Early Clinical Development. Subject to the terms and conditions of this Agreement, on a Development Candidate-by-Development Candidate basis, effective as of the date on which the Collaboration Antigen of such Development Candidate becomes a “Collaboration Antigen” under this Agreement, during the Early Clinical Development Term, SGI hereby grants to Unum an exclusive, sublicensable (solely as permitted in accordance with [Section 10.4]), royalty-free, fully-paid, worldwide license, under the SGI Background Technology and SGI Program IP, to clinically Develop such Development Candidate (and Manufacture same but only for such purpose and only as provided in this Agreement), all in accordance with the Early Clinical Development Plan, save that SGI will retain such rights as are necessary to perform any activities that the Parties may agree that SGI will perform under this Agreement.

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

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

Early Clinical Development.Research Candidates. Subject to the terms and conditions of this Agreement, on a Development Candidate-Collaboration Antigen-by-Development CandidateCollaboration Antigen basis, effective as of the date on which thesuch Collaboration Antigen of such Development Candidate becomes a “Collaboration Antigen” under this Agreement, during the Early Clinical DevelopmentResearch Term, SGI hereby grants to Unum an exclusive, sublicensable (solely as permitted in accordance with Section 10.4), royalty-free, fully-paid, worldwide license, under the SGI Background Technology and SGI Program IP, to Research and pre-clinically Develop such Development CandidateResearch Candidates (and Manufacture same but only for such purpose and only as provided in this Agreement), all in accordance with the Early Clinical Development Plan, save that SGI will retain such rights as are necessary to perform any activities that the Parties may mutually agree that SGI will perform under this Agreement.

Research Candidates. Subject to the terms and conditions of this Agreement, on a Development Candidate-Collaboration Antigen-by-Development CandidateCollaboration Antigen basis, effective as of the date on which thesuch Collaboration Antigen of such Development Candidate becomes a “Collaboration Antigen” under this Agreement, during the Early Clinical Development Term, SGIUnum hereby grants to Unum an SGI a non-exclusive, sublicensable (solely as permitted in accordance with [Section 10.4]), royalty-free, fully-paid, worldwide license, under the SGIUnum Background Technology and SGIUnum Program IP, to clinically Develop such Development Candidate (and Manufacture same but onlysolely for suchthe purpose and only as provided in this Agreement), all in accordance with the Early Clinical Development Plan, save thatof allowing SGI will retain such rights as are necessary to perform any Research activities that the Parties may mutually agree that SGI will perform under this Agreement.

Early Clinical Development. SubjectWith respect to each Collaboration Antigen, Unum (itself or through its Affiliates or by permitted subcontracting pursuant to Section 6.9) agrees to use Commercially Reasonable Efforts to Develop the terms and conditions of this Agreement, on a Development Candidate-by-applicable Development Candidate basis, effective as ofin the date on whichShared Territory, and to carry out the Collaboration Antigen of such Development Candidate becomes a “Collaboration Antigen”tasks specified under this Agreement, during the Early Clinical Development Term, SGI hereby grants to Unum an exclusive, sublicensable (solely as permitted in accordance with Section 10.4), royalty-free, fully-paid, worldwide license, under the SGI Background Technology and SGI Program IP, to clinically Develop such Development Candidate (and Manufacture same but only for such purpose and only as provided in this Agreement), all in accordance with the Early Clinical Development Plan, save thatin a timely and effective manner, and agrees to conduct its activities under the Early Clinical Development Plan in a good scientific manner and in compliance in all material respects with Applicable Law. SGI will retaincooperate with and provide reasonable support to Unum (especially in connection with the SGI Antibodies included in such rights as are necessaryDevelopment Candidate) in connection with Unum’s performance of its responsibilities under the Early Clinical Development Plan. The Parties acknowledge and agree, however, that no outcome or success is or can be assured and that failure to performachieve desired results will not in and of itself constitute a breach or default of any activities thatobligation in this Agreement (notwithstanding the Parties may agree that SGI will perform under this Agreement. focus of the Early Clinical Development Plan described above).

Products. Subject to the terms and conditions of this Agreement, on a Development Candidate-Product-by-Development CandidateProduct basis, effective as of the date on which the Collaboration Antigen of such Development CandidateProduct becomes a “Collaboration Antigen” under this Agreement, during the Early Clinical Development Term, SGI hereby grants to Unum an exclusive,a co-exclusive (with SGI), 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 clinically Develop such Development CandidateCommercialize the Product in the Shared Territory (and Manufacture same but only for such purpose and only as provided in this Agreement), all in accordance; provided that such licenses will automatically terminate, and be of no further force or effect, with the Early Clinicalrespect to any Development Plan, save that SGI will retain such rights as are necessary to perform any activities that the Parties may agree that SGI will perform under this Agreement.Candidate and associated Product for which Unum has exercised its Opt-Out Right.