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.
that portion of aggregate Net Sales of all Licensed Products in the Territory during any Calendar Year greater than [*****], a
royalty rate of [*****].
to each Licensed Product in each country in the Territory, from and after the expiration of the Royalty Term for such Licensed
Product in such country, Net Sales of such Licensed Product in such country shall be excluded for purposes of calculating the
Net Sales thresholds and ceilings set forth in this Section 7.3.1.
Term. Following the expiration of the Royalty Term for any Licensed Product in any country,
Lilly shall have no obligation to pay any royalty with respect to Net Sales of such Licensed Product in such country.
Notwithstanding the foregoing, in the event that:
any country in the Territory during the Royalty Term for any Licensed Product, a Generic Product is launched in such country, Lilly
shall, for such Licensed Product in such country, thereafter pay to ACI a royalty rate reduced by [*****] with respect to Net
Sales of such Licensed Product in such country (as compared to the rates set forth in Section 7.3.1); provided that
any country in the Territory during the Royalty Term for any Licensed Product, Lilly enters into an agreement with a Third Party
pursuant to which Lilly obtains a license or other right to any Patent Controlled by such Third Party that [*****], Lilly shall
be entitled to deduct from any royalties payable hereunder with respect to such Licensed Product in such country [*****] of all
milestone payments and royalties paid to such Third Party in respect of such agreement[*****]; and
to Section 7.3.2, from and after the date on which any Licensed Product is Exploited in any country and is not covered by
Valid Claim(s) of ACI Patent(s) and Joint Patent(s), the royalty rate for such Licensed Product set forth in Section 7.3.1 with
respect to such country, shall be reduced by [*****].
set forth in this Section 7.3.3 shall be applied to the royalty rate payable to ACI under Section 7.3.1 in the order
in which the event triggering such reduction occurs.
Sales Levels. ACI acknowledges and agrees that the sales levels set forth in Section
7.2 and Section 7.3 shall not be construed as representing an estimate or projection of anticipated sales of the Licensed
Products or implying any level of diligence or Commercially Reasonable Efforts, in the Territory and that the sales levels set
forth in those Sections are merely intended to define Lilly’s royalty and other payment obligations, as applicable, in the
event such sales levels are achieved.