Exhibit 10.42 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 42 nd 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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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(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 ...
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