Payment of ​’s Contribution. In the event that ​ is expected to pay ​’s Contribution, then within fifteen (15) days after ​’s receipt of a monthly invoice from ​ for the portion of ​’s Contribution due that month in accordance with this subsection, ​ shall pay to ​ such portion of ​’s Contribution. The Final TI Cost Budget shall be adjusted from time to time based on Changes approved by ​ and ​ as provided for in [Section 2.7(c)] above Subject to the restriction that disbursements of the ​ Improvement Allowance must be permissible under [Section 4.1(a)], ​’s monthly invoice to ​ for the ​’s Contribution shall be for an amount equal to the product of # the ​ Improvement Costs incurred that month and # a fraction, the numerator of which is ​’s Contribution and the denominator of which is the Final TI Cost Budget; provided, however, that in no event shall ​ shall be required to fund an amount in excess of the ​’s Contribution specified in [Section 4.1(b)] above.

Architect’s TI Contract.................................................................................................... [Exhibit B]

TI Deposit Agreement..................................................................................................... [Exhibit B]

Within ​ days after the end of each calendar quarter prior to the calendar quarter in which the First Commercial Sale of each Product occurs in the Shared Territory, Unum and SGI will submit to a finance officer designated by Unum and a finance officer designated by SGI (the “Finance Officers”) a report setting forth the Research Costs, Development Costs and Joint Commercialization Costs it incurred in such calendar quarter with respect to each Research Candidate, Development Candidate and Product. Each such report will specify in reasonable detail all such costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed ​ or with respect to which documentation is otherwise reasonably requested will be promptly provided. Within ​ Business Days after receipt of such reports, the Finance Officers will confer and agree in writing on whether a reconciliation payment is due from Unum to SGI or SGI to Unum, and if so, the amount of such reconciliation payment, so that Unum and SGI share Research Costs, Development Costs and Joint Commercialization Costs in accordance with this Agreement. Unum or SGI, as applicable, if required to pay such reconciliation payment, will submit such payment to SGI or Unum, respectively, as applicable, within ​ days of receipt of the other Party’s invoice for such amount; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within ​ Business Days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Research Costs, Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Research Costs, Development Costs and Joint Commercialization Costs.

Collection Costs. ​ hereby agrees to pay ​ for all collection costs ​ incurs to collect from ​ any amount past due.

Increased Costs. (a) If any Change in Law shall:

Attorney Costs. Unless waived by the Administrative Agents, the Parent Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agents).

In the event that any Applicable Law, any Change in Law, or compliance by any ​ (for purposes of this [Section 3.8], the term "​" shall include ​ or any ​ and any corporation or bank controlling ​ or any ​) and the office or branch where ​ or any ​ (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

Research Costs. During the Research Term, SGI will reimburse Unum for ​ of all Research Costs for all Research Candidates actually incurred for the Territory pursuant to the Research Plan, in accordance with [Section 11.5]. For clarity, ​.

During the Early Clinical Development Term, SGI will reimburse Unum for ​ of all Development Costs for all Development Candidates actually incurred for the Territory pursuant to the Early Clinical Development Plan, in accordance with [Section 11.5], subject to the following sentence. Notwithstanding the amounts allocated to Development activities in the Shared Territory in the applicable Early Clinical Development Plan budget, for any calendar year, Unum will only be permitted to recover Development Costs with respect to Development activities that have been ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED