Exception for Affiliate Acquisition. Fulcrum will not be in breach of the restrictions set forth in [Sections 5.5.1] (Exclusivity Obligation) if Fulcrum acquires a Third Party (whether such acquisition occurs by way of a purchase of assets, merger,

“Affiliate Acquisition” has the meaning set forth in [Section 5.5.4] (Exception for Affiliate Acquisition).

Exception. Notwithstanding anything to the contrary contained in this Agreement and for the avoidance of doubt, the limitations set forth in [Section 9.1(c)] shall not apply to indemnification under [Section 9.1(a)(ii)-(iv)])] or under [Section 9.1(b)]. Notwithstanding the foregoing, no Seller shall be liable for any indemnification obligations in excess of the actual cash proceeds received by such Seller.

Exception. Restricted Stock Units, Options and Stock Appreciation Rights may be granted to any Service Provider without regard to the minimum vesting requirements set forth in Section 5(c)(i) if the Shares subject to such Awards would not result in more than 5% of the maximum aggregate number of Shares reserved for issuance pursuant to all outstanding Restricted Stock Units, Options and Stock Appreciation Rights granted under the Plan (the “5% Limit”). Any Restricted Stock Units, Options or Stock Appreciation Rights that have their vesting discretionarily accelerated (except if accelerated pursuant to an Acceleration Event) are subject to the 5% Limit. For purposes of clarification, the Administrator may accelerate the vesting of any Award pursuant to an Acceleration Event without such vesting acceleration counting toward the 5% Limit. The 5% Limit applies in the aggregate to Restricted Stock Units, Options or Stock Appreciation Rights that do not satisfy the minimum vesting requirements set forth in Section 5(c)(i) and to the discretionary vesting acceleration of Restricted Stock Units, Options or Stock Appreciation Rights as specified in this Section 5(c)(ii).

Exception. The payment limitation called for by Section 9(d)(ii) shall not apply if Executive’ s “Uncapped Benefit” exceeds Executive’ s “Capped Benefit” by more than 25%. The Consultant selected pursuant to Section 9(d)(iv) will calculate Executive’s Uncapped Benefit and Executive’ s Capped Benefit. For this purpose, the “Uncapped Benefit” is equal to the Total Payments to which Executive is entitled prior to the application of Section 9(d)(ii). Executive’s “Capped Benefit” is the amount to which Executive will be entitled after application of the limitations of Section 9(d)(ii).

Exception. The limitation described above will not apply if the Participant’s “Uncapped Benefit” minus the [Section 4999] excise taxes exceeds the Participant’s Capped Benefit. For this purpose, a Participant’s “Uncapped Benefit” is equal to the total payments to which the Participant will be entitled pursuant to this Plan, or otherwise, without regard to the limitation described in [Section 7.6(a)].

Exception for Affiliate Acquisition. Fulcrum will not be in breach of the restrictions set forth in [Sections 5.5.1 and 5.5.2]2] if Fulcrum acquires a Third Party (whether such acquisition occurs by way of a purchase of assets, merger, consolidation, change of control or otherwise) (an “Affiliate Acquisition”) that is, independently on its own behalf, on the behalf of any Third Party or with any Third Party (including via a license, assignment, transfer or other grant of rights to such Third Party), researching, developing, manufacturing, commercializing, using, or otherwise exploiting any Competing Product, immediately prior to the consummation of such Affiliate Acquisition, as applicable, and continues such exploitation of any Competing Product following the consummation of such Affiliate Acquisition, as applicable; provided that # Fulcrum promptly notifies Acceleron of such Affiliate Acquisition and all Competing Products, # within ​ after the effective date of such Affiliate Acquisition, Fulcrum will either # request that any Competing Product be included in this Agreement as a Collaboration Molecule or Product, as applicable, on terms to be negotiated by the Parties; provided that if the Parties are unable to agree on the terms on which to include any Competing Product in this Agreement within ​ after the effective date of such Affiliate Acquisition, Fulcrum and its Affiliates will take the action specified in either the [following clause (ii) or (iii)])], (ii) notify Acceleron that the Acquired Party will fully divest its rights in and to such Competing Product, in which case, Fulcrum and the Acquired Party will fully divest their rights in and to any Competing Product within ​ after the effective date of such Affiliate Acquisition, or # notify Acceleron that Fulcrum and the Acquired Party are ceasing all research, development, manufacture and commercialization activities with respect to any Competing Product, in which case, within ​, after Acceleron’s receipt of such notice, Fulcrum and its Affiliates will cease all such activities, # no Fulcrum Technology or Fulcrum Confidential Information is used by or on behalf of such Acquired Party in connection with any subsequent performance of any such activities with respect to any such Competing Products following the consummation of such Affiliate Acquisition, and # Fulcrum institutes commercially reasonable technical and administrative safeguards to ensure the requirements set forth in the [foregoing clause (c)] are met, including by creating “firewalls” between the personnel working on such Competing Products and the personnel teams charged with working on any Collaboration Molecule or Product (or component thereof) or having access to data from activities performed under this Agreement or Confidential Information of the Parties.

Exception. This Agreement does not # prohibit or restrict you from communicating, providing relevant information to or otherwise cooperating with the EEOC or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Agreement or its underlying facts, # preclude the Employee from benefiting from class-wide injunctive relief awarded in any fair employment practices case brought by any governmental agency, provided such relief does not result in Employee’s receipt of any monetary benefit or substantial equivalent thereof or # responding to any inquiry or investigation by any governmental agency or subdivision.

Exception. The payment limitation called for by Section 9(d)(ii) shall not apply if Executive’ s “Uncapped Benefit” exceeds Executive’ s “Capped Benefit” by more than 25%. The Consultant selected pursuant to Section 9(d)(iv) will calculate Executive’s Uncapped Benefit and Executive’ s Capped Benefit. For this purpose, the “Uncapped Benefit” is equal to the Total Payments to which Executive is entitled prior to the application of Section 9(d)(ii). Executive’s “Capped Benefit” is the amount to which Executive will be entitled after application of the limitations of Section 9(d)(ii).

“Affiliate Acquisition” has the meaning set forth in [Section 5.5.3] (Exception for Affiliate Acquisition).