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.
of Licensed Products.
to Section 3.1.2(ii) and the last sentence of this Section 6.1.1, Lilly shall have the sole right and responsibility,
at its own cost and expense, for the Manufacture and supply of pre-clinical, clinical, and commercial quantities of the Licensed
Compounds, Licensed Products and placebo for use by ACI and Lilly in Development and Commercialization. ACI shall supply to Lilly
such commercially reasonable quantities of non-cGMP grade Licensed Compounds (other than Lilly Compounds) to the extent necessary
to conduct the pre-clinical Development of the Licensed Compounds and Licensed Product(s) in accordance with the Development Plan
(it being understood that (i) ACI is not required to supply Lilly any precursors or intermediates of Licensed Compounds and (ii)
such supply obligation shall terminate upon the completion of the ACI Pre-Clinical and Phase 1 Activities). Without limiting the
foregoing sentence, (a) upon completion by ACI of all of its activities that constitute ACI Pre-Clinical and Phase 1 Activities
with respect to the Licensed Compounds, ACI shall deliver to Lilly, upon Lilly’s request, all of the non-cGMP grade Licensed
Compounds (other than Lilly Compounds) then in ACI’s possession, and (b) upon completion by ACI of all of its activities
that constitute ACI Pre-Clinical and Phase 1 Activities with respect to any Backups, ACI shall deliver to Lilly, upon Lilly’s
request, all of the non-GMP grade Backups then in ACI’s possession; provided, that, with respect to each of the foregoing
clauses (a) and (b), (x) ACI shall not be required to manufacture new Licensed Compounds or Backups, as applicable, to satisfy
the foregoing obligation and (y) ACI’s obligations shall be at Lilly’s direct out-of-pocket cost and ACI shall not
be required to pay for any indirect costs incurred by Lilly.