will disclose to Isis only whether the Net Sales and/or Sublicense Revenue has been correctly reported, the specific detail concerning any discrepancies, and the corrected amount of Net Sales and/or Sublicense Revenue payments. Isis will bear the cost of such audit unless the audit reveals an underpayment to Isis of more than [***]%, in which case Archemix will bear the cost of the audit. In any agreement for a Sublicense granted by Archemix hereunder, Archemix will use Commercially Reasonable Efforts to secure a similar right on the part of Archemix to audit its Archemix Sublicensee, and, if reasonably requested in writing by Isis, will enforce such audit right and disclose its audit report to Isis’s auditors.           5.9.3 Payment of Additional Amounts. If, based on the results of such audit, additional payments are owed by Archemix under this Agreement, Archemix will make such additional payments, with interest as set forth in Section 5.6, within [***] days after the date on which such accounting firm’s written report is delivered to such Party.           5.9.4 Confidentiality. Isis will treat the financial information subject to review under this Section 5.9 in accordance with the confidentiality provisions of Article 7. ARTICLE 6
PRESS RELEASES & PUBLICATIONS       Section 6.1 Press Releases .           6.1.1 Press Releases — Generally . Each provision of this Section 6.1.1 is subject to Section 6.1.2 below. Press releases or other similar public communication by either Party relating to this Agreement, will be approved in advance by the other Party, which approval will not be unreasonably withheld or delayed, except for those communications required by Applicable Law, disclosures of information for which consent has previously been obtained, and information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each of which will not require advance approval, but will be provided to the other Party as soon as practicable after the release or communication thereof.           6.1.2 Press Releases – Licensed Product Safety . Subject to any confidentiality obligations to Third Parties, each Party will notify the other Party within the time frames required by Applicable Law of any event of which it becomes aware materially related to the safety of Licensed Products (including any Regulatory Approval) so that the Parties may analyze the need to or desirability of publicly disclosing or reporting such event; provided, that, Archemix will be required to so notify Isis only if such event is reasonably determined by Archemix to be related to the Isis Chemistries. Archemix will have the right to disclose any such safety information supplied by Isis to any of the Archemix Sublicensees that are Researching, developing or commercializing Licensed Products, and to any Third Party as required by Applicable Law. Notwithstanding Section 6.1.1 above, (a) any press release or other similar public communication by either Party related to a Licensed Product’s safety, except for those 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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communications required by Applicable Law, will be submitted to the other Party for review and approval at least [***] hours in advance (if reasonably practicable) of such proposed public disclosure, which approval will not be unreasonably withheld, conditioned or delayed and (b) Archemix will have the sole right to issue any press release or other similar public communication related to a Licensed Product’s safety unrelated to the Isis Chemistries.       Section 6.2 Publications . At least [***] days prior to a Party’s submission of any material related to any Collaboration research or development activities conducted hereunder pursuant to Section 3.2 for publication or presentation, such Party (the " Submitting Party ") will provide to the other Party (the " Commenting Party ") a draft of such material for its review and comment. Such drafts will be subject to Article 7. The Commenting Party will provide any comments to the Submitting Party within [***] days of receipt of such materials. No publication or presentation with respect to any such Collaboration research or development activities hereunder will be made unless and until any information determined by the Commenting Party to be the Commenting Party’s Confidential Information has been removed. If requested in writing by the Commenting Party, the Submitting Party will withhold material from submission for publication or presentation for a reasonable time, but no more than [***] days, to allow for the filing of a patent application. ARTICLE 7
CONFIDENTIALITY       Section 7.1 Disclosure and Use Restriction . Except pursuant to an Authorized Disclosure, the Parties agree that, for the Term and for [***] years thereafter, each Party will keep completely confidential and will not publish, submit for publication or otherwise disclose, and will not use for any purpose, except for the purposes contemplated by this Agreement, any Confidential Information received from the other Party.       Section 7.2 Terms of Agreement . Either Party may disclose (i) an unredacted copy of this Agreement on a confidential basis to its Affiliates, prospective and actual sublicensees, its legal, business and financial advisors, bankers and accountants, and its prospective lenders, investors, or acquirers, and (ii) the terms of this Agreement as required under applicable securities laws or regulations (including without limitation under rules or regulations of any securities exchange or NASDAQ). Except as set forth in the preceding sentence, neither Party will disclose the terms of this Agreement or any part thereof to any Third Party.       Section 7.3 Sublicensing. In the case of any Sublicense permitted under this Agreement, or other permitted transfers to a Third Party by Archemix of any Confidential Information received by Archemix under this Agreement, the following conditions apply: (A) Archemix will obtain an agreement from any such Archemix Sublicensee or Third Party that receives Isis’ Confidential Information from Archemix that such Archemix Sublicensee or Third Party will be bound by confidentiality and non-use provisions at least as protective of Isis’ Confidential Information as the provisions of this Agreement, and (B) in the event of a conflict between the non-use or confidentiality provisions in this Agreement and the non-use or confidentiality provisions of a Sublicense properly granted hereunder, such Sublicense provisions will prevail. 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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ARTICLE 8
INTELLECTUAL PROPERTY       Section 8.1 Ownership of Intellectual Property . In the event the Parties agree to conduct research and/or development activities under the Collaboration, such activities will be performed in accordance with a mutually agreed upon written Collaboration plan, which will include, among other relevant things, provisions regarding ownership of any intellectual property arising under the Collaboration, and the Parties’ respective rights and responsibilities regarding the filing, prosecution, and maintenance of any Patents coving such intellectual property. This Agreement will be understood to be a joint research agreement to discover Licensed Products and associated uses in accordance with 35 U.S.C. § 103(c)(3).       Section 8.2 Prosecution of Patents . Each Party will have the [***] right, [***] cost and expense and [***] discretion, to obtain, prosecute and maintain throughout the world any Patents solely owned or Controlled by such Party, including with respect to Isis, the Isis Chemistry Patents, the Isis Manufacturing Patents and the Isis Analytical Patents.       Section 8.3 Enforcement of Patents .           8.3.1 Rights and Procedures. If Isis or Archemix determines that any Patent licensed hereunder is being infringed by a Third Party’s activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it will promptly notify the other Party in writing, unless doing so would constitute a breach of a duty of confidentiality to such Third Party that arose prior to the date that Isis or Archemix, as applicable, became aware of the infringing activities. The Party controlling the Patent(s) which are allegedly being infringed will have the sole right, but not the obligation, to remove such infringement, including with respect to Isis, the Isis Chemistry Patents, the Isis Manufacturing Patents, and the Isis Analytical Patents, and Archemix, as the exclusive licensee to the license granted under Section 2.1.1(z) above, agrees to cooperate with and assist Isis in the resolution and removal of any such infringement, including, without limitation, negotiating in good-faith with such Third Party with respect to the rights granted to Archemix under Section 2.1.1(z) above. ARTICLE 9
TERM; CONSEQUENCES OF TERMINATION       Section 9.1 Term . Unless earlier terminated in accordance with the provisions of Article 10, the term of this Agreement (the "Term " ) commences upon the Effective Date and will continue until the expiration of all obligations to pay royalties on all Licensed Products.       Section 9.2 Rights in Bankruptcy . All rights and licenses granted under or pursuant to this Agreement by Isis or Archemix are, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 of the United States Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code. The Parties further agree 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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that, in the event of the commencement of a bankruptcy proceeding by or against a Party under the United States Bankruptcy Code, the Party hereto that is not a Party to such proceeding will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non-subject Party’s possession, will be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon the non-subject Party’s written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject Party.       Section 9.3 Consequences of Termination .           9.3.1 Licenses. Upon early termination of this Agreement in its entirety pursuant to Article 10, the licenses granted hereunder will terminate.           9.3.2 Return of Information and Materials. Upon early termination of this Agreement in its entirety pursuant to Article 10, each Party will return all data, files, records and other materials in its possession or control relating to the other Party’s Patents or otherwise containing or comprising the other Party’s Confidential Information (except one copy of which may be retained for archival purposes).           9.3.3 Transfer of Sublicenses . Any sublicenses granted by Archemix in accordance with Section 2.1.1 and/or 2.2.1 prior to the date of the corresponding notice of termination under Section 10 issued by Isis will survive if the relevant Sublicensee agrees in writing to be bound by the terms of this Agreement as such terms apply to such Sublicensee (in which event, such Sublicensee will be deemed a direct licensee of Isis); provided, further, that any such Sublicensee will only be responsible for any payments that become due as a result solely of such Sublicensee’s activities after the effective date of any such termination.       Section 9.4 Accrued Liabilities; Surviving Obligations .           9.4.1 Accrued Rights & Liabilities. Termination or expiration of this Agreement for any reason will be without prejudice to any liabilities, rights, or financial compensation that will have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration will not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.           9.4.2 Survival. Articles and Sections 1, 6, 7, 8.1, 8.2, 9, 10, 12 and 14 of this Agreement will survive expiration or termination of this Agreement for any reason. Section 5.1 (Warrant Grant) will survive any permitted termination of this Agreement by Isis. ARTICLE 10
MATERIAL BREACH OF THIS AGREEMENT       Section 10.1 Material Breach . If a Party materially breaches this Agreement and such breach is not cured within [***] days after the receipt of a notice of such breach from the 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.

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Party (or, if such breach cannot be cured within such [***]-day period, if the defaulting Party does not commence actions to cure within such period and diligently continues such actions), the Party not in default may, without limiting any of its other rights under this Agreement, invoke Section 14.4 below; provided, however, that in the event of a good faith dispute with respect to the existence of a default, the [***]-day cure period will be stayed until the dispute is resolved under Section 14.4. Notwithstanding anything to the contrary in this Agreement, in the event Archemix breaches its obligations under Article 5, and such breach is not cured within [***] days after Archemix’s receipt of notice of such breach, Isis may terminate this Agreement by providing written notice to Archemix; provided, however , that in the event of a good faith dispute with respect to the existence of a default, the [***]-day cure period will be stayed until the dispute is resolved under Section 14.4. If either Party materially breaches this Agreement, the other Party shall be entitled to suspend the obligations of the Parties under Sections 3.1, 3.2 and 3.3 and any Collaboration plans then in effect pursuant to Section 12.5. Such suspension shall be without prejudice to any rights or remedies of a Party under such Collaboration plan(s) accruing prior to the date of the suspension. ARTICLE 11
[RESERVED] ARTICLE 12
INDEMNIFICATION AND INSURANCE       Section 12.1 Indemnification of Isis . Archemix will indemnify Isis, its Affiliates, and each of their respective directors, officers, employees and agents ( "Isis Parties" ) and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising from or occurring as a result of any and all liability suits, investigations, claims or demands by a Third Party (collectively, "Losses" ) arising from or occurring as a result of or in connection with (a) any use by Archemix, its Affiliates, agents or Archemix Sublicensees of any information, technology (including Know-How) of Isis, or Isis Patent Rights, or (b) whether or not negligence is found or alleged, the manufacture, use, handling, storage, sale or other disposition of a Licensed Product or other compound by Archemix, its Affiliates, agents or Archemix Sublicensees. Notwithstanding the foregoing, Archemix will have no obligations under this Section 12.1 to the extent a Loss is covered by an Isis indemnification obligation under Section 12.2 below.       Section 12.2 Indemnification of Archemix. Isis will indemnify Archemix, its Affiliates, and each of their respective directors, officers, employees and agents ( "Archemix Parties" ) and defend and hold each of them harmless, from and against any and all Losses arising from or occurring as a result of or in connection with any use by Isis, its Affiliates, agents or sublicensees of any information or technology (including Know-How) of Archemix. Notwithstanding the foregoing, Isis will have no obligations under this Section 12.2 to the extent a Loss is covered by an Archemix indemnification obligation under Section 12.1 above. 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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      Section 12.3 Conditions to Indemnity . Each of Isis’ and Archemix’s agreement to indemnify, defend and hold the Archemix Parties or the Isis Parties respectively (each, an " Indemnitee ") harmless is conditioned in each case upon the Indemnitee (i) providing written notice to the indemnifying Party (the " Indemnitor ") of any claim, demand or action arising out of the indemnified activities within [***] days after the Indemnitee has knowledge of such claim, demand or action, (ii) permitting the Indemnitor to assume full responsibility for and control over the investigation, preparation and defense of any such claim or demand, (iii) assisting the Indemnitor, at the Indemnitor’s reasonable expense, in the investigation, preparation and defense of any such claim or demand; and (iv) not compromising or settling such claim or demand without the Indemnitor’s prior written consent; provided that, if the Indemnitee entitled to indemnification fails to promptly notify the Indemnitor pursuant to the foregoing clause (i), the Indemnitor will only be relieved of its indemnification obligation to the extent prejudiced by such failure.       Section 12.4 Insurance . Archemix will have and maintain such types and amounts of liability insurance as is normal and customary in the industry generally for parties similarly situated, including product liability insurance and clinical trials insurance for Licensed Products (each of which will name Isis as an additional insured), and will upon request provide Isis with a certificate of insurance. Archemix will promptly notify Isis of any material change in insurance coverage or lapse in coverage in that regard.       Section 12.5 Collaboration Activities. In the event the Parties agree to conduct research and/or development activities under the Collaboration, such activities will be performed in accordance with a mutually agreed upon written Collaboration plan, which will include, to the extent deemed appropriate by the Parties, additional indemnification obligations relevant to such Collaboration activities. ARTICLE 13
REPRESENTATIONS AND WARRANTIES       Section 13.1 Representations, Warranties, and Covenants . Each Party hereby represents, warrants, and covenants to the other Party as of the Effective Date as follows:           13.1.1 Corporate Authority. Such Party (a) has the power and authority and the legal right to enter into this Agreement (including the Warrant) and perform its obligations hereunder, and (b) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement (including the Warrant) and the performance of its obligations hereunder. This Agreement (including the Warrant) has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity.           13.1.2 Consents, Approvals, etc. All necessary consents, approvals and authorizations of all Regulatory Authorities and other parties required to be obtained by 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.

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Party in connection with the execution and delivery of this Agreement (including the Warrant), and the performance of its obligations hereunder have been obtained.           13.1.3 Conflicts. The execution and delivery of this Agreement (including the Warrant) and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of Applicable Law or any provision of the articles of incorporation, bylaws or any similar instrument of such Party, as applicable, in any material way, and (b) do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation or court or administrative order by which such Party is bound.       Section 13.2 Isis Representations, Warranties, and Covenants . Isis hereby represents, warrants, and covenants to Archemix as of the Effective Date as follows:           13.2.1 IP Ownership . To the best of Isis’ knowledge, Isis has sufficient legal and/or beneficial title and ownership of the Isis Pat