Common use of Payment of R&D Funding Clause in Contracts

Payment of R&D Funding. In consideration of the performance by ARCHEMIX of its activities under the Annual Research Plan(s) as described in Section 3.2, during the Research Program Term MERCK will pay ARCHEMIX the applicable Quarterly FTE Payment on or prior to the first day of each Calendar Quarter; provided, that, an invoice corresponding with such Calendar Quarter has been received by MERCK. Notwithstanding the above, in view of the activities to be performed by ARCHEMIX during the initial Calendar Quarter, MERCK will pay ARCHEMIX [***] Dollars (US $[***]) on the Effective Date; provided, that, an invoice corresponding with the initial Calendar Quarter has been received by MERCK. ARCHEMIX shall provide a report to the JPT within [***] days of the end of each Calendar Quarter during the Research Program Term that specifies the actual number of FTEs expended during the period covered therein. Within [***] days of the end of each Calendar Year during the Research Program Term, ARCHEMIX shall provide MERCK with an annual reconciliation statement (“Annual Reconciliation Statement”) that specifies the actual number of FTEs expended during the previous [***] Calendar Quarters in the aggregate. MERCK shall 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. reimburse ARCHEMIX in full for any FTEs expended by ARCHEMIX in excess of the cumulative FTE Costs owed by MERCK for such Calendar Year (the “MERCK Contribution”) as indicated by any Annual Reconciliation Statement if such excess was approved by the JSC. To the extent that any Annual Reconciliation Statement indicates that ARCHEMIX expended FTEs in excess of the MERCK Contribution and such excess was not approved by the JSC then, (a) MERCK shall reimburse ARCHEMIX for all amounts in excess of the MERCK Contribution, not to exceed [***] percent ([***]%) of the MERCK Contribution and (b) all FTE Costs in excess of [***] percent ([***]%) of the MERCK Contribution shall be borne by ARCHEMIX.

Payment of R&D Funding. In consideration of the performance by ARCHEMIX of its activities the ARCHEMIX Research Activities and/or the ARCHEMIX Additional Activities, if any, TAKEDA will pay ARCHEMIX the greater of (i) the Minimum Funding Commitment set forth in Section 3.2.3 and (ii) the actual FTEs expended by ARCHEMIX provided such FTEs were authorized by TAKEDA under the Annual Research Plan(s) Plan or as described otherwise authorized in Section 3.2, during writing by TAKEDA. During the Research Program Term MERCK will pay ARCHEMIX Term, TAKEDA shall make the applicable Quarterly FTE Payment upon the initiation of research on the first Program Target pursuant to Section 3.3.1 and on or prior to the first day of each Calendar subsequent Fiscal Quarter; provided, that, an invoice corresponding with such Calendar Quarter has been received by MERCK. Notwithstanding the above, in view of the activities to be performed by ARCHEMIX during the initial Calendar Quarter, MERCK will pay ARCHEMIX [***] Dollars (US $[***]) on the Effective Date; provided, that, an invoice corresponding with the initial Calendar Quarter has been received by MERCK. ARCHEMIX shall provide a report to the JPT within [***] days of the end of each Calendar Quarter during the Research Program Term that specifies the actual number of FTEs expended during the period covered therein. Within [***] days of the end of each Calendar Year during the Research Program TermFiscal Quarter, (i) ARCHEMIX shall provide MERCK a report to the JPT that specifies the actual number of FTEs expended during the period covered therein in the conduct of (A) ARCHEMIX Research Activities and (B) ARCHEMIX Additional Activities, if any, and (ii) ARCHEMIX shall provide TAKEDA with an annual a reconciliation statement (“Annual Quarterly Reconciliation Statement”) that specifies the actual number of FTEs expended during the previous [***] Calendar Quarters such Fiscal Quarter in the aggregate. MERCK shall Portions conduct of this Exhibit were omitted (A) ARCHEMIX Research Activities 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. reimburse (B) ARCHEMIX in full for any FTEs expended by ARCHEMIX in excess of the cumulative FTE Costs owed by MERCK for such Calendar Year (the “MERCK Contribution”) as indicated by any Annual Reconciliation Statement Additional Activities, if such excess was approved by the JSCany. To the extent that any Annual Quarterly Reconciliation Statement indicates that ARCHEMIX expended FTEs on ARCHEMIX Research Activities and ARCHEMIX Additional Activities in excess of the MERCK Contribution and such excess was not approved number of FTEs required by the JSC thenMinimum Funding Commitment that were authorized by TAKEDA under the Annual Research Plan or otherwise authorized in writing by TAKEDA, (a) MERCK shall reimburse ARCHEMIX for all amounts in excess of the MERCK Contribution, not to exceed then within [***] percent (days of receipt of such Quarterly Reconciliation Statement, TAKEDA will compensate ARCHEMIX for such additional FTEs at the FTE Rate. To the extent that any Quarterly Reconciliation Statement indicates that ARCHEMIX expended FTEs on ARCHEMIX Research Activities and ARCHEMIX Additional Activities in excess of what was authorized by TAKEDA under the Annual Research Plan or otherwise authorized in writing by TAKEDA, TAKEDA shall pay ARCHEMIX for the excess FTEs, not to exceed the [***]%) of the MERCK Contribution and (b) all FTE Costs in excess ] of [***] percent (of an FTE [***] by the [***] in any given [***]%) of the MERCK Contribution shall be borne by ARCHEMIX.