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.
and making its employees available at reasonable business hours. In connection with any activities with respect to a defense,
claim or counterclaim relating to the ACI Patents or the Joint Patents pursuant to this Section 8.5, the controlling Party
shall (a) consult with the other Party as to the strategy for such activities, (b) consider in good faith any comments from the
other Party and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents
filed, in connection with such defense, claim or counterclaim.
Party Rights. If in the reasonable opinion of Lilly, the Exploitation of a Licensed Compound
or Licensed Product by Lilly or any of its Affiliates or any of its or their Sublicensees, distributors or customers infringes
or misappropriates or is reasonably expected to infringe or misappropriate any Patent, trade secret or other intellectual property
right of a Third Party in any country in the Territory (such right, a “Third Party Right”), then, as between
the Parties, Lilly shall have the first right, but not the obligation, to negotiate and obtain a license or other rights from
such Third Party to such Third Party Right as necessary or desirable for Lilly or its Affiliates or its and their Sublicensees
to Exploit Licensed Compounds and Licensed Products in such country. In the event that Lilly negotiates and obtains any such license
from a Third Party, [*****].
Each Party shall provide to the other Party prompt written notice of any actual or threatened
infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks
in the Territory violates the rights of any Third Party, in each case, of which such Party becomes aware.
of Product Trademarks. Lilly shall have the sole right to register, prosecute and maintain
the Product Trademarks using counsel of its own choice. All costs and expenses of registering, prosecuting and maintaining the
Product Trademarks shall be borne solely by Lilly.
of Product Trademarks. Lilly shall have the sole right to take such action as Lilly deems
necessary against a Third Party based on any alleged, threatened or actual infringement, dilution, misappropriation or other violation
of or unfair trade practices or any other like offense relating to, the Product Trademarks by a Third Party in the Territory at
its sole cost and expense and using counsel of its own choice. [*****].
Party Claims. Lilly shall have the sole right to defend against and settle any alleged,
threatened or actual claim by a Third Party that the use or registration of the Product Trademarks in the Territory infringes,
dilutes, misappropriates or otherwise violates any Trademark or other right of that Third Party or constitutes unfair trade practices
or any other like offense or any other claims as may be brought by a Third Party against a Party in connection with the use of
the Product Trademarks with respect to a Licensed Product in the Territory at its sole cost and expense and using counsel of its
own choice. [*****].