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.
of Quality” means, with respect to each of ACI’s Corporate Names, the reasonable standards prescribed from time
to time by ACI or any of its Affiliates, as set forth through reasonable advance written notice by ACI to Lilly, including, without
limitation, standards relative to the quality, size, position, marking and appearance of such Corporate Name, and the manner,
disposition and use of such Corporate Name and accompanying designations, on any document or other media.
means (i) with respect to the license granted to Lilly under Section 2.1,
(ii) with respect to the license granted to ACI under Section 2.2, or (iii) with respect to the licenses granted to either
Party under Section 12.4.1, in each case ((i) through (iii)), any Person in its capacity as a sublicensee of such license
and any further sublicensee of such license (regardless of the number of tiers, layers or levels of sublicenses of such rights).
Aggregation Inhibitor” means [*****].
means the entire world.
Category” means all [*****].
Party” means any Person other than ACI, Lilly and their respective Affiliates.
“Trademark” means any word, name, symbol, color, shape, designation
or any combination thereof, including any trademark, service mark, trade name, brand name, sub-brand name, trade dress, product
configuration, program name, delivery form name, certification mark, collective mark, logo, tagline, slogan, design or business
symbol, that functions as an identifier of source or origin, whether or not registered and all statutory and common law rights
therein and all registrations and applications therefor, together with all goodwill associated with, or symbolized by, any of
Indication” means an Eligible Indication for which ACI exercises the Unilateral Clinical Development Option.
States” or “U.S.” means the United States of America and its territories and possessions (including
the District of Columbia and Puerto Rico).
Claim” means (i) a claim of any issued and unexpired Patent whose validity, enforceability or patentability has not
been affected by (a) irretrievable lapse, abandonment, revocation, dedication to the public or disclaimer or (b) a holding,
finding or decision of invalidity, unenforceability or non-patentability by a court, national or regional patent office, or other
Governmental Authority that has competent jurisdiction, such holding, finding or decision being final and unappealable or unappealed
within the time allowed for appeal or (ii) a claim of a pending Patent application that was filed and is being prosecuted in good
faith and has not been abandoned or finally disallowed without the possibility of appeal or re-filing of the application[*****].