Research Term. Legacy shall notify Primary immediately upon # Legacy’s receipt of any notice or correspondence from Ag Partner regarding the extension, expiration, or termination of the Research Term and # any expiration or termination of the Research Term, respectively, including in such notice # a copy of any such notice or correspondence and # the date of termination or expiration of the Research Term, respectively.

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, ​.

Research Reports. Unum will keep the JDC fully informed regarding the progress and results of Research activities for Research Candidates in the Territory during the Research Term, including an annual review of results versus goals (as such goals are set forth in the Research Plans).

Research Records. Unum will maintain complete and accurate records (in the form of electronic files where appropriate) of all work conducted by it under the Research Plans. Such records will reflect all work done and results achieved in the performance of the Research Plans in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes. SGI has the right to receive copies of such records maintained by Unum, including in electronic format if maintained in such format, at reasonable times to the extent reasonably necessary to perform obligations or exercise rights under this Agreement.

Research Candidates. SGI will pay to Unum one hundred percent (100%) of all Manufacturing Costs relating to ACTR T-cells incurred by Unum to support Research of Research Candidates in accordance with the Research Plan as Research Costs pursuant to Section 5.5.

Research Candidates. Subject to the terms and conditions of this Agreement, on a Collaboration Antigen-by-Collaboration Antigen basis, effective as of the date on which such Collaboration Antigen becomes a “Collaboration Antigen” under this Agreement, during the Research 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 Research Candidates (and Manufacture same but only for such purpose and only as provided in this Agreement), 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 Plan. Caribou and [[Party:Organization]] will negotiate in good faith and agree to a joint research plan setting forth the research and development services to be performed by Caribou hereunder (the “Services”) and associated budget within ​ of the Effective Date (the “Research Plan”). The Research Plan shall be in writing and be jointly approved by [[Party:Organization]] and Caribou. The Research Plan shall cover activities to be performed during ​ period commencing ​ following the execution of the Research Plan by both Parties ​

Research Program Term for the [Schedule 1.93] Targets. Except as otherwise provided herein, the Research Program Term for each of the [Schedule 1.93] Targets shall, on a [Schedule 1.93] Target-by-[Schedule 1.93] Target basis, commence on the date that a Work Plan in respect of said [Schedule 1.93] Target has been agreed and finalized in accordance with paragraph h) of [Section 2.5.10] and shall continue for thirty-six (36) months following said date (each, a “[Schedule 1.93] Research Program Term”) during which time it is intended that the activities under the relevant Work Plan are to be completed. The Parties may mutually agree in writing to extend a [Schedule 1.93] Research Program Term, at least […​…] prior to the expiry thereof.

Preclinical Research Licenses. On a Collaboration Program-by-Collaboration Program basis, during the applicable Preclinical Research Term, subject to the terms and conditions of this Agreement, Regeneron hereby grants and shall grant to CytomX a non-exclusive, worldwide, royalty-free license under the Regeneron IP solely as necessary for CytomX to conduct the Preclinical Research set forth in each Work Plan under this Agreement during the Program Selection Period and the Product Selection Period. On a Collaboration Program-by-Collaboration Program basis, during the applicable Preclinical Research Term, subject to the terms and conditions of this Agreement, CytomX hereby grants and shall grant Regeneron a non-exclusive, royalty-free license under the CytomX IP that is necessary or reasonably useful for Regeneron to conduct the Preclinical Research and any other Regeneron obligations set forth in each Work Plan under this Agreement during the Term. For clarity, CytomX does not grant to Regeneron any rights under the Tools but CytomX will perform any research requiring the practice of such Tools itself under this Agreement.

Research and Development Committee. A Non-Employee Director serving as Chairperson of the Research and Development Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Research and Development Committee shall receive an additional annual retainer of $5,000 for such service.