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.
From and after the Effective Date, ACI shall use Commercially Reasonable Efforts to
conduct the ACI Pre-Clinical and Phase 1 Activities (subject to Lilly’s right to assume responsibility for the ACI Pre-Clinical
and Phase 1 Activities in accordance with Section 3.1.2(iii)). From and after the Effective Date, Lilly shall use Commercially
Reasonable Efforts to Develop (i) a Licensed Product in the First Indication and Second Indication in the Field in the Territory,
(ii) such Licensed Products as are approved by the JSC for Development, and (iii) all Licensed Products for which the JSC requests
ACI to, and ACI agrees in writing to, conduct Development activities (such Licensed Products in clauses (i), (ii) and (iii), collectively,
the “Diligence Products”).
Subject to Section 2.3, (i) ACI shall have the right to subcontract its Joint Development
Activities to a Third Party and (ii) Lilly shall have the right, in its discretion, to subcontract any Development activities
to a Third Party. For the avoidance of doubt, each Party shall remain directly responsible for all of its respective obligations
under this Agreement, notwithstanding any subcontracting arrangement hereunder.
Party shall maintain, in good scientific manner, complete and accurate books and records (paper or electronic) pertaining to Development
of Licensed Products hereunder, in sufficient detail to verify compliance with its obligations under this Agreement and which
shall be appropriate for Patent and regulatory purposes, in compliance with Applicable Law and properly reflect all work done
and results achieved in the performance of its Development activities hereunder, which books and records shall record only such
activities and shall not include or be commingled with records of activities outside the scope of this Agreement. Such books and
records shall be retained by ACI or Lilly, as the case may be, for at least [*****] after the expiration or termination of this
Agreement or for such longer period as may be required by Applicable Law.
to the terms and conditions herein, not more than [*****], each Party shall have the right, either itself or through an independent
auditor reasonably acceptable to the other Party (and who has executed a confidentiality agreement reasonably acceptable to such
Party), during normal business hours and upon reasonable notice, to inspect and copy all records of the other Party maintained
pursuant to this Section 3.1.5 solely to the extent necessary to confirm such Party’s compliance with the terms and
conditions herein; provided that the inspecting Party shall maintain such records and the information disclosed therein
in confidence in accordance with Article 9. Any inspection shall be limited to the relevant records from any Calendar Year
ending not more than [*****].