Underwriting AgreementUnderwriting Agreement • March 6th, 2009 • Lilly Eli & Co • Pharmaceutical preparations • New York
Eli Lilly and Company, an Indiana corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $1,000,000,000 principal amount of its 3.550% Notes due 2012 (the “2012 Notes”), $1,000,000,000 principal amount of its 4.200% Notes due 2014 (the “2014 Notes”) and $400,000,000 principal amount of its 5.950% Notes due 2037 (the “2037 Notes”), in each case having the terms set forth in Schedule 2 hereto (such 2012 Notes, 2014 Notes and 2037 Notes collectively, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of February 1, 1991 (as may be supplemented from time to time, the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, a New York banking corporation (as successor to Citibank, N.A., the original trustee), as trustee (the “Trustee”).
