LILLY. The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Lilly are set forth Table of Contents below. The business address of each such director and executive officer is Lilly Corporate Center, Indianapolis, IN 46285. The telephone number at such office is (000) 000-0000. Except as otherwise indicated, all directors and executive officers listed below are citizens of the United States. Name and Position Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States) Xxxxx Xxxxxxx Director Xxxxx Xxxxxxx has been an operating partner of Advent International Corporation, a large private global equity firm, since July 2017. He was elected to the board of directors of Xxx Xxxxx and Company in 2009. Born in Cuba, he received his bachelor’s degree in business administration from the University of Miami. Xx. Xxxxxxx retired as president and chief operating officer of McDonald’s Corporation in 2009. Prior to joining McDonald’s in 1994, he held leadership positions at Burger King Corporation and Wendy’s International, Inc. He held a variety of leadership roles throughout his career, including chief operations officer and president of the central division, both with McDonald’s USA. Before joining the U.S. business, Xxxxxxx was president of McDonald’s Mexico. From July 2004 until January 2005, he was president of McDonald’s USA, where he led a team that aligned employees, owner/operators, and suppliers behind the company’s “Plan to Win” strategy – the catalyst for the turnaround of the U.S. business. Xxxxxxx served as president of McDonald’s North America from January 2005 until August 2006. In this role, he was responsible for all XxXxxxxx’x restaurants in the U.S. and Canada. Xxxxxxx became president and chief operating officer in August 2006. He set the global strategy and directed operations for 32,000 XxXxxxxx’x restaurants in 118 countries. Xx. Xxxxxxx is an active advocate for education. He serves on the President’s Council, the School of Business Administration Board of Overseers of the University of Miami. Xx. Xxxxxxx is also a member of the board of directors of Lowe’s Companies, Inc. and Dunkin’ Brands Group, Inc. He also previously served on the boards of McDonald’s Corporation, Realogy Holdings Corp., KeyCorp, and Skylark Co., Ltd. Xxxxxxxxx Xx...
LILLY. When the LILLY UHTSS Steering Committee has determined that the Automated Storage and Retrieval module meet the Specifications for such module. Upon Completion (Acceptance) of the Automated Storage and retrieval module at Lillx, Xxxxxx shall give Lilly written notice and Lilly shall become obligated to pay such amounts provided for in the agreement.
LILLY. Lilly will indemnify (subject to Section 10.3), defend and hold Sepracor harmless against any and all actions, suits, claims, demands, prosecutions, liabilities, costs, and expenses based on or arising out of this Agreement (including but not limited to claims of patent infringement), resulting from Lilly's performance under this Agreement including, the development, manufacture, packaging, use or sale of Products, or use of Sepracor Know-How or Products by Lilly, its Permitted Sublicensees or its (or their) customers or any representation made or warranty given by Lilly or its Permitted Sublicensees with respect to Products.
LILLY. “Lilly” shall mean Xxx Xxxxx and Company.
LILLY. Under its agreement with Lilly, the Company received $5.0 million in August 1994 as an advance against Lilly's future purchases of bulk product from the Company. This payment was recorded as deferred revenue due to the refundability of the amount received. In May 1996, the Company amended its Sales and Distribution Agreement with Lilly. The amended agreement states that the Company has no obligation to refund the $5.0 million advance should no bulk purchases be made by Lilly. The Company is still required to provide Lilly with material and pay them a 75% royalty on the purchase of such material, up to $5.0 million. In the quarter ended June 30, 1996, Seragen recorded the entire $5.0 million as revenue upon the amendment of the original agreement. The Company has determined that it is necessary to provide a $1.2 million reserve for the expected cost of providing the bulk material after paying a 75% royalty of up to $5.0 million. The Company has determined that it is necessary to restate its quarter ended June 30, 1996 to provide this reserve in the period in which the $5.0 million of revenue was recorded. Exhibit A Schedule of Exceptions
LILLY. If Lilly exercises its Option, Lxxxx shall use Commercially Reasonable Efforts to conduct a Registration Study of the Lilly Product for use by patients that have been screened using the Companion Diagnostic. The activities of Lxxxx’x Affiliates, and Lilly’s and its Affiliates’ licensees, sublicensees, and Third Party contractors of any of the foregoing shall constitute the efforts of Lilly for purposes of this Section 4.1(b).
LILLY. If Lilly exercises its Option, as between the Parties, Lxxxx shall be responsible for selecting, in its sole discretion, and shall own all right, title and interest in and to any trademarks adopted by Lxxxx for use with the Companion Diagnostics anywhere in the world (including all goodwill accruing with respect to such use), and shall be responsible for the registration, filing, maintenance and enforcement thereof. Lxxxx shall have no right to use any trademark, tradename, or corporate name of Telix or any of its Affiliates with Companion Diagnostics.
LILLY. The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Lilly are set forth below. The business address of each such director and executive officer is Lilly Corporate Center, Indianapolis, IN 46285. The telephone number at such office is (000) 000-0000. Except as otherwise indicated, all directors and executive officers listed below are citizens of the United States. Directors are identified by an asterisk. Name and Position Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States) Xxxxx Xxxxxxx* Xx. Xxxxxxx has served as a director of Lilly since 2009. Xx. Xxxxxxx has been an operating partner at Advent International Corporation since 2017. Xx. Xxxxxxx serves on the President’s Council for the University of Miami and is a member of the board of directors of Lowe’s Companies, Inc., Xxxxxxx, Inc., First Watch Restaurant Group, Inc. and several private companies. Xx. Xxxxxxx has previously served on the boards of Dunkin’ Brands Group, Inc., XxXxxxxx’x Corporation, Realogy Holdings Corp., KeyCorp, and Skylark Co., Ltd.
LILLY. Lilly shall use Commercially Reasonable Efforts during the Reasonable Efforts Period to preclinically and clinically develop, seek Regulatory Approval for, and launch and commercialize Lilly Products. NextCure acknowledges that Lilly’s obligations pursuant to this Section 5.4.1 may be satisfied in whole or in part by Affiliates, sublicensees of [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. the rights granted to Lilly hereunder or permitted assignees. Beginning on the [***] after the exercise of the first Lilly Option for the first Lilly Product and ending on the [***] after Commercial Launch of the first Lilly Product, Lilly will provide NextCure with a written report on an annual basis describing Lilly’s (and its sublicensees’ and Affiliates’) progress in development and commercialization of Lilly Products. If requested by NextCure, Lilly shall meet with NextCure to discuss such report at a mutually convenient time and location.
LILLY. Lilly shall use Commercially Reasonable Efforts during the Reasonable Efforts Period to preclinically and clinically develop, seek Regulatory Approval for, and launch and commercialize Lilly Products. NextCure acknowledges that Lilly’s obligations pursuant to this Section 5.4.1 may be satisfied in whole or in part by Affiliates, sublicensees of the rights granted to Lilly hereunder or permitted assignees. Beginning on the [***] after the exercise of the first Lilly Option for the first Lilly Product and ending on the [***] after Commercial Launch of the first Lilly Product, Lilly will provide NextCure with a written report on an annual basis describing Lilly’s (and its sublicensees’ and Affiliates’) progress in development and commercialization of Lilly Products. If requested by NextCure, Lilly shall meet with NextCure to discuss such report at a mutually convenient time and location.
