Products. Subject to the terms and conditions of this Agreement, on a Product-by-Product basis, effective as of the date on which the Collaboration Antigen of such Product becomes a “Collaboration Antigen” under this Agreement, SGI hereby grants to Unum a co-exclusive (with SGI), sublicensable (solely as permitted in accordance with Section 10.4), license, under the SGI Background Technology and SGI Program IP, to Commercialize the Product in the Shared Territory (and Manufacture same but only for such purpose and only as provided in this Agreement); provided that such licenses will automatically terminate, and be of no further force or effect, with respect to any Development Candidate and associated Product for which Unum has exercised its Opt-Out Right.

Products. Subject to the terms and conditions of this Agreement, on a Product-by-Product basis, effective as of the date on which the Collaboration Antigen of such Product becomes a “Collaboration Antigen” under this Agreement, SGIUnum hereby grants to UnumSGI a # co-exclusive (with SGI)Unum), sublicensable (solely as permitted in accordance with Section[Section 10.4)4]), license, under the SGIUnum Background Technology and SGIUnum Program IP, to Commercialize the Product in the Shared Territory (and Manufacture same but only for such purposeTerritory, and only# exclusive, sublicensable (solely as providedpermitted in this Agreement);accordance with [Section 10.4]), license, under the Unum Background Technology and Unum Program IP, to Commercialize the Product in the Licensed Territory; provided that suchthe licenses will automatically terminate,terminate and be of no further force or effect, with respect toand effective for any Development Candidate and associated Product for which Unuma Party has exercised its Opt-Out Right.

Products.Research Candidates. Subject to the terms and conditions of this Agreement, on a Product-Collaboration Antigen-by-ProductCollaboration Antigen basis, effective as of the date on which thesuch Collaboration Antigen of such Product becomes a “Collaboration Antigen” under this Agreement, SGIUnum hereby grants to UnumSGI a co-exclusive (with SGI), sublicensable (solely as permitted in accordance with Section 10.4),non-exclusive, royalty-free, fully-paid, worldwide license, under the SGIUnum Background Technology and SGIUnum Program IP, solely for the purpose of allowing SGI to Commercializeperform any Research activities that the Product in the Shared Territory (and Manufacture same but only for such purpose and only as provided inParties may mutually agree that SGI will perform under this Agreement); provided that such licenses will automatically terminate, and be of no further force or effect, with respect to any Development Candidate and associated Product for which Unum has exercised its Opt-Out Right.Agreement.

Products.Development Candidates. Subject to the terms and conditions of this Agreement, on a Product-Development Candidate-by-ProductDevelopment Candidate basis, effective as of the date on which the Collaboration Antigen of such ProductDevelopment Candidate becomes a “Collaboration Antigen” under this Agreement, SGIUnum hereby grants to UnumSGI a co-exclusive (with SGI)Unum), sublicensable (solely as permitted in accordance with Section 10.4), worldwide license, under the SGIUnum Background Technology and SGIUnum Program IP, to Commercializeclinically Develop Development Candidates, all in accordance with the Product in the Shared Territory (and Manufacture same but only for such purpose and only as provided in this Agreement);Late Clinical Development Plan provided that such licenseslicense will automatically terminate, and be of no further force or effect, with respect to any Development Candidate and associated Product for which UnumSGI has exercised its Opt-Out Right.

Research Candidates. Subject to the terms and conditions of this Agreement, on a Product-Collaboration Antigen-by-ProductCollaboration Antigen basis, effective as of the date on which thesuch Collaboration Antigen of such Product becomes a “Collaboration Antigen” under this Agreement, during the Research Term, SGI hereby grants to Unum a co-exclusive (with SGI),an exclusive, sublicensable (solely as permitted in accordance with [SectionSection 10.4])4), royalty-free, fully-paid, worldwide license, under the SGI Background Technology and SGI Program IP, to Commercialize the Product in the Shared TerritoryResearch and pre-clinically Develop Research Candidates (and Manufacture same but only for such purpose and only as provided in this Agreement); provided, save that SGI will retain such licensesrights as are necessary to perform any activities that the Parties may mutually agree that SGI will automatically terminate, and be of no further force or effect, with respect to any Development Candidate and associated Product for which Unum has exercised its Opt-Out Right.perform under this Agreement.

Early Clinical Development. Subject to the terms and conditions of this Agreement, on a Product-Development Candidate-by-ProductDevelopment Candidate basis, effective as of the date on which the Collaboration Antigen of such ProductDevelopment Candidate becomes a “Collaboration Antigen” under this Agreement, during the Early Clinical Development Term, SGI hereby grants to Unum a co-exclusive (with SGI),an exclusive, sublicensable (solely as permitted in accordance with [SectionSection 10.4])4), royalty-free, fully-paid, worldwide license, under the SGI Background Technology and SGI Program IP, to Commercialize the Product in the Shared Territoryclinically Develop such Development Candidate (and Manufacture same but only for such purpose and only as provided in this Agreement); provided, all in accordance with the Early Clinical Development Plan, save that SGI will retain such licensesrights as are necessary to perform any activities that the Parties may agree that SGI will automatically terminate, and be of no further force or effect, with respect to any Development Candidate and associated Product for which Unum has exercised its Opt-Out Right.perform under this Agreement.

Late Clinical Development. Subject to the terms and conditions of this Agreement, on a Product-Development Candidate-by-ProductDevelopment Candidate basis, effective as of the date on which the Collaboration Antigen of such ProductDevelopment Candidate becomes a “Collaboration Antigen” under this Agreement, during the Late Clinical Development Term, SGI hereby grants to Unum a co-exclusive (with SGI), sublicensable (solely as permitted in accordance with [SectionSection 10.4])4), worldwide license, under the SGI Background Technology and SGI Program IP, to Commercialize the Product in the Shared Territoryclinically Develop such Development Candidate (and Manufacture same but only for such purpose and only as provided in this Agreement);, all in accordance with the Late Clinical Development Plan; provided that such licenseslicense will automatically terminate, and be of no further force or effect, with respect to any Development Candidate and associated Product for which Unum has exercised its Opt-Out Right.