A3 Antigen Selection Fee. No later than ​ Business Days after date of the selection of the ​ Antigen, SGI will pay to Unum a license fee of ​ (the “A3 Antigen Selection Fee”), which fee will be non-refundable, non-creditable and not subject to set-off.

“A3 Antigen Selection Fee” has the meaning set forth in [Section 11.3].

SGI is hereby granted the option to nominate a third Antigen as set forth in this [Section 2.2(b)] during the period commencing on the first anniversary of the Effective Date and ending upon the second anniversary of the Effective Date (or such other period of time as the Parties may mutually agree in writing) (the “A3 Antigen Selection Period”). In the event that SGI elects to nominate a third Antigen during the ​ Antigen Selection Period, SGI will provide written notice to Unum with a brief written description of the Antigen(s) proposed for inclusion in the Research Program as the ​ Antigen (the “A3 Antigen Notice”). Promptly following the ​ Antigen Notice, the Parties’ Alliance ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED

“A3 Antigen” means the Antigen designated by the Parties pursuant to [Section 2.2(b)].

review, discuss and approve the selection of the ​ Antigen and any Replacement Antigen;

Managers will convene a meeting of the JSC (in person or via videoconference) at which meeting the SGI committee members or their designees will present information relating to the Antigen(s) proposed for inclusion in the Research Program as the ​ Antigen. The information presented will include the information set forth on [Exhibit A]. Within ​ of the ​ Antigen Notice (or such longer period as the JSC may agree), the JSC will determine whether or not an Antigen proposed by SGI (and, if multiple Antigens are proposed, which Antigen) will be included in the Research Program as the ​ Antigen. If the JSC decides that the Antigen(s) proposed will not be included in the Research Program as the ​ Antigen, SGI may issue further ​ Antigen Notices during the remainder of the ​ Antigen Selection Period. If the JSC decides that an Antigen proposed will be included in the Research Program as the ​ Antigen, then, subject to SGI’s payment of the ​ Selection Fee as set forth in [Section 11.3], # such Antigen will be deemed to be the “A3 Antigen” for purposes of this Agreement, and # the Parties will have all rights and obligations hereunder in connection with the ​ Antigen (including the exclusivity in accordance with [Section 10.8]) as of the date of SGI’s payment of the ​ Selection Fee. In no event will Unum be required to accept as the ​ Antigen any proposed Antigen that # is the subject of an active internal research, development or commercialization program by or on behalf of Unum or any of its Affiliates, wherein “active” for this [clause (i)] means that any biological materials directly related to the particular proposed Antigen has been ordered or otherwise contracted for or their production has been initiated, in each case with an intended therapeutic use, # is the subject of an active, executed written agreement with a Third Party (other than a Third Party subcontractor), # is the subject of active ongoing negotiations with a Third Party (other than a Third Party subcontractor), # in Unum’s reasonable discretion, there is a potential safety risk given the proposed ​ Antigen expression when used with ACTR T-cells, # it is not reasonably expected that that there will be sufficient cGMP materials for a Qualifying Phase 1 Clinical Trial of a SGI Antibody that specifically targets the proposed ​ Antigen within ​ of such nomination, # is subject to Third Party financial obligations that are more onerous than those of the ​ Antigen or ​ Antigen, # presents material freedom-to-operate concerns, # in Unum’s reasonable discretion, there is a potential technical feasibility issue, or # raises an ACTR Matter. If Unum rejects a proposed ​ Antigen for one of the reasons set forth in [clauses (iv), (vii), (viii) or (ix)])])])], then Unum will provide an explanation for such rejection and, upon SGI’s reasonable written request, will meet with SGI to discuss same.

Selection of Research Candidates. For each Collaboration Antigen, the JSC will select up to five (5) SGI Antibodies for inclusion in Research Candidates that specifically target such Collaboration Antigen for Research pursuant to the Research Program in accordance with the terms and conditions of this Agreement. For each Collaboration Antigen, the date upon which the JSC selects the applicable Research Candidates will be the “Research Candidate Selection Date.”

On a Collaboration Antigen-by-Collaboration Antigen basis, within ​ days after the first Research Candidate Selection Date for such Collaboration Antigen, the Parties will finalize a Research Plan for the Research Candidates in the Territory, which Research Plan will be approved by the JSC. An initial draft of the Research Plan for the ​ Antigen is

the selection of a Development Candidate for Development in accordance with [Section 2.5] will be made only by ​, and, for clarity, ​ on the foregoing matter, then the Research Program for the relevant Collaboration Antigen will be terminated in accordance with [Section 2.5] (and for clarity without escalation to the Executive Officers or arbitration under [Article 17]);

AF V ENERGY I AIV A3, L.P.