A3 Antigen Selection Fee. No later than ​ Business Days after date of the selection of the A3 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 [[Unknown Identifier]] 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 [[Unknown Identifier]] Antigen (the “A3 Antigen Notice”). Promptly following the [[Unknown Identifier]] 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 [[Unknown Identifier]] 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 [[Unknown Identifier]] Antigen. The information presented will include the information set forth on Exhibit A. Within ​ of the [[Unknown Identifier]] 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 [[Unknown Identifier]] Antigen. If the JSC decides that the Antigen(s) proposed will not be included in the Research Program as the [[Unknown Identifier]] Antigen, SGI may issue further [[Unknown Identifier]] Antigen Notices during the remainder of the [[Unknown Identifier]] Antigen Selection Period. If the JSC decides that an Antigen proposed will be included in the Research Program as the [[Unknown Identifier]] Antigen, then, subject to SGI’s payment of the [[Unknown Identifier]] 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 [[Unknown Identifier]] Antigen (including the exclusivity in accordance with Section 10.8) as of the date of SGI’s payment of the [[Unknown Identifier]] Selection Fee. In no event will Unum be required to accept as the [[Unknown Identifier]] 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 [[Unknown Identifier]] 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 [[Unknown Identifier]] Antigen within ​ of such nomination, # is subject to Third Party financial obligations that are more onerous than those of the [[Unknown Identifier]] Antigen or [[Unknown Identifier]] 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 [[Unknown Identifier]] 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 [[Unknown Identifier]] Antigen is

“Research Term” means, on a Collaboration Antigen-by-Collaboration Antigen basis, the period commencing on the Research Candidate Selection Date and ending upon the date of completion of the Research specified in the applicable Research Plan for all applicable Research Candidates.

for each Collaboration Antigen, review, discuss and approve the selection of the Development Candidate for Development in accordance with Section 2.5;

applicable Research Plan, the JSC determines that none of the Research Candidates is appropriate for selection as a Development Candidate, then, unless the JSC agrees otherwise, the Research Program for the relevant Collaboration Antigen will be terminated. Unum will not conduct in vivo animal studies prior to the selection of a Development Candidate unless the Research Plan for the relevant Collaboration Antigen otherwise contemplates such studies or the JSC otherwise determines that such studies should be conducted. In addition, the Parties contemplate that, generally, there will be one Development Candidate per Collaboration Antigen.

During the Exchange Period for a particular Collaboration Antigen, SGI has the right to substitute another Antigen in place of such Collaboration Antigen (each a “Replacement Antigen”), subject to the nomination and acceptance process described in this [Section 2.3] (each, a “Collaboration Antigen Exchange”). SGI has the right to conduct a Collaboration Antigen Exchange # up to a total ​ across the entire Research Program if the Parties have not selected, or do not select, the [[Unknown Identifier]] Antigen (e.g., SGI may replace ​ Collaboration Antigen ​, or one Collaboration Antigen ​), or # up to a total of ​ across the entire Research Program if the Parties have selected the [[Unknown Identifier]] Antigen (e.g., SGI may replace each Collaboration Antigen ​, one Collaboration Antigen ​, or one Collaboration Antigen ​and another Collaboration Antigen ​. The permitted Collaboration Antigen Exchanges will be conducted free of charge.

Selection of Development Candidates. For each Collaboration Antigen, during the Research Term for the applicable Research Candidates and following review of the data from activities under the applicable Research Plan, the JSC will select a Research Candidate that specifically targets such Collaboration Antigen to be a Development Candidate for Development pursuant to an Early Clinical Development Program in accordance with the terms and conditions of this Agreement. For each Collaboration Antigen, the date upon which the JSC selects a Development Candidate will be the “Development Candidate Selection Date.” If, following the review of data from activities under the ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED

Selection Procedures. No procedures believed by the Borrower to be adverse to the interests of the Lenders were utilized by the Borrower in identifying and/or selecting Receivables to be funded by the related Loans. In addition, each Receivable shall have been underwritten in accordance with and satisfy the standards of the Credit Policy in effect at the time of the origination of such Receivable.

Forum Selection. Any claim or action filed in court or any other tribunal in connection with the Plan by or on behalf of a Participant or Beneficiary shall be brought or filed only in the United States District Court for the Eastern District of Missouri, or if that Court does not or would not have subject matter jurisdiction over the claim asserted, then such claim or action shall be filed only in the Circuit Court of St. Louis County, Missouri.

“Collaboration Antigens” means any or all of the [[Unknown Identifier]] Antigen, the [[Unknown Identifier]] Antigen, the [[Unknown Identifier]] Antigen, or any Replacement Antigen that is included as a Collaboration Antigen in a Collaboration Antigen Exchange in accordance with [Section 2.3], as the context requires.

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.