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.
limitation of the foregoing, ACI shall promptly disclose to Lilly any Improvements with respect to Licensed Compounds and Licensed
Products made or otherwise Controlled by ACI or its Affiliates during the Term and provide Lilly with all relevant Information
and materials with respect to such Improvements. Lilly shall have the right, at any time, to reject any such Improvement on written
notice to ACI, in which event, such Improvement shall be automatically excluded from the rights and licenses granted to Lilly
under this Agreement.
Patent License; License Registration. From and after the Effective Date, ACI shall if
requested to do so by Lilly, at Lilly’s cost and expense, (i) immediately enter into confirmatory license agreements in
such form as may be reasonably requested in writing by Lilly for purposes of recording or registering the licenses granted under
this Agreement with such patent offices or other patent registries in the Territory as Lilly considers appropriate and (ii) grant
to Lilly all necessary or useful authorizations and shall execute and sign all necessary or useful documents for the perfection
of such recordings and registrations upon Lilly’s first request. Lilly is entitled to request the registration and to register
the license granted under this Agreement at its own expense in the Patent registers of any and all jurisdictions in the Territory;
provided that, notwithstanding anything herein to the contrary, no such confirmatory license agreements shall be publicly
filed, disclosed, registered or recorded without the prior written consent of ACI, such consent not to be unreasonably withheld,
conditioned or delayed. Until the execution of any such confirmatory licenses, so far as may be legally possible, ACI and Lilly
shall have the same rights in respect of the ACI Patents and be under the same obligations to each other in all respects as if
the said confirmatory licenses had been executed.
Change of Control of ACI.
any country in the Territory, [*****].
foregoing restrictions in Section 2.7.1 shall not apply to [*****].