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.
retains the right under the ACI Patents, the ACI Know-How, and ACI’s interests in the Joint Patents and the Joint Know-How,
[*****]. Except as expressly provided herein, ACI grants no other right or license, including any rights or licenses to the ACI
Patents, the ACI Know-How, ACI’s interests in the Joint Patents and Joint Know-How, the ACI Corporate Names or any other
Patent or intellectual property rights not otherwise expressly granted herein.
as expressly provided herein, Lilly grants no other right or license, including any rights or licenses to the Lilly Patents (including
the Lilly Grantback Patent Rights), the Lilly Know-How (including the Lilly Grantback Know-How), Lilly’s interests in the
Joint Patents and Joint Know-How, the Assigned Regulatory Approvals, Assigned Regulatory Documentation or any other Patent or
intellectual property rights not otherwise expressly granted herein.
of Know-How and Regulatory Documentation.
soon as reasonably practicable after each of [*****], ACI shall, and shall cause its Affiliates to, without additional compensation,
disclose and make available to Lilly, in such form as Lilly may reasonably request (including by providing copies thereof) Regulatory
Documentation, ACI Know-How, Joint Know-How and any other Information claimed or covered by any ACI Patent or Joint Patent or
otherwise relating, directly or indirectly, to the Licensed Compound, any Licensed Product, or the Exploitation thereof (collectively,
the “Transferred Materials”) that is in existence as of the applicable Tech Transfer Date, in the possession
of ACI or its Affiliates.
requested by Lilly in writing, ACI, at its cost and expense, will provide Lilly with reasonable assistance, in a timely manner,
in understanding and using any Transferred Materials. Without limitation of the foregoing, ACI shall make available to Lilly,
including at Lilly’s facilities, those of ACI’s representatives as Lilly may reasonably request for purposes of effecting
the disclosure and transfer of the Transferred Materials or for purposes of acquiring expertise on the practical application of
the Information associated therewith.