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.
The Exploitation of the Licensed Compounds or the Licensed Products as contemplated herein
will not be subject to any other license or agreement to which ACI or any of its Affiliates is a party;
are no amounts that will be required to be paid to a Third Party as a result of the Exploitation of the Licensed Compounds or
Licensed Products that arise out of any agreement to which ACI or any of its Affiliates is a party;
ACI’s Knowledge, no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate
the Existing Patents or the ACI Know-How;
of the Existing Patents properly identifies each inventor of the claims thereof as determined in accordance with the laws of the
jurisdiction in which such Existing Patent is issued or such application is pending;
current and former officers, employees, agents and consultants of ACI or any of its Affiliates who are inventors of or have otherwise
contributed in a material manner to the creation or development of any Existing Patent or ACI Know-How or who are or will be performing
ACI’s Development activities hereunder or who otherwise have access to any Confidential Information of Lilly have executed
and delivered to ACI or such Affiliate an assignment or other agreement regarding the protection of proprietary information and
the assignment to ACI or such Affiliate of any ACI Patents, ACI Know-How and any and all other Information that relates to the
Licensed Compounds or Licensed Products. To ACI’s Knowledge, no current officer, employee, agent or consultant of ACI or
any of its Affiliates is in violation of any term of any assignment or other agreement regarding the protection of Patents or
other intellectual property or proprietary information of ACI or such Affiliate or of any employment contract or any other contractual
obligation relating to the relationship of any such Person with ACI;
inventions claimed or covered by the Existing Patents (i) were not conceived, discovered, developed or otherwise made in
connection with any research activities funded, in whole or in part, by the federal government of the United States or any agency
thereof, (ii) are not a “subject invention” as that term is described in 35 U.S.C. Section 201(e) and (iii) are
not otherwise subject to the provisions of the Patent and Trademark Law Amendments Act of 1980, as amended, codified at 35 U.S.C.
§§ 200-212, as amended, as well as any regulations promulgated pursuant thereto, including in 37 C.F.R. Part 401;
and its Affiliates have generated, prepared, maintained and retained all Regulatory Documentation that is required to be maintained
or retained pursuant to and in accordance with Good Laboratory Practices, Good Clinical Practice and Applicable Law and all such
information is true, complete and correct and what it purports to be.