If Unum reasonably believes that a Voluntary Phase 4 Clinical Trial that Unum is conducting at its sole expense for the Shared Territory will also reasonably benefit the Licensed Territory, Unum may propose to SGI that a portion or all of the Joint Commercialization Costs attributable to such Voluntary Phase 4 Clinical Trial be included in the ​ allocation set forth in [Section 8.3(b), and SGI] will consider that request reasonably and in good faith. Alternatively, SGI may request by written notice to Unum that any Voluntary Phase 4 Clinical Trial that Unum is conducting at its sole expense pursuant to the preceding sentence be included in the Joint Commercialization Plan and the Joint Commercialization Costs attributable to such Voluntary Phase 4 Clinical Trial be allocated on the terms set forth in this [Section 8.3(a)(iv)], including the applicable premium. No such Joint Commercialization Costs may be allocated in whole or in part without the express written consent of SGI and for clarity will not be subject to decision within the JDC or JSC (it being understood that each of the Parties will be deemed to have consented expressly in writing that any such Joint Commercialization Costs included as part of the applicable Joint Commercialization Plan be so allocated to the extent appearing in such plan). Further, such an allocation of such Joint Commercialization Costs incurred with respect to such Voluntary Phase 4 Clinical Trial may be made retrospectively (i.e.,

If UnumSGI reasonably believes that a Voluntary Phase 4 Clinical Trial that UnumSGI is conducting at its sole expense for the SharedLicensed Territory will also reasonably benefit the LicensedShared Territory, UnumSGI may propose to SGIUnum that a portion or all of the Joint Commercialization Costscosts attributable to such Voluntary Phase 4 Clinical Trial be included in the ​ allocation set forth in [SectionSection 8.3(b), and SGI]Unum will consider that request reasonably and in good faith. Alternatively, SGIUnum may request by written notice to UnumSGI that any Voluntary Phase 4 Clinical Trial that UnumSGI is conducting at its sole expense pursuant to the preceding sentence be included in the Joint Commercialization Plan and the Joint Commercialization Costs attributable to such Voluntary Phase 4 Clinical Trial be allocated on the terms set forth in this [Section 8.3(a)(iv)iii)], including the applicable premium. No such Joint Commercialization Costscosts may be allocated in whole or in part without the express written consent of SGIUnum and for clarity will not be subject to decision within the JDC or JSC (it being understood that each of the Parties will be deemed to have consented expressly in writing that any such Joint Commercialization Costscosts included as part of the applicable Joint Commercialization Plan be so allocated to the extent appearing in such plan). Further, such an allocation of such Joint Commercialization Costscosts incurred with respect to such Voluntary Phase 4 Clinical Trial may be made retrospectively (i.e., after the relevant activity has been performed); provided that if # the allocation is made after the acceptance in the Shared Territory of an application for Regulatory Approval that includes information or data generated by such Voluntary Phase 4 Clinical Trial but before Regulatory Approval is granted, Unum will, in addition to paying the share allocated to it for Development Costs already incurred in accordance with Section 8.3(b), pay to SGI a premium equal to ​ of Unum’s share of such amount allocated for incurred costs only and # the allocation is made after Regulatory Approval is granted, Unum will, in addition to paying the share allocated to it for Development Costs already incurred in accordance with Section 8.3(b), pay to SGI a premium equal to ​ of Unum’s share of the amount allocated for incurred costs only. For purposes of the immediately preceding sentence, the date of Unum’s request for allocation will be treated as the date on which such allocation is made. Notwithstanding the forgoing, Unum will not use information or data generated by such Voluntary Phase 4 Clinical Trial in the Shared Territory prior to agreement by the parties to include the data from such Voluntary Phase 4 Clinical Trial (unless such use is at the request of a Regulatory Authority or required by Applicable Law).

If Unum reasonably believesThe Parties will share the Joint Commercialization Costs fifty percent/fifty percent, provided that aif any information or data generated by any Voluntary Phase 4 Clinical Trial that Unumapproved by the JSC and included in the Joint Commercialization Plan is conducting at its sole expense for the Shared Territory will also reasonably benefitused in the Licensed Territory, Unum may propose towill be responsible for ​ and SGI that a portion orwill be responsible for ​ of all of the Joint Commercialization Costs attributable toassociated with such Voluntary Phase 4 Clinical Trial be includedand, for clarity, as between the Parties, SGI may freely use such information or data in the ​ allocation set forthLicensed Territory. Notwithstanding the amounts allocated to Commercialization activities in [Section 8.3(b), and SGI]the Shared Territory in the applicable Joint Commercialization Budget, for any calendar year, each Party will consideronly be permitted to recover Joint Commercialization Costs with respect to Commercialization activities that request reasonably and in good faith. Alternatively, SGI may request by written noticehave been allocated to Unum that any Voluntary Phase 4 Clinical Trial that Unum is conducting at its sole expense pursuant to the preceding sentence be included insuch Party under the Joint Commercialization Plan and the Joint Commercialization Costs attributable to such Voluntary Phase 4 Clinical Trial be allocated on the terms set forth in this [Section 8.3(a)(iv)], including the applicable premium. No such Joint Commercialization Costs may be allocated in whole or in part without the express written consent of SGI and for clarity will not be subject to decision within the JDC or JSC (it being understood that each of the Parties will be deemed to have consented expressly in writing that any such Joint Commercialization Costs included as part of the applicable Joint Commercialization Plan be so allocated to the extent appearing in such plan). Further, such an allocation of such Joint Commercialization Costs incurred with respect to such Voluntary Phase 4 Clinical Trial may be made retrospectively (i.e.,