The cost for commercial supply of ACTR T-cells for Commercialization of Products in the Licensed Territory will equal ​ of Unum’s Actual Unit Costs ​, unless otherwise agreed in writing by the Parties. SGI will pay to Unum ​ of all such Actual Unit Costs ​ relating to ACTR T-cells to support Commercialization of Products in the Licensed Territory.

The terms under which Unum will supply commercial supplies of ACTR T-cells to SGI for use as part of the Products in the Territory will be set forth in a supply agreement to be entered into between the Parties no later than ​ days before the expected filing of the first Regulatory Approval of the first Development Candidate or associated Product in the Territory (the “ACTR T-cell Commercial Supply Agreement”). Such ACTR T-cell Commercial Supply Agreement will contain customary terms and conditions, including quality and indemnity, and otherwise be consistent with this Agreement.