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.
the successful completion by the Parties of the Joint Development Activities with respect to any Diligence Product in any Indication
in accordance with the applicable Development Plan, Lilly shall use Commercially Reasonable Efforts to obtain Regulatory Approval
for such Diligence Product in such Indication in the Territory.
between the Parties, subject to Section 3.2.5(iv), Lilly shall have the sole right to prepare, obtain and maintain Drug
Approval Applications (including the setting of the overall regulatory strategy therefor), other Regulatory Approvals and other
submissions and to conduct communications with the Regulatory Authorities, for Licensed Products in the Territory (which shall
include filings of or with respect to INDs and other filings or communications with the Regulatory Authorities with respect to
Joint Development Activities). ACI shall support Lilly, as may be reasonably necessary, in obtaining Regulatory Approvals for
the Licensed Products and in the activities in support thereof, including providing any documents or other materials in the possession
or control or ACI or any of its Affiliates as may be reasonably necessary or useful for Lilly or any of its Sublicensees to obtain
Regulatory Approvals for the Licensed Products.
to the extent prohibited by Applicable Law, all Regulatory Documentation (including all Regulatory Approvals) relating to the
Licensed Products with respect to the Territory developed or granted after the Effective Date shall be owned by and shall be the
sole property and held in the name of, Lilly or its designated Affiliate, Sublicensee or designee and ACI hereby assigns to Lilly
all of its right, title, and interest in and to all such Regulatory Documentation (including such Regulatory Approvals) and all
Existing Regulatory Documentation (including any existing Regulatory Approvals) (collectively, the “Assigned Regulatory
Documentation” and “Assigned Regulatory Approvals”), [*****]. ACI shall duly execute and deliver
or cause to be duly executed and delivered, such instruments and shall do and cause to be done such acts and things, including
the filing of such assignments, agreements, documents and instruments, as may be necessary to confirm unto Lilly its rights under,
this Section 3.3.1(iii).
Reporting. At each meeting of the JSC, Lilly shall provide the JSC a reasonably detailed
update regarding material regulatory activities conducted by or on behalf of Lilly or any of its Affiliates or Sublicensees with
respect to the Licensed Products. At each meeting of the JSC, ACI shall provide the JSC a reasonably detailed update regarding
material regulatory activities conducted by or on behalf of ACI or any of its Affiliates with respect to the Licensed Product
for ACI Pre-Clinical and Phase 1 Activities and Unilateral Activities.