ELI LILLY & Co Sample Contracts

SERAGEN, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 16th, 1997 • Lilly Eli & Co • Pharmaceutical preparations • Massachusetts
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Merger Agreement • December 1st, 2003 • Lilly Eli & Co • Pharmaceutical preparations • Delaware
UNDERWRITING AGREEMENT
Underwriting Agreement • July 12th, 2001 • Lilly Eli & Co • Pharmaceutical preparations
CONFORMED COPY STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 8th, 1999 • Lilly Eli & Co • Pharmaceutical preparations • New York
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Rights Agreement • March 15th, 2004 • Lilly Eli & Co • Pharmaceutical preparations • Indiana
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Rights Agreement • July 23rd, 1998 • Lilly Eli & Co • Pharmaceutical preparations • Indiana
ELI LILLY AND COMPANY
Global Note • January 10th, 1996 • Lilly Eli & Co • Pharmaceutical preparations
ELI LILLY AND COMPANY Medium-Term Notes Due More Than Nine Months from Date of Issue U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • November 22nd, 1995 • Lilly Eli & Co • Pharmaceutical preparations • New York
May 11, 1998 Ligand Pharmaceuticals Incorporated 10275 Science Center Drive San Diego, CA 92121 Ladies and Gentlemen: The undersigned is a stockholder of Seragen, Inc., a Delaware corporation ("Seragen"). The undersigned understands that Seragen,...
Merger Agreement • May 22nd, 1998 • Lilly Eli & Co • Pharmaceutical preparations

The undersigned is a stockholder of Seragen, Inc., a Delaware corporation ("Seragen"). The undersigned understands that Seragen, Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand"), and Knight Acquisition Corporation, a Delaware Corporation ("Merger Sub"), have entered into an Agreement and Plan of Reorganization, dated as of May 11, 1998 (the "Reorganization Agreement"), which provides for the merger (the "Merger") of Merger Sub into Seragen. The undersigned also understands that Ligand, at its option, may provide some or all of the Merger Consideration (as defined in the Reorganization Agreemnt) in the form of shares of voting common stock, par value $.001 per share, of Ligand (the "Common Stock"). The undersigned further understands that the issuance of the Common Stock pursuant to the terms of the Merger will be the subject of a registration statement under the Securities Act of 1933, as amended (the "Registration Statement"), which will be filed with the Securit

ELI LILLY AND COMPANY Underwriting Agreement
Underwriting Agreement • August 14th, 2024 • ELI LILLY & Co • Pharmaceutical preparations
Eli Lilly and Company Performance Award Agreement (for Executive Officers)
Performance Award Agreement • November 1st, 2022 • ELI LILLY & Co • Pharmaceutical preparations

This Performance Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received this Performance Award Agreement (the “Grantee”).

Eli Lilly and Company Relative Value Award Agreement (for Executive Officers)
Relative Value Award Agreement • February 21st, 2024 • ELI LILLY & Co • Pharmaceutical preparations

This Relative Value Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received this Relative Value Award Agreement (the “Grantee”).

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • October 10th, 2008 • Lilly Eli & Co • Pharmaceutical preparations • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2008, is entered into by and among the entities listed on Schedule I hereto (each, a “Stockholder”) and Eli Lilly and Company, an Indiana corporation (“Parent”).

W I T N E S S E T H:
Voting and Support Agreement • December 1st, 2003 • Lilly Eli & Co • Pharmaceutical preparations • Delaware
TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • July 7th, 2023 • ELI LILLY & Co • Pharmaceutical preparations • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 28, 2023, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Shenandoah Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and one or more stockholders of Sigilon Therapeutics, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

SHARE ISSUANCE AGREEMENT
Share Issuance Agreement • December 20th, 2018 • Lilly Eli & Co • Pharmaceutical preparations • Delaware
ELI LILLY AND COMPANY and CITIBANK, N.A. Debt Securities Indenture Dated as of February 1, 1991
Indenture • March 1st, 2013 • Lilly Eli & Co • Pharmaceutical preparations • New York
Eli Lilly and Company Restricted Stock Unit Award Agreement (for Executive Officer)
Restricted Stock Unit Award Agreement • February 21st, 2024 • ELI LILLY & Co • Pharmaceutical preparations

This Restricted Stock Unit Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received this Restricted Stock Unit Award Agreement (the “Grantee”).

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Eli Lilly and Company Shareholder Value Award Agreement (for Executive Officers)
Shareholder Value Award Agreement • November 1st, 2022 • ELI LILLY & Co • Pharmaceutical preparations

This Shareholder Value Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received this Shareholder Value Award Agreement (the “Grantee”).

STOCK AND ASSET PURCHASE AGREEMENT between NOVARTIS AG and ELI LILLY AND COMPANY
Stock and Asset Purchase Agreement • July 28th, 2014 • Lilly Eli & Co • Pharmaceutical preparations • New York

THIS STOCK AND ASSET PURCHASE AGREEMENT (as it may be amended or supplemented from time to time in accordance with the terms hereof, this Agreement), dated as of April 22, 2014, is entered into by and between Novartis AG, a company incorporated under the laws of Switzerland (the Seller), and Eli Lilly and Company, a corporation organized under the laws of Indiana (the Purchaser; each of the Purchaser and the Seller is a Party and together are the Parties).

AGREEMENT AND PLAN OF MERGER Among ELI LILLY AND COMPANY, ALASKA ACQUISITION CORPORATION and IMCLONE SYSTEMS INCORPORATED Dated as of October 6, 2008
Merger Agreement • October 10th, 2008 • Lilly Eli & Co • Pharmaceutical preparations • Delaware

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

ELI LILLY SERVICES, INC. as Issuer and ELI LILLY AND COMPANY as Guarantor and CITIBANK, N.A. as Trustee
Indenture • August 10th, 2005 • Lilly Eli & Co • Pharmaceutical preparations • York

INDENTURE, dated as of August 9, 2005, among Eli Lilly Services, Inc., a British Virgin Islands corporation (the “Company”), Eli Lilly and Company, an Indiana corporation (the “Guarantor”), and Citibank, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).

Eli Lilly and Company Shareholder Value Award Agreement
Shareholder Value Award Agreement • February 23rd, 2022 • ELI LILLY & Co • Pharmaceutical preparations • Indiana

This Shareholder Value Award has been granted on [•] (“Grant Date”) by Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), to the Eligible Individual who has received this Shareholder Value Award Agreement (the “Grantee”).

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA
Guilty Plea Agreement • February 27th, 2009 • Lilly Eli & Co • Pharmaceutical preparations

Under Federal Rule of Criminal Procedure 11(c)(1)(C), the government, the defendant, Eli Lilly and Company (hereinafter “Eli Lilly”), and Eli Lilly’s counsel enter into the following guilty plea agreement. Any reference to the United States or the government in this agreement shall mean the Office of the United States Attorney for the Eastern District of Pennsylvania and the Office of Consumer Litigation of the Department of Justice.

CORPORATE INTEGRITY AGREEMENT between the Office of Inspector General of the Department of Health and Human Services and Eli Lilly and Company
Corporate Integrity Agreement • February 27th, 2009 • Lilly Eli & Co • Pharmaceutical preparations
OPTION AND WHOLESALE PURCHASE AGREEMENT
Option and Wholesale Purchase Agreement • October 28th, 1998 • Lilly Eli & Co • Pharmaceutical preparations • Indiana
Name] [Address] [Address] Re: Non-Compete Payment Agreement Dear [Name]:
Non-Compete Payment Agreement • February 22nd, 2023 • ELI LILLY & Co • Pharmaceutical preparations • Indiana

This sets forth the terms of the Non-Compete Payment Agreement (the “Agreement”) between [name] (“Executive”) and Eli Lilly and Company, an Indiana corporation, with its principal offices in Indianapolis, Indiana (“Lilly” or the “Company”), regarding Executive’s post-employment restrictive covenants.

CONFIDENTIAL MASTER SETTLEMENT AGREEMENT
Settlement Agreement • November 3rd, 2005 • Lilly Eli & Co • Pharmaceutical preparations • Indiana
FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • February 19th, 2015 • Lilly Eli & Co • Pharmaceutical preparations

This First Amendment to the Stock and Asset Purchase Agreement (this Amendment Agreement) dated as of December 17, 2014, is entered into by and between Novartis AG, a company incorporated under the laws of Switzerland (the Seller), and Eli Lilly and Company, a corporation organized under the laws of Indiana (the Purchaser, each of the Purchaser and the Seller is a Party and together are the Parties).

ARMO BIOSCIENCES, INC.
Offer to Purchase • May 23rd, 2018 • Lilly Eli & Co • Pharmaceutical preparations

Bluegill Acquisition Corporation, a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Eli Lilly and Company, an Indiana corporation (“Lilly”), is offering to purchase all outstanding shares of common stock, par value, $0.0001 per share (the “Shares”), of ARMO BioSciences, Inc., a Delaware corporation (“ARMO”), at a purchase price of $50.00 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”).

Joint Filing Agreement
Joint Filing Agreement • December 22nd, 2020 • ELI LILLY & Co • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Prevail Therapeutics Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 22nd day of December, 2020.

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