0001280600-17-000008 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 1st, 2017 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)

This agreement (the “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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ACCELERON PHARMA INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 1st, 2017 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences an award (this “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • March 1st, 2017 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)

This agreement (this “Agreement”) evidences a stock option granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SECOND AMENDMENT TO THE LICENSE AGREEMENT
The License Agreement • March 1st, 2017 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)

This Second Amendment (“Second Amendment”), effective as of November 7, 2016, between Acceleron Pharma Inc., having its principal place of business at 128 Sidney Street, Cambridge, MA 02139 (“Licensee”) and Beth Israel Deaconess Medical Center, having its principal place of business at 330 Brookline Avenue, Boston, MA 02215 (the “BIDMC”) amends the License Agreement between BIDMC and Licensee, dated June 21, 2012 as amended on October 6, 2015 (the “Agreement”). Together BIDMC and Licensee are the “Parties” and each is a “Party”.

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