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.
Requirements. Any notice, request, demand, waiver, consent, approval or other communication
permitted or required under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be deemed
given only if delivered by hand or sent by facsimile transmission (with transmission confirmed) or by internationally recognized
overnight delivery service that maintains records of delivery, addressed to the Parties at their respective addresses specified
in Section 13.7.2 or to such other address as the Party to whom notice is to be given may have provided to the other
Party in accordance with this Section 13.7.1. Such notice shall be deemed to have been given as of the date delivered by
hand or transmitted by facsimile (with transmission confirmed) or on the second Business Day (at the place of delivery) after
deposit with an internationally recognized overnight delivery service. Any notice delivered by facsimile shall be confirmed by
a hard copy delivered as soon as practicable thereafter. This Section 13.7.1 is not intended to govern the day-to-day business
communications necessary between the Parties in performing their obligations under the terms of this Agreement.
to Lilly, to:
copies to (which shall not constitute notice) to:
to ACI, to:
a copy (which shall not constitute notice) to:
Agreement; Amendments. This Agreement, together with the Schedules attached hereto, sets
forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and
all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded
hereby. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically
set forth in this Agreement. No amendment, modification, release or discharge shall be binding upon the Parties unless in writing
and duly executed by authorized representatives of both Parties. In the event of any inconsistencies between this Agreement and
any Schedules or other attachments hereto, the terms of this Agreement shall control.
Language. This Agreement shall be written and executed in and all other communications
under or in connection with this Agreement shall be in, the English language. Any translation into any other language shall not
be an official version thereof and in the event of any conflict in interpretation between the English version and such translation,
the English version shall control.