License Grant to Fulcrum. Subject to the terms of this Agreement, Acceleron hereby grants, on behalf of itself and its Affiliates, to Fulcrum and its Affiliates a non-exclusive, non-sublicensable (except to permitted subcontractors, in accordance with [Section 3.4] (Subcontracting)) license under the Acceleron Technology solely to perform # the Fulcrum Research Activities during the Research Term, and # the Medicinal Chemistry Services (if any) during the period that Fulcrum is performing activities under the Medicinal Chemistry Services Plan (if any).

“Acquiring Party” means # any Third Party that acquires Fulcrum through a Change of Control of Fulcrum following the Effective Date, and # any of such Third Party’s Affiliates (other than Fulcrum or any Affiliate of Fulcrum that existed prior to such Change of Control).

“Acquiring Party” means # any Third Party that acquires Fulcrum through a Change of Control of Fulcrum following the Effective Date, and # such Third Party’s Affiliates (other than Fulcrum or any Affiliate of Fulcrum that existed prior to such Change of Control, in each case, following such Change of Control).

“Fulcrum Research Activities” means any research conducted or to be conducted by or on behalf of Fulcrum (including by an Affiliate or subcontractor of Fulcrum) under the Research Plan.

Research Funding. The Research Plan specifies, and any amendment thereto shall specify, the number of Fulcrum FTEs that Fulcrum will devote to the Fulcrum Research Activities during the Research Term. Acceleron will reimburse Fulcrum at the FTE Rate for Fulcrum FTEs performing the Fulcrum Research Activities in accordance with the Research Plan, up to a maximum of ​ percent (​) of the budgeted amounts set forth for such FTE costs in the Research Plan, and Fulcrum will bear all costs for its FTEs in excess of such limit. Acceleron will reimburse Fulcrum for all out-of-pocket expenses incurred performing the Fulcrum Research Activities in accordance with the Research Plan, up to a maximum of ​ percent (​) of the budgeted amounts set forth for such out-of-pocket expenses in the Research Plan, and Fulcrum will bear all costs for its out-of-pocket expenses in excess of such limit. Fulcrum will provide Acceleron with a preliminary, non-binding, good faith estimate of the costs of Fulcrum FTEs at the FTE Rate and out-of-pocket expenses incurred by Fulcrum in performing the Research Activities within ​ after the end of each Calendar Quarter and will provide an invoice for the actual amount of such costs of Fulcrum FTEs and out-of-pocket expenses (which invoice will contain # sufficient detail to enable Acceleron to verify the amounts payable for such Fulcrum FTEs and out-of-pocket expenses, and # a detailed explanation of any costs for Fulcrum FTEs or out-of-pocket expenses in excess of the budgeted amounts set forth in the Research Plan, including a description of why such overage occurred), within ​ after the end of each Calendar Quarter, and Acceleron will pay all undisputed amounts set forth in such invoices within ​ after Acceleron’s receipt thereof. Acceleron will be responsible for any costs it incurs in the performance of the Acceleron Research Activities.

. ​ Milestone. Upon delivery of a ​ by Fulcrum to [[MyoKardia:Organization]] pursuant to Section ​ (such achievement the “[**] Milestone”), [[MyoKardia:Organization]] will pay Fulcrum a non-refundable payment of ​ within ​ after receipt by [[MyoKardia:Organization]] of a corresponding invoice from Fulcrum (“​ Milestone Payment”); provided, however, that if ​, [[MyoKardia:Organization]] will pay Fulcrum the ​ Milestone Payment ​ within ​ after receipt by [[MyoKardia:Organization]] of a corresponding invoice from Fulcrum. For the avoidance of doubt, the ​ Milestone Payment shall be payable only once.

all Fulcrum Representatives that are in a position to contribute to the creation or development of any Fulcrum Technology have executed or will execute and deliver to Fulcrum or one of its Affiliates an agreement regarding the protection of proprietary information (including Confidential Information and Know-How) and the assignment to Fulcrum or such Affiliate of any intellectual property that arises from such Representatives’ activities for Fulcrum or any of its Affiliates.

all Fulcrum Representatives that are in a position to contribute to the creation or development of any Fulcrum Technology have executed or will execute and deliver to Fulcrum or one of its Affiliates an agreement regarding the protection of proprietary information (including Confidential Information and Know-How) and the assignment to Fulcrum or such Affiliate of any intellectual property that arises from such Representatives’ activities for Fulcrum or any of its Affiliates.

Fulcrum will promptly notify [[MyoKardia:Organization]] in writing if it receives written notice that the practice of the Fulcrum Technology or the Fulcrum Platform (to the extent the Fulcrum Platform is or was used in the Research Activities) infringes or will infringe any Patent Right or misappropriate any Know-How of any Third Party;

“Fulcrum Research Activities” means any research conducted or to be conducted by or on behalf of Fulcrum (including by an Affiliate or subcontractor of Fulcrum) under the Research Plan, including the Target Identification Research Activities.