“Agreement” means this Supply Agreement and [Exhibit A] hereto.

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.

Section # Defined Terms # Capitalized terms used in this Second Amendment shall have the same meanings given to them in the Supply Agreement and in the First Amendment to the Supply Agreement, unless otherwise specifically defined herein.

Subject to the terms and conditions of this Termination Agreement, the Supply Agreement is hereby terminated as of the Termination Date. From and after the Termination Date, the Agreement will be of no further force or effect, and the rights and obligations of each of the Parties thereunder shall terminate, except for any rights and obligations of the Parties that are expressly designated under [Sections 8 and 10]0] of the Supply Agreement to survive the termination of the Supply Agreement.

Survival. The following provisions of the License and Supply Agreement will survive termination of the License and Supply Agreement: Paragraphs 2, 40, 43.01 (other than clauses (iii) and (iv) thereof), 46.03(iv), and 47, as well as [Section XVI] and [Section XVII].

“Lender Supply Chain Financing Agreements” means all agreements between ​ or any Subsidiary and any Lender (or any Affiliate of any Lender) providing for credit support and/or payment obligations in respect of trade payables of ​ or any Subsidiary, in each case issued for the benefit of, or payable to, any bank, financial institution or other person that has acquired such trade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of ​ or any Subsidiaries, so long as # other than pursuant to this Agreement and the Security Documents, such payment obligations are unsecured, # the payment maturity date of such trade payables shall not have been extended after such trade payables have been acquired in connection with the Lender Supply Chain Financing Agreement, # such payment obligations represent amounts not in excess of those which ​ or any of ​ would otherwise have been obligated to pay to its vendor or supplier in respect of the applicable trade payables, # the aggregate amount of all obligations under Lender Supply Chain Financing Agreements that constitute “Obligations” under this Agreement and the other Loan Documents secured by the Collateral does not exceed $125,000,000 and (v) (A) ​ has delivered to [[Administrative Agent:Organization]], promptly after the entry into the relevant Lender Supply Chain Financing Agreement, written notice # setting forth the details of such Lender Supply Chain Financing Agreement, including the provider and amount of such Lender Supply Chain Financing Agreement, # confirming that the aggregate amount of all obligations under Lender Supply Chain Financing Agreements that constitute “Obligations” under this Agreement and the other Loan Documents secured by the Collateral (including for the purposes of such calculation, such Lender Supply Chain Financing Agreement) does not exceed $125,000,000 and # designating the obligations in respect of such Lender Supply Chain Financing Agreement as “Obligations” under this Agreement and the other Loan Documents secured by the Collateral pursuant to the terms of the Loan Documents and # in respect of which [[Administrative Agent:Organization]] has acknowledged in writing its receipt of such written notice (and, for the avoidance of doubt, if [[Administrative Agent:Organization]] has not provided such acknowledgement in respect of such supply chain financing agreement, then such supply chain financing agreement shall not be included as “Obligations” under this Agreement and the other Loan Documents secured by the Collateral pursuant to the terms of the Loan Documents).

“Supply Agreement” has the meaning set forth in Section 3.6.

Supplement to Joint Power Supply Agreement dated March 1, 1979.

“Supply Agreement” has the meaning set forth in Section 4.7.1.

Miscellaneous. The provisions of this Agreement supersede all provisions of the License and Supply Agreement that are inconsistent with the provisions of this Agreement. The provisions of Paragraphs 50 through 61 (other than Paragraphs 50.02 and 59) of the License and Supply Agreement shall apply to this Agreement, mutatis mutandis, and are hereby incorporated into this Agreement by reference.