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 ACI Patents and Joint Patents. As between the Parties, Lilly shall have the first
right, but not the obligation, to prosecute any Infringement with respect to the ACI Patents and Joint Patents, including as a
defense or counterclaim in connection with any Third Party Infringement Claim, at Lilly’s sole cost and expense, using counsel
of its own choice. In the event Lilly prosecutes any such Infringement, ACI shall have the right to join as a party to such claim,
suit or proceeding in the Territory and participate with its own counsel at its sole cost and expense; provided that Lilly
shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of
any counterclaim raised in connection therewith. If Lilly or its designee does not take commercially reasonable steps to prosecute
an Infringement (i) within ninety (90) days following the first notice provided above with respect to such Infringement or
(ii) provided such date occurs after the first such notice of such Infringement is provided, ten (10) Business Days
before the time limit, if any, set forth in appropriate laws and regulations for filing of such actions, whichever comes first,
then ACI may prosecute such alleged or threatened Infringement at its sole cost and expense, [*****].
of Lilly Patents. As between the Parties, Lilly shall have the sole right, but not the
obligation, to prosecute Infringement with respect to the Lilly Patents, including as a defense or counterclaim in connection
with any Third Party Infringement Claim, at Lilly’s sole cost and expense, using counsel of its own choice, and Lilly shall
retain control of the prosecution of such suit.
The Parties agree to cooperate fully in any Infringement action pursuant to this Section
8.3, including in the case of ACI, by making the inventors, applicable records and documents (including laboratory notebooks)
of the relevant Patents available to Lilly upon Lilly’s reasonable request. Where a Party controls such an action, the other
Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may
reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary,
being named as a necessary party to such action, providing reasonable access to relevant documents and other evidence and making
its employees available at reasonable business hours.
Except as otherwise agreed by the Parties in connection with a written cost sharing arrangement,
any recovery realized as a result of such litigation described above in this Section 8.3 (whether by way of settlement or
otherwise) shall be first allocated to [*****]. Any remainder after such reimbursement is made shall be retained by [*****].