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.
States Law. The determination of whether Information, Improvements and inventions are
conceived, discovered, developed or otherwise made by a Person for the purpose of allocating proprietary rights (including Patent,
copyright or other intellectual property rights) therein, shall, for purposes of this Agreement, be made in accordance with Applicable
Law in the United States irrespective of where such conception, discovery, development or making occurs. In the event that United
States law does not apply to the conception, discovery, development or making of any Information, Improvements or other inventions
hereunder, each Party shall, and does hereby, assign, and shall cause its Affiliates and its and their licensees and Sublicensees
to so assign, to the other Party, without additional compensation, such right, title and interest in and to any Information, Improvements
and other inventions as well as any intellectual property rights with respect thereto, as is necessary to fully effect, as applicable,
(i) the sole ownership provided for in Section 8.1.1, 8.1.2, and 8.1.3 and (ii) the joint ownership provided
for in Section 8.1.4.
Obligation. Each Party shall cause all Persons who perform Development activities, Manufacturing
activities or regulatory activities for such Party under this Agreement or who conceive, discover, develop or otherwise make any
Information, Improvement or inventions by or on behalf of either Party or its Affiliates or its or their Sublicensees under or
in connection with this Agreement to be under an obligation to assign (or, if such Party is unable to cause such Person to agree
to such assignment obligation despite such Party’s using commercially reasonable efforts to negotiate such assignment obligation,
provide a license under) their rights in any Information, Improvement and inventions resulting therefrom to such Party, except
where Applicable Law requires otherwise.
of Product Trademarks. As between the Parties, Lilly shall have the sole right to determine
and shall own all right, title and interest in and to the Product Trademarks on a worldwide basis. ACI shall not and shall not
permit its Affiliates to, (i) use in their respective businesses, any Trademark that is confusingly similar to, misleading
or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks and (ii) do any act that endangers,
destroys, or similarly adversely affects, in any material respect, the value of the goodwill pertaining to the Product Trademarks.
ACI shall not and shall not permit its Affiliates to, attack, dispute or contest the validity of or ownership of any Product Trademark
anywhere in the Territory or any registrations issued or issuing with respect thereto.
and Prosecution of Patents.