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.
Breach. In the event that either Party (the “Breaching Party”) shall
be in material breach in the performance of any of its obligations under this Agreement, in addition to any other right and remedy
the other Party (the “Non-Breaching Party”) may have, the Non-Breaching Party may terminate this Agreement
by providing ninety (90) days (the “Notice Period”) prior written notice (the “Termination Notice”)
to the Breaching Party and specifying the breach and its claim of right to terminate; provided that (i) to the extent that
such material breach involves a failure to make a payment when due, the Notice Period shall be, and such breach must be cured
within, sixty (60) days after the Termination Notice is given to the Breaching Party, (ii) the termination shall not become effective
at the end of the Notice Period if the Breaching Party cures the breach specified in the Termination Notice during the Notice
Period (or, if such default cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach
within the Notice Period and thereafter diligently continues such actions) and (iii) if either Party initiates a dispute resolution
procedure under Section 13.5 within thirty (30) days after delivery of a Termination Notice to resolve the dispute for which
termination is being sought and is diligently pursuing such procedure, the cure period set forth in this Section 12.2.1 shall
be tolled and the termination shall become effective (a) with respect to any breach that is capable of being cured, if the Breaching
Party does not implement the remedy for such breach determined by the Arbitrators through such dispute resolution procedure within
the timeframe established by the Arbitrators or (b) with respect to any breach that is not capable of being cured, upon the final
resolution of the dispute if the Arbitrators grant the terminating Party’s request to terminate.
by Lilly. [*****], Lilly may terminate this Agreement for any or no reason, upon three
(3) months’ prior written notice to ACI.
for Patent Challenge. ACI may terminate this Agreement immediately upon written notice
to Lilly if Lilly or any of its Affiliates or Sublicensees, directly or indirectly, makes, files or maintains any claim, demand,
lawsuit or cause of action to challenge the ownership, validity or enforceability of, or oppose any extension of or the grant
of a supplementary protection certificate, in each case, with respect to any ACI Patents or any interest of ACI in any Joint Patents.
for Insolvency. In the event of an Insolvency Event with respect to a Party, then the
other Party may terminate this Agreement effective immediately upon written notice to such Party.
for HSR. In the event that HSR Clearance is not obtained within nine (9) months following
the Execution Date, this Agreement shall automatically terminate.
After Lilly Pre-Clinical Activity Period. At any time on or before the ninth (9th) Business
Day after the end of the Lilly Pre-Clinical Activity Period, Lilly may terminate this Agreement immediately upon written notice
to ACI. For clarity, if Lilly terminates this Agreement in accordance with this Section 12.2.6, [*****].