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Excluded Accounts
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The term “Excluded Claim” shall mean a dispute, controversy or claim between the Parties that concerns # ​, or # ​.

Notwithstanding anything to the contrary in this Article 2 or elsewhere in this Agreement, no licenses or rights are granted to Atea under any information, data, proprietary materials or other intellectual property rights whether or not patentable that are owned or controlled by ​.

Notwithstanding any other provision of this Agreement to the contrary, the Assets to be conveyed and assigned under this Agreement do not include the Excluded Assets, all of which are reserved by Seller.

Excluded Property. Notwithstanding anything to the contrary herein, the representations, warranties and covenants set forth herein in relation to the assets of the Grantors shall not apply to any Excluded Property.

Excluded Target. The JSC may not select any Excluded Target as a target or compound to undergo Primary Screen or as a Selected Target or Cardiomyopathy Target Candidate, and [[MyoKardia:Organization]] may not select an Excluded Target as a Cardiomyopathy Target. For clarity, # Fulcrum will not be required to provide any information regarding any Excluded Targets to [[MyoKardia:Organization]], conduct target validation activities on such Excluded Target or to include any information with respect to such Excluded Target in any Data Package and # [[MyoKardia:Organization]] will have no payment obligations to Fulcrum with respect to any Excluded Targets. For further clarity, # if such target qualifies as an Excluded Target solely pursuant to [Section 1.62(a)(ii)] (Excluded Target), Fulcrum may notify [[MyoKardia:Organization]] in writing of Fulcrum’s election, in its sole discretion, not to exclude such target from this Agreement, or # if such target qualifies as an Excluded Target solely pursuant to [Section 1.62(a)(i)] (Excluded Target) and the applicable license, option or other grant of rights is non-exclusive, Fulcrum shall provide written notice of the nature of such license, option or grant of rights (subject to obligations of confidentiality to any Third Party) and, upon [[MyoKardia:Organization]]’s written notice to Fulcrum, such target will no longer constitute an Excluded Target, and if [[MyoKardia:Organization]] designates such target as a Cardiomyopathy Target, the scope of the grant of rights with respect to such target to [[MyoKardia:Organization]] under this Agreement will be reduced solely to the extent necessary to comply with the applicable license, option or other grant of rights.

Excluded Information. “Confidential Information” shall not include information which is or becomes publicly available without breach of # this Agreement, # any other agreement or instrument to which the Company is a party or a beneficiary or # any duty owed to the Company by the Consultant or any third party; provided, however, that the Consultant hereby acknowledges and agrees that if the Consultant shall seek to disclose, divulge, reveal, report, publish, transfer or use any Confidential Information to any third party, the Consultant shall bear the burden of proving that any such information shall have become publicly available without any such breach. Disclosure of Confidential Information shall not be prohibited if such disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency; provided, however, that # the Consultant shall first have given prompt notice to the Company of any such possible or prospective order (or proceeding pursuant to which any such order may result) and # the Company shall have been afforded a reasonable opportunity to prevent or limit any such disclosure.

EXCLUDED STATUS. Pursuant to FAR 52.209‑6, Service Provider represents that, as of the date of the effective date of the Agreement, neither Service Provider or its subcontractor(s), nor any of Service Provider’s or its subcontractor’s respective principals, are debarred, suspended, or proposed for debarment by the U.S. Government. Service Provider must confirm this representation on the effective date of this Agreement if the effective date of this Agreement occurs after the date on which Service Provider executes this Agreement.

any Intellectual Property to the extent that the attachment of the security interest of this Agreement thereto, or any assignment thereof, would result in the forfeiture, cancellation, invalidation, unenforceability, or other loss of the Grantors’ rights in such property including, without limitation, any License pursuant to which Grantor is licensee under terms which prohibit the granting of a security interest or under which granting such an interest would give rise to a breach or default by Grantor, and any Trademark applications filed in the USPTO on the basis of such Grantor’s “intent-to-use” such Trademark, unless and until acceptable evidence of use of such Trademark has been filed with and accepted by the USPTO pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. § 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability, validity, or other rights in such Trademark application;

Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): # any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party or under applicable law; # any rights which cannot be waived as a matter of law, including without limitation claims under the California Fair Employment and Housing Act, to the extent such claims are not waivable as a matter of law with this release; # any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; and # any claims for breach of this Agreement. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims. You understand that nothing in this Agreement limits your ability to file a charge or complaint with any Government Agency. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement.

Excluded Assets. Notwithstanding any other provision of this Agreement to the contrary, the Assets to be conveyed and assigned under this Agreement do not include the Excluded Assets, all of which are reserved by Seller.

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