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.
or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit
of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations
that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Sections
2.4, 7.3 (solely with respect to Net Sales of any Licensed Product pursuant to Section 12.6.2), 7.5, 7.7,
7.8, 7.9, 7.10, 7.11, 7.12, 8.1.1, 8.1.2, 8.1.3 (except for the second and fourth sentences),
8.1.4 (except for the second sentence), 10.3, 12.3, 12.4, 12.5, 12.6 (including this Section 12.6.1)
and Articles 1, 9 (for the period specified therein), 11 and 13 (other than Section 13.15) of this Agreement
shall survive the termination or expiration of this Agreement for any reason.
the termination of Lilly’s licenses and other rights under this Agreement, Lilly shall have the right for [*****] after
the effective date of such termination to sell or otherwise dispose of all Licensed Product then in its inventory and any in-progress
inventory, in each case that is intended for sale or disposition in such country(ies), as though this Agreement had not terminated
and such sale or disposition shall not constitute infringement of ACI’s or its Affiliates’ Patent or other intellectual
property or other proprietary rights, provided that any such sales shall be included in the Net Sales for purposes of this
Agreement and subject to Lilly’s payment obligations in Article 7.
Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed
to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement
(other than an obligation to make payments) when such failure or delay is caused by or results from events beyond the reasonable
control of the non-performing Party, including fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics, quarantines,
war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or
other labor disturbances (whether involving the workforce of the non-performing Party or of any other Person), acts of God or
acts, omissions or delays in acting by any Governmental Authority (except to the extent such delay results from the breach by
the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall
notify the other Party of such force majeure within thirty (30) days after such occurrence by giving written notice to the other
Party stating the nature of the event, its anticipated duration and any action being taken to avoid or minimize its effect. The
suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall
use commercially reasonable efforts to remedy its inability to perform. In the event that ACI is the non-performing Party and
the force majeure continues for more than ninety (90) days, Lilly shall have the right, at Lilly’s sole election, and without
limitation to any other right or remedy available to Lilly, to assume and complete some or all of the activities that ACI is not
performing as a result of such force majeure.