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.
of the Parties. It is expressly agreed that ACI, on the one hand, and Lilly, on the other
hand, shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership, joint
venture or agency. Neither ACI, on the one hand, nor Lilly, on the other hand, shall have the authority to make any statements,
representations or commitments of any kind, or to take any action that will be binding on the other, without the prior written
consent of the other Party to do so. All persons employed by a Party shall be employees of such Party and not of the other Party
and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such first Party.
Filing. Each of Lilly and ACI shall make an HSR Filing within ten (10) Business Days
after the Execution Date, unless the Parties together determine that no HSR Filing is required for the activities and licenses
contemplated under the Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any
such filings. Each Party shall be responsible for its own costs and expenses associated with any such filings.
Clearance. In connection with obtaining HSR Clearance, Lilly and ACI shall use their
respective commercially reasonable efforts to resolve as promptly as practicable any objections that may be asserted by the FTC
or the Antitrust Division of the DOJ with respect to the transactions notified in the HSR Filing. The term “commercially
reasonable efforts” as used in this Section 13.15 [*****].
In connection with obtaining HSR Clearance, each of Lilly and ACI shall (i) cooperate with each other in connection with
any investigation or other inquiry relating to an HSR Filing and the transactions contemplated by this Agreement; (ii) keep
the other Party or its counsel informed of any communication received from or given to the FTC or DOJ relating to the HSR Filing
and the transactions contemplated by this Agreement (and provide a copy to the other Party if such communication is in writing);
(iii) reasonably consult with each other in advance of any meeting or conference with the FTC or DOJ, and, to the extent
permitted by the FTC or DOJ, give the other Party or its counsel the opportunity to attend and participate in such meetings and
conferences; and (iv) permit the other Party or its counsel to review in advance, and in good faith consider the views of
the other Party or its counsel concerning, any submission, filing or communication (and documents submitted therewith) intended
to be given to the FTC or DOJ.
Unless otherwise specified, (i) references in this Agreement to any Article, Section
or Schedule shall mean references to such Article, Section or Schedule of this Agreement, (ii) references in any Section
to any clause are references to such clause of such Section and (iii) references to any agreement, instrument or other document
in this Agreement refer to such agreement, instrument or other document as originally executed or, if subsequently amended, replaced
or supplemented from time to time, as so amended, replaced or supplemented and in effect at the relevant time of reference thereto.