CRO Costs. The payments required under Section 6.1(b) are inclusive of any amounts incurred by Avail to engage any CRO in connection with the Strategic Services; provided, however, that in the event that the FDA notifies Avail that additional studies are required with respect to any Product (“Supplemental Studies, Avail shall notify Customer in writing of the scope of required work and corresponding cost and payment terms to Customer to complete such work, and upon receiving Customer’s pre-approval in writing, Avail will initiate the Supplemental Study with the understanding that Customer shall reimburse Avail for the agreed amounts (or such lesser amount as Avail may determine in its sole discretion) in connection with such Supplemental Studies (collectively, “Supplemental Costs”). Upon Avail’s completion of Supplemental Studies or at agreed progress points, Avail shall provide to Customer a statement describing the Supplemental Cost due in connection with the Supplemental Studies and an invoice, and Customer shall reimburse Avail for such invoice amount within seven (7) days after Customer receives such statement.

The Borrower shall pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservations of, any rights under this Agreement.

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

Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, 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 Borrower and the Administrative Agent).

In the event that any Applicable Law, any Change in Law, or compliance by any [[Organization C:Organization]] (for purposes of this [Section 3.8], the term "[[Organization C:Organization]]" shall include [[Organization B:Organization]] or any [[Organization C:Organization]] and any corporation or bank controlling [[Organization B:Organization]] or any [[Organization C:Organization]]) and the office or branch where [[Organization B:Organization]] or any [[Organization C:Organization]] (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

The Parties will share the Joint Commercialization Costs fifty percent/fifty percent, provided that if any information or data generated by any Voluntary Phase 4 Clinical Trial approved by the JSC and included in the Joint Commercialization Plan is used in the Licensed Territory, Unum will be responsible for ​ and SGI will be responsible for ​ of all Joint Commercialization Costs associated with such Voluntary Phase 4 Clinical Trial and, for clarity, as between the Parties, SGI may freely use such information or data in the Licensed Territory. Notwithstanding the amounts allocated to Commercialization activities in the Shared Territory in the applicable Joint Commercialization Budget, for any calendar year, each Party will only be permitted to recover Joint Commercialization Costs with respect to Commercialization activities that have been allocated to such Party under the Joint Commercialization Plan and

Increased Costs. If any Change in Law after the Effective Date shall # change the basis of taxation of payment to Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for # Indemnified Taxes, # taxes described in [Section 4.04(a), and (z)] Connection Income Taxes) or # change official reserve or similar requirements (except any reserve requirements reflected in calculating the Index) that has the effect of increasing the amount of capital or liquidity required or expected to be maintained by Lender or any corporation controlling Lender based on the existence of the Commitments or Loans hereunder or its obligations hereunder, then, in any such event, Lender shall promptly give notice (by telephone promptly confirmed in writing) to Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts. Thereafter, Borrower agrees to pay to Lender, upon Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as Lender in its reasonable discretion shall determine) as shall be required to compensate Lender for such increased costs or reductions in the rate of return to Lender. In determining such additional amounts, Lender will act reasonably and in good faith and will use calculation methods which are reasonable, provided that such Lender’s determination of compensation owing under this Section 1.07 shall, absent manifest error, be final and conclusive and binding on all the parties hereto.

Arbitration Costs. The arbitrator shall determine the proportions in which the parties shall pay the costs of the arbitration procedure. The arbitrator shall have the authority to order that all or a part of the legal or other costs of a party incurred in relation to the arbitration shall be paid by the other party.