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.
Party acknowledges and agrees that (a) Section 2.7.1 has been negotiated by the Parties, (b) the geographical and time limitations
on activities set forth in this Section 2.7.1 are reasonable, valid and necessary in light of the Parties’ circumstances
and necessary for the adequate protection of the business of the Licensed Compounds and the Licensed Products and (c) the other
Party would not have entered into this Agreement without the protection afforded it by this Section 2.7.1. If, notwithstanding
the foregoing, a court of competent jurisdiction determines that the restrictions set forth in this Section 2.7.1 are too
broad or otherwise unreasonable under Applicable Law, including with respect to duration, geographic scope or space, the court
is hereby requested and authorized by the Parties to revise this Section 2.7.1 to include the maximum restrictions allowable
under Applicable Law.
of Control of ACI. [*****].
DEVELOPMENT AND REGULATORY ACTIVITIES
General. Except as provided in Section 3.1.2 and Section 3.2, as between the
Parties, from and after the Effective Date, Lilly shall have the sole right and responsibility, at its sole cost and expense,
for all aspects of the Development of each Licensed Compound and Licensed Product. Without limiting the generality of the foregoing,
from and after the Effective Date, except as provided in Section 3.2, Lilly shall have the sole right and responsibility,
at its sole cost and expense, to (i) file all Drug Approval Applications and make all other filings with the Regulatory Authorities,
and to otherwise seek all Regulatory Approvals for Licensed Products, in the Territory, as well as to conduct all correspondence
and communications with Regulatory Authorities regarding such matters and (ii) report all Adverse Events to Regulatory Authorities
if and to the extent required by Applicable Law.
hereto as Schedule 3.1.2(i) is the initial plan for the Development of the Licensed Product (the “Development
Plan”) in the First Indication and Second Indication, which plan shall assign responsibility for Development activities
between the Parties (such activities, “Joint Development Activities”).