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.
Except for matters outside the jurisdiction and authority of the JSC (including as set
forth in Section 5.2.4), if the JSC cannot, or does not, reach consensus on an issue, then either Party shall have the right
to refer such Dispute to the Senior Officers for attempted resolution by good faith negotiations during a period of ten (10) Business
Days. Any final decision mutually agreed to by the Senior Officers shall be conclusive and binding on the Parties. If such Senior
Officers are unable to resolve any such Dispute within such ten (10)-Business Day period despite good faith negotiations, Lilly
shall have the right to finally and definitively resolve such Dispute in good faith, in a manner consistent with this Agreement;
provided, that Lilly shall not, pursuant to its final decision-making authority, unilaterally impose additional Development obligations
upon ACI beyond the completion of the ACI Pre-Clinical and Phase 1 Activities or any other obligations upon ACI that would require
ACI to incur any additional costs and expenses that are not otherwise specified herein or in the Development Plan.
on Authority. Without limitation to the foregoing, the Parties hereby agree that matters
explicitly reserved to the consent, approval or other decision-making authority of one or both Parties, as expressly provided
in this Agreement, are outside the jurisdiction and authority of the JSC, including [*****].
Managers. Each Party shall appoint a person(s) who shall oversee contact between the
Parties for all matters between meetings of the JSC and shall have such other responsibilities as the Parties may agree in writing
after the Effective Date, which person(s) may be replaced at any time by notice in writing to the other Party. The Alliance Managers
shall work together to manage and facilitate the communication between the Parties under this Agreement, including the resolution
(in accordance with the terms of this Agreement) of issues between the Parties that arise in connection with this Agreement. The
Alliance Managers shall not have final decision-making authority with respect to any matter under this Agreement.