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.
Disclosures. Notwithstanding anything to the contrary in Section 9.1, each
Party may disclose Confidential Information to the extent that such disclosure is:
in response to a valid order of a court of competent jurisdiction or Governmental Authority of competent jurisdiction or, if in
the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law,
including by reason of filing with securities regulators; provided, however, that the receiving Party shall first have
given written notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to
obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject
of such order or required to be disclosed be held in confidence by such court or Governmental Authority or, if disclosed, be used
only for the purposes for which the order was issued or such disclosure was required by Applicable Law; and provided, further,
that the Confidential Information disclosed in response to such order of a court or Governmental Authority or as required
by Applicable Law shall be limited to the information that is legally required to be disclosed in response to such order or by
such Applicable Law; or
by or on behalf of the receiving Party to a Patent authority as may be reasonably necessary or useful for purposes of obtaining
or enforcing a Patent; provided, however, that reasonable measures shall be taken to assure confidential treatment of such
information, to the extent such protection is available.
clarity, either Party may disclose without limitation a copy of this Agreement, including any exhibits, schedules, ancillary agreements,
and amendments thereto in response to a valid request by a U.S., foreign, state, provincial, or local tax authority.
Permitted Disclosures by Lilly. [*****].
Permitted Disclosures by ACI. [*****].
of Name. [*****].