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.
Dispute. In the event of a dispute with respect to any audit conducted pursuant to Section 7.11,
ACI and Lilly shall work in good faith to resolve the dispute. If the Parties are unable to reach a mutually acceptable resolution
of any such dispute within thirty (30) days, the dispute shall be submitted to arbitration in accordance with Section 13.5.
The receiving Party shall treat all information subject to review under this Article 7
in accordance with the confidentiality provisions of Article 9 and the Parties shall cause the Auditor to enter into a reasonably
acceptable confidentiality agreement with the audited Party obligating such firm to retain all such financial information in confidence
pursuant to such confidentiality agreement.
to Offset. Each Party shall have the right to offset any amount owed by the other Party
to such first Party under or in connection with the Convertible Note Agreement or this Agreement, including pursuant to Article
11 or in connection with any breach, against any payments owed by such first Party to such other Party under this Agreement. Such
offsets shall be in addition to any other rights or remedies available under this Agreement and Applicable Law.
of Intellectual Property.
of Background Technology. Except as expressly stated otherwise herein, as between the
Parties, each Party shall solely and exclusively own and retain all right, title and interest in and to its Background Technology.