CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
Laboratory Practices” or “cGLP” means the then-current standards
for laboratory activities for pharmaceuticals, as set forth in the FDA’s Good Laboratory Practice regulations as defined
in 21 C.F.R. Part 58 or the Good Laboratory Practice principles of the Organization for Economic Co-Operation and Development,
and such standards of good laboratory practice as are required by the European Union and other organizations and governmental
agencies in countries in which any Licensed Product is intended to be sold, to the extent such standards are not less stringent
than United States Good Laboratory Practice.
Manufacturing Practices” or “cGMP” means all applicable current Good Manufacturing Practices including,
as applicable, (a) the principles detailed in the U.S. Current Good Manufacturing Practices, 21 C.F.R. Parts 4, 210, 211 (b) European
Directive 2003/94/EC and Eudralex 4, (c) the principles detailed in the ICH Q7 guidelines, and (d) the equivalent Applicable Law
in any relevant country, each as may be amended and applicable from time to time.
Authority” means any United States federal, state, or local, or any foreign, government, or political subdivision thereof,
or any multinational organization or authority, or any authority, agency, or commission entitled to exercise any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or power, any court or tribunal (or any department,
bureau, or division thereof), or any governmental arbitrator or arbitral body.
means compliance with all relevant Regulatory Authority requirements or guidance for Good Clinical Practices, Good Laboratory
Practices and Good Manufacturing Practices.
Act” means the U.S. “Drug Price Competition and Patent Term Restoration Act” of 1984, as set forth at 21
U.S.C. §355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV).
Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated
thereunder, or foreign equivalent thereof under Applicable Law.
“HSR Clearance” means, with respect to this Agreement, the expiration
or termination of all applicable waiting periods and requests for information (and any extensions thereof) under the HSR Act.
“HSR Filing” means (i) filings by Lilly and ACI with the United States
Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice
(the “DOJ”) of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined
in the HSR Act) with respect to the matters set forth in this Agreement, together with all required documentary attachments thereto,
or (ii) equivalent filings, if any, with applicable Governmental Authorities where such filings are required.