Exclusivity Exception. Notwithstanding anything to the contrary in this Agreement, Section 8.5.1(a) shall not be deemed to restrict or prevent Enanta from conducting any activity under that certain License and Option Agreement dated as of May 4, 2005 by and between Enanta and Chiron Corporation.

Exclusivity Exception. Notwithstanding anything to the contrary in this Agreement, [Section 8.5.2(a)] shall not be deemed to restrict or prevent Abbott from entering into non-exclusive license agreements with Third Parties with respect to the use of ​, Abbott shall # provide Enanta with written notice of such license grant and # pay Enanta a royalty equal to ​ of all royalty payments received by Abbott under such license agreement for a co-formulation of an Additional Compound in each country in the Territory in which a Product is then being Commercialized, commencing with the Calendar Year (or partial Calendar Year) in which the First Commercial Sale of such Additional Compound occurs and ending upon the date on which the Product or the Additional Product is no longer being Commercialized in such country.

No Exception. Custodian has not noted any material exceptions on a Custodial Loan Transmission and Exception Report with respect to the Mortgage Loan which would materially adversely affect the Mortgage Loan or Buyer’s interest in the Mortgage Loan.

Sangamo Exception. Kite acknowledges that Sangamo, prior to the Execution Date, entered into agreements pursuant to which it granted licenses to Third Parties with respect to ​, and that such licenses are not prohibited by this Section 2.4. Kite also acknowledges that Sangamo, prior to the Execution Date, entered into material transfer agreements with ​, and that the performance of such material transfer agreements are not prohibited by this Section 2.4.

Whistleblower Exception. Notwithstanding any provision of this Agreement to the contrary, including but not limited to this Section 6, you may report possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, and any agency Inspector General, or make other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization from the Company to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures.

JRA Exception. Notwithstanding anything to the contrary in this Agreement, each Party will have the right to invoke the America Invents Act Joint Research Agreement exception codified at 35 U.S.C. § 102(c) (the “JRA Exception”) when exercising its rights under this Agreement, but only with prior written consent of the other Party in its sole discretion. In the event that a Party intends to invoke the JRA Exception, once agreed to by the other Party if required by the preceding sentence, it will notify the other Party and the other Party will cooperate and coordinate its activities with such Party with respect to any filings or other activities in support thereof. The Parties acknowledge and agree that this Agreement is a “joint research agreement” as defined 35 U.S.C. § 100(h).

No Exception. Custodian has not noted any material exceptions on a Custodial Exception Report with respect to the Mortgage Loan which would materially adversely affect the Mortgage Loan or Buyer’s interest in the Mortgage Loan.

Exception to Assignments. Executive understands that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention that qualifies fully under the provisions of California Labor Code Section 2870 (the full text of which is in the attached [Exhibit B]). Executive will advise the Company immediately in writing of any inventions that # Executive might create (solely or jointly with others) after today, # Executive believes meet the criteria in California Labor Code Section 2870, and # are not otherwise disclosed on [Exhibit A].

Exception to Indemnification. Notwithstanding anything to the contrary in this Agreement, the Managing Member shall not be entitled to indemnification hereunder for any loss, claim, damage, liability or expense for which the Managing Member is obligated to indemnify the Company under any other agreement between the Managing Member and the Company.

Specified Employee Exception. If a Participant is a Specified Employee and the Distribution Date occurs upon the Participant’s Termination of Employment, the Distribution Date shall be delayed to the later of # the January 1 following the Year in