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.
Except as provided above, the costs and expenses, including fees and disbursements of
counsel, incurred by the Indemnified Party in connection with any claim shall [*****].
Indirect and Other Losses. EXCEPT (I) IN THE EVENT OF THE WILLFUL MISCONDUCT OR FRAUD
OF A PARTY OR A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 9 OR SECTION 2.7, (II) AS PROVIDED UNDER SECTION
13.10, AND (III) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY
PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE,
BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, INDIRECT OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS SUFFERED BY THE OTHER
Each Party shall have and maintain such types and amounts of insurance covering its Exploitation
of the Licensed Compounds and Licensed Products as is (i) normal and customary in the pharmaceutical industry generally for
parties similarly situated and (ii) otherwise required by Applicable Law. Upon request by the other Party, each Party shall
provide to the other Party evidence of its insurance coverage. The insurance policies shall be under an occurrence form, but if
only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration
or termination of this Agreement for a period of [*****]. Notwithstanding the foregoing, Lilly may self-insure in whole or in
part the insurance requirements described above.
TERM AND TERMINATION
and Expiration. This Agreement shall commence on the Effective Date and, unless earlier
terminated in accordance herewith, shall continue in force and effect until the date of expiration of the last Royalty Term for
the last Licensed Product (such period, the “Term”). Following the expiration of the Royalty Term for a Licensed
Product in a country, the license granted in Section 2.1 shall become fully-paid, royalty-free, perpetual and irrevocable
for such Licensed Product in such country.