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.
ACI shall, and shall cause its Affiliates and its and their Sublicensees to, assist and cooperate with Lilly, as Lilly may reasonably
request from time to time and at Lilly’s sole cost and expense, in connection with its activities set forth in this Section
8.7, including where necessary, joining in, or 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.
of Use. Any and all use of ACI’s Corporate Names by Lilly under this Agreement
shall be in accordance with Applicable Law and the applicable Standards of Quality. All goodwill generated by Lilly’s (and
its Sublicensees’) use of ACI’s Corporate Names shall inure to the benefit of ACI.
Lilly shall not, and Lilly shall cause its Affiliates not to, register (or attempt to
register) any of ACI’s Corporate Names, or any Trademark confusingly similar to any of ACI’s Corporate Names, in any
jurisdiction as a Trademark, domain name, business or company name or otherwise, and Lilly shall not, and Lilly shall cause its
Affiliates not to, challenge the validity or enforceability of any of ACI’s Corporate Names.
CONFIDENTIALITY AND NON-DISCLOSURE
Obligations. At all times during the Term and for a period of [*****] following termination
or expiration of this Agreement, each Party shall and shall cause its officers, directors, employees and agents to, keep confidential
and not publish or otherwise disclose to any Third Party and not use, directly or indirectly, for any purpose, any Confidential
Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure
or use is expressly permitted by the terms of this Agreement. “Confidential Information” means any technical,
business or other information provided by or on behalf of one Party to the other Party in connection with this Agreement, whether
prior to, on or after the Effective Date, including the terms of this Agreement, information relating to any Licensed Compound
or any Licensed Product (including the Regulatory Documentation), any Development or Commercialization of a Licensed Compound
or any Licensed Product, any Information with respect thereto developed by or on behalf of the disclosing Party or its Affiliates
or, in the case of Lilly, its Affiliates or Sublicensees (including Lilly Know-How and ACI Know-How, as applicable) or the scientific,
regulatory or business affairs or other activities of either Party.