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.
Provisions Applicable to the JSC.
and Minutes. The JSC shall meet on a Calendar Quarter basis or as otherwise agreed to
by the Parties in writing. The JSC may meet in person or by telephone, video conference or similar means in which each participant
can hear what is said by and be heard by, the other participants; provided that at least two (2) meetings of the JSC per
Calendar Year shall be in person. In-person meetings of the JSC will be held at locations in the United States and Switzerland
alternately selected by Lilly and ACI (with Lilly selecting the location of the first JSC meeting). The chairperson for each JSC
meeting shall be alternately selected by Lilly and ACI from their respective representatives on the JSC (with Lilly selecting
the chairperson for the first JSC meeting). The chairperson of the JSC shall be responsible for calling meetings on no less than
thirty (30) Business Days’ notice unless exigent circumstances require shorter notice. Each Party shall make all proposals
for agenda items at least fifteen (15) Business Days in advance of the applicable meeting and shall provide all appropriate information
with respect to such proposed items at least fifteen (15) Business Days in advance of the applicable meeting; provided
that under exigent circumstances requiring input by the JSC, a Party may provide its agenda items to the other Party within a
shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting,
so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting.
The chairperson of the JSC shall prepare and circulate for review and approval of the Parties minutes of each meeting within thirty
(30) days after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next
meeting of the JSC.
Rules. The JSC shall have the right to adopt such standing rules as shall be necessary
for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JSC shall exist whenever
there is present at a meeting at least one (1) representative appointed by each Party. Representation by proxy shall be allowed.
Subject to Section 5.2.3, the JSC shall take action by consensus of the representatives present at a meeting at which a quorum
exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a
written resolution signed by at least one (1) representative appointed by each Party. Employees or consultants of a Party who
are not representatives of the Parties on the JSC may attend meetings of the JSC; provided, however, that such attendees
(i) shall not vote or otherwise participate in the decision-making process of the JSC and (ii) are bound by obligations
of confidentiality and non-disclosure at least as protective of the other Party as those set forth in Article 9.