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 for Change of Control. Fulcrum will not be in breach of the restrictions set forth in [Sections 5.5.1] (Exclusivity Obligation) if Fulcrum undergoes a Change of Control with an Acquiring Party 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 Change of Control and continues such exploitation of any Competing Product following the consummation of such Change of Control, as applicable; provided that # Fulcrum promptly notifies [[MyoKardia:Organization]] of such Change of Control and all Competing Products, # no Fulcrum Technology or Fulcrum Confidential Information is used by or on behalf of such Acquiring Party in connection with any subsequent performance of any such activities with respect to any such Competing Products following the consummation of such Change of Control, and # such Acquiring Party institutes commercially reasonable technical and administrative safeguards to ensure the requirements set forth in the [foregoing clause (b)] are met, including by creating “firewalls” between the personnel working on such Competing Products and the personnel teams charged with working on any Molecule or Product (or component thereof) or having access to data from activities performed under this Agreement or Confidential Information of the Parties; provided that personnel of such Acquiring Party that are responsible for financial functions and alliance management may, solely for such purposes, have access to information concerning Molecules and Products solely as necessary to perform such functions.

Termination for Change of Control. In the event of a Change of Control of Evoke, Evoke or Eversana shall have the right to terminate the Agreement upon thirty (30) days’ written notice. In the event that Evoke is the Party initiating termination, Evoke shall pay Eversana a one-time payment in an amount determined by the date that such written notice is provided relative to the anniversary date of the Commercial Launch. More particularly, if such date is in:

Termination for Change of Control. Either Party may terminate this Agreement in the event of a Change of Control of RA or [[PTC:Organization]] upon written notice to the other Party delivered prior to the consummation of the Change of Control, with such termination effective upon the later of # ​ following delivery of such written notice and # ​.

Exception to Acceleration Upon Change in Control. Notwithstanding the foregoing, if in the event of a Change in Control the successor company assumes or substitutes for the Option, the vesting of the Option shall not be accelerated as described in Section 9(b). For the purposes of this paragraph, the Option shall be considered assumed or substituted for if following the Change in Control the Option or substituted option confers the right to purchase, for each Share subject to the Option immediately prior to the Change in Control, on substantially the same vesting and other terms and conditions as were applicable to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of the Option will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

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.

Termination for Change of Control. In the event of a Change of Control of either Party, the other Party may terminate this Agreement upon [* * *] prior written notice to the Party that underwent a Change of Control (or its successor).

Exception for Change of Control. Fulcrum will not be in breach of the restrictions set forth in [Sections 5.5.1 and 5.5.2]2] if Fulcrum undergoes a Change of Control with an Acquiring Party 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 Change of Control and continues such exploitation of any Competing Product following the consummation of such Change of Control, as applicable; provided that # Fulcrum promptly notifies Acceleron of such Change of Control and all Competing Products, # no Fulcrum Technology or Fulcrum Confidential Information is used by or on behalf of such Acquiring Party in connection with any subsequent performance of any such activities with respect to any such Competing Products following the consummation of such Change of Control, and # such Acquiring Party institutes commercially reasonable technical and administrative safeguards to ensure the requirements set forth in the [foregoing clause (b)] 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; provided that personnel of such Acquiring Party that are responsible for financial functions and alliance management may, solely for such purposes, have access to information concerning Collaboration Molecules and Products solely as necessary to perform such functions.

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. Section 6.04 of this Part [[Identifier]] shall not apply for any Plan Year if the terms of the Plan (as in effect for the period beginning on September 1, 2005, and ending with such Plan Year) provide for no benefit accruals with respect to any Participant during such period.