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.
The milestones, royalties and other amounts payable by Lilly to ACI pursuant to this
Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding
taxes required by Applicable Law. Except as provided in this Section 7.8, ACI shall be solely responsible for paying any
and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied
on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from
the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if ACI is entitled
under any applicable tax treaty to a reduction of rate of, or the elimination of, applicable withholding tax, it may deliver to
Lilly or the appropriate Governmental Authority (with the assistance of Lilly to the extent that this is reasonably required and
is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly
of its obligation to withhold such tax and Lilly shall apply the reduced rate of withholding or dispense with withholding as the
case may be; provided that Lilly has received evidence, in a form satisfactory to Lilly, of ACI’s delivery of all
applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least fifteen (15) days prior to
the time Payments are due. If in accordance with the foregoing, Lilly withholds any amounts of tax, it shall pay to ACI the balance
when due, make timely payment to the proper tax authority of the withheld amount and send to ACI proof of such payment within
forty-five (45) days following such payments. Furthermore, if Lilly were to make a payment from any jurisdiction other than the
United States, then the Parties shall negotiate in good faith the procedure and ultimate allocation of any deduction or withholding
resulting from such change. In the event that Lilly is notified by the appropriate Governmental Authority that deduction or withholding
will be different than set forth in the prescribed forms submitted to Lilly by ACI, Lilly shall provide written notice to ACI
of such deduction or withholding at least thirty (30) days prior to any Payment from which Lilly contemplates to make any such
deduction or withholding.
Added Tax. Notwithstanding anything contained in Section 7.8.1, this Section 7.8.2
shall apply with respect to value added tax (“VAT”). All Payments are exclusive of VAT. If any VAT is chargeable
in respect of any Payments, Lilly shall pay VAT at the applicable rate in respect of any such Payments following the receipt of
a VAT invoice in the appropriate form issued by ACI in respect of those Payments, such VAT to be payable on the due date of the
payment of the Payments to which such VAT relates.