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 Sales; Distribution. As between the Parties, Lilly shall have the sole right to invoice
and book sales, establish all terms of sale (including pricing and discounts) and warehouse and distribute the Licensed Products
in the Territory and perform or cause to be performed all related services.
with Applicable Law. Lilly shall and shall cause its Sublicensees to, comply with all
Applicable Law with respect to the Commercialization of Licensed Products hereunder.
Solely to the extent required by Applicable Law, the promotional materials, packaging,
and Product Labeling for the Licensed Products (and any other promotional materials or packaging where such Product Labeling appears)
used by Lilly in the Territory shall contain a statement that the Licensed Products are distributed under license from ACI and
as part of such statement, Lilly shall have the right to use the Corporate Name of ACI.
Subject to Section 2.3, Lilly shall have the right to subcontract any of its
Commercialization activities to a Third Party (including by appointing one or more contract sales forces, co-promotion partners
or distributors). For the avoidance of doubt, Lilly shall remain directly responsible for all of its respective obligations under
this Agreement, notwithstanding any subcontracting arrangement hereunder.
ACI shall have the [*****] right to elect to Co-Promote the Licensed Product [*****].
Steering Committee. Within thirty (30) days after the Effective Date, the Parties shall
establish a joint executive committee (the “Joint Steering Committee” or “JSC”), which shall
consist of three (3) representatives from each of the Parties, each with the requisite experience and seniority to enable such
person to make decisions on behalf of the Parties with respect to the issues falling within the jurisdiction of the JSC. From
time to time, each Party may substitute one or more of its representatives to the JSC on written notice to the other Party. The