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 Unilateral Activities; External Development Costs. Unless and until there is a Unilateral
Opt-In by Lilly, ACI shall bear the sole cost and expense of such Unilateral Activities, and Lilly shall have no financial obligation
to fund any efforts in respect of such Unilateral Activities. During any Calendar Quarter in which ACI conducts Unilateral Activities,
ACI shall report to Lilly, within forty-five (45) days after the end of such Calendar Quarter the costs and expenses incurred
by ACI during such Calendar Quarter in connection with such Unilateral Activities. Each such report shall [*****]. The Parties
shall seek to resolve any questions related to such accounting statements within fifteen (15) days following receipt by Lilly
of ACI’s report hereunder.
Opt-In to Unilateral Development.
the extent that ACI completes a Clinical Trial as part of the Unilateral Activities, within ninety (90) days of the Unilateral
Data Package Trigger with respect to such Clinical Trial, ACI shall provide to Lilly the Unilateral Data Package and the “Unilateral
Activity Cost Statement”, which means [*****]. The “Unilateral Data Package” shall consist of [*****].
“Unilateral Data Package Trigger” means, [*****].
receipt of the Unilateral Activity Cost Statement and Unilateral Data Package described in clause (i) above, if Lilly desires
to exercise its right to opt-in (“Unilateral Opt-In”) to the joint Development of the Unilateral Indication,
then Lilly shall notify ACI in writing within sixty (60) days of receipt of the Unilateral Data Package and shall pay to ACI an
amount equal to the Opt-In Fee. The “Opt-In Fee” means [*****].
Opt-In During Opt-In Period. If Lilly does not exercise its Unilateral Opt-In right and
Regulatory Approval for the applicable Licensed Product for the Unilateral Indication is obtained in the United States or within
the European Union, then, unless Lilly has opted to not exercise its Unilateral Opt-In pursuant to Section 3.2.5(iii),
Lilly shall be deemed to have exercised its Unilateral Opt-In right as of the date of such occurrence and Lilly shall make a payment
to ACI equal to [*****].
Following Unilateral Opt-In. Notwithstanding anything to the contrary herein, and without
limiting Lilly’s diligence obligations in Sections 3.1.3, 3.3.1 and 4.2, in the event Lilly exercises its
Unilateral Opt-In right with respect to an applicable Licensed Product for the Unilateral Indication pursuant to Section 3.2.7
or 3.2.8, Lilly shall use Commercially Reasonable Efforts to (i) Develop such Licensed Product in such Unilateral Indication,
(ii) obtain Regulatory Approval for such Licensed Product in such Unilateral Indication and (iii) Commercialize such Licensed
Product in such Unilateral Indication.