{"id":42458,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-eli-lilly-amp-co-and-versicor-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-eli-lilly-amp-co-and-versicor-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-eli-lilly-amp-co-and-versicor-inc.html","title":{"rendered":"License Agreement &#8211; Eli Lilly &#038; Co. and Versicor Inc."},"content":{"rendered":"<pre>\n                                LICENSE AGREEMENT\n\n         This LICENSE AGREEMENT (\"Agreement\"), effective as of May 17th, 1999,\nby and between ELI LILLY AND COMPANY, an Indiana corporation with its principal\noffice located at Lilly Corporate Center, Indianapolis, Indiana 46285 (\"Lilly\"),\nand VERSICOR, INC., a Delaware corporation with its principal offices located at\n34790 Ardentech Court, Fremont, California 94555 and Versicor's Affiliates\n(together \"Versicor\").\n\n                                    RECITALS\n\n         1. WHEREAS, Lilly is engaged, among other things, in the business of\ndiscovering, developing, manufacturing and marketing pharmaceutical products for\nthe treatment and prevention of infectious diseases;\n\n         2. WHEREAS, Lilly's research for antifungal agents has resulted in\nLilly owning patents, patent applications and know-how relating to an\nechinocandin B analog known as LY303366 (and analogs thereof);\n\n         3. WHEREAS, Lilly has been developing intravenous and oral formulations\nof LY303366 and generated regulatory filings, pre-clinical and clinical data and\nother information related to LY303366;\n\n         4. WHEREAS, Lilly is interested in exclusively licensing LY303366 to a\npharmaceutical company capable and desirous of developing and commercializing\nboth parenteral and enteral pharmaceutical products of LY303366 (and\/or analogs,\nsalts or prodrugs thereof);\n\n         5. WHEREAS, Versicor is a specialty pharmaceutical company which\nconcentrates in the development and commercialization of compounds in the area\nof infectious diseases;\n\n         6. WHEREAS, Versicor has the capability and expertise to develop and\ncommercialize both parenteral and enteral pharmaceutical products.\n\n\n\n\n         7. WHEREAS, Versicor is interested in exclusively licensing rights to\nLY303366 from Lilly for the worldwide development and commercialization of both\nthe parenteral and enteral products of LY303366 (and\/or analogs, salts or\nprodrugs thereof); and\n\n         8. WHEREAS, subject to the terms and conditions set forth in this\nAgreement, Lilly is willing to exclusively license to Versicor and Versicor\ndesires to exclusively license from Lilly rights related to LY303366 so that\nVersicor may be enabled to proceed with the further development and\ncommercialization of LY303366;\n\n         NOW, THEREFORE, the Parties hereto, intending to be legally bound,\nhereby agree as follows:\n\n                                    SECTION 1\n\n                                   DEFINITIONS\n\n         1.1 DEFINITIONS. For purposes of this Agreement, the following terms\nshall have the meanings set forth below:\n\n         \"AFFILIATES\" shall mean, with respect to a Party to this Agreement, any\nPersons directly or indirectly controlling, controlled by, or under common\ncontrol with, such other Person. For purposes hereof, the term \"controlled\"\n(including the terms \"controlled by\" and \"under common control with\"), as used\nwith respect to any Person, shall mean the direct or indirect ability or power\nto direct or cause the direction of management policies of such Person or\notherwise direct the affairs of such Person, whether through ownership of equity\nparticipation, voting securities, beneficial interest, by contract or otherwise.\nAffiliate shall specifically exclude third parties to which Versicor has granted\na sublicense pursuant to authority granted by this Agreement where Versicor has\nno relationship to the sublicensee other than a licensor-licensee relationship.\n\n         \"APPLICATION FOR MARKETING AUTHORIZATION\" shall mean (a) in the United\nStates a new drug application filed with the FDA pursuant to 21 U.S.C. Section\n357 and 21 C.F.R. Section 314 (\"NDA\") with respect to the Product and (b) in any\ncountry other than the United States, an equivalent application or set of\napplications for marketing approval comparable to an NDA necessary to make and\nsell Product commercially in such country.\n\n\n\n\n\n\n                                      -2-\n\n\n         f)   is independently developed by an employee or agent of the\n              receiving Party, subsequent to receipt of such information from\n              the disclosing Party, as demonstrated by contemporaneous written\n              records.\n\n         \"CO-PROMOTE\" or \"CO-PROMOTION\" shall mean an arrangement, in one or\nmore jurisdictions where permitted, in which (i) there is a single registration\nholder for the Product; (ii) a single Party responsible for the manufacture of\nProduct; (iii) a single Party establishing the price of Product; (iv) a single\nParty booking sales; (v) a single trademark being used in connection with the\nProduct; (vi) both Parties promote and market sales of the Product in such\njurisdiction(s); and (vii) either or both names or logos of the Parties appear\non the Product.\n\n         \"DAMAGES\" shall mean any and all costs, losses, claims, liabilities,\nfines, penalties, damages and expenses, court costs, and reasonable fees and\ndisbursements of counsel, consultants and expert witnesses incurred by a Party\nhereto (including any interest payments which may be imposed in connection\ntherewith).\n\n         \"DATA EXCLUSIVITY PERIOD\" shall mean the period, if any, during which\nthe FDA, or other equivalent regulatory agency in the case of countries other\nthan the United States, prohibits reference, for purposes of seeking Regulatory\nApproval, to clinical and other data contained in the Regulatory Approval\npackage of Versicor or its sublicensee which is not published or publicly\navailable outside of the Regulatory Approval package and relates to the Product,\nwithout the consent of the Party holding the NDA or equivalent Regulatory\nApproval.\n\n         \"EFFECTIVE  DATE\" shall be the date set forth in the first paragraph of\nthis Agreement.\n\n         \"EUROPE\" shall mean the European Union, including the following\ncountries: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland,\nItaly, Luxembourg, Netherlands, Portugal, Spain, Sweden, United Kingdom and any\nother European Union countries at the time of the Effective Date.\n\n         \"FDA\" shall mean the United States Food and Drug Administration, or any\nsuccessor thereto.\n\n         \"FTE\" shall mean the equivalent of the scientific work on or directly\nrelated to the\n\n\n\n\n                                      -4-\n\n\nProduct of one scientific person full time for one year (consisting of a total\nof forty-seven (47) weeks or one thousand eight hundred eighty (1,880) hours per\nyear (excluding vacations and holidays).\n\n          \"GAAP\" shall mean generally accepted accounting principles in the\nUnited States, consistently applied.\n\n         \"HOSPITAL MARKET SECTOR\" shall mean that segment of the Product market\nin which the Product is administered by a licensed medical professional (i) in a\nhospital or critical care setting; and\/or (ii) in a facility that is recognized\nas a hospital by the American Hospital Association in the United States or\nequivalent associations in other countries.\n\n         \"INDEMNIFIED PARTY\" shall have the meaning given in Section 8.2 hereof.\n\n         \"INDEMNIFYING PARTY\" shall have the meaning given in Section 8.2 \nhereof.\n\n         \"INTRAVENOUS FORMULATION\" shall mean parenteral (ip) formulations of\nthe Product Which may be administered by injection; referring particularly to\nthe introduction of substances by means of intravenous, subcutaneous,\nintramuscular, or intramedullary injection.\n\n         \"LICENSED PATENTS\" shall mean all (i) patents and patent applications\nlisted in EXHIBIT A attached hereto; (ii) any international counterparts\nthereof; (iii) any divisionals, continuations, continuations-in-part (except as\nprovided below), refilings, and extensions of any of the foregoing patents and\npatent applications; (iv) all substitutions, reissues, renewals, reexaminations,\npatents of addition, and inventors' certificates thereof, patent term\nextensions, supplementary protection certificates and pediatric data package\nexclusivity extensions of the foregoing patents; and (v) all patents issuing\nfrom any of the foregoing. \"Licensed Patents\" shall also include patents and\/or\npatent applications which are filed or which issue after the Effective Date to\nthe extent of any claims that covers the Licensed Technology and does not\ninclude new matter. \"Licensed Patents\" shall not include any claims in\ncontinuation-in-part patent applications (including all divisionals and\ncontinuations of these continuations-in-part), patents issuing from\ncontinuations-in-part (including all reissues, reexaminations, and extensions of\nsuch patents), and all international counterparts thereof to the extent that\nsuch claims are directed to new matter which is not the subject matter of those\npatents and patent applications listed in EXHIBIT A.\n\n\n\n\n                                      -5-\n\n\nFor clarity, the Cal-Tech patent application (08\/905359) to the modified ECB\nDeacylase enzyme (the \"Cal-Tech Patent Application\") is intentionally not\nincluded as a Licensed Patent; HOWEVER, Versicor shall have the right, pursuant\nto a separate license agreement to be negotiated in good faith between the\nParties, to obtain a sublicense from Lilly to the Cal-Tech Patent Application as\nrelated specifically to the Product.\n\n         \"LICENSED TECHNOLOGY\" shall mean all tangible or intangible know-how,\ntrade secrets, inventions (whether or not patentable), data, clinical and\npreclinical results, analytical reference materials and all confidential and\/or\nproprietary chemical substances, Biological Materials, assays, and technical\ninformation (collectively, \"Technology\"), which has been developed or acquired\nbefore the Effective Date (with the right to disclose and sublicense and subject\nto the rights of Third Parties as of the Effective Date) by Lilly to the extent\nsuch Technology is reasonably necessary or useful for the development,\nmanufacture, use, import, offer for sale or sale of the Product. Licensed\nTechnology does not include Transferred Assets.\n\n         \"LILLY DEVELOPMENT OPTION\" shall mean Lilly's right to elect to assume\nexclusive development and commercialization rights and obligations for the Oral\nFormulation of the Product after completion of Phase II Clinical Trials by\nVersicor, in accordance with Section 2.7.\n\n         \"NET SALES\" shall mean, with respect to the Product, the gross amount\ninvoiced by Versicor, its Affiliates, and sublicensees to unrelated third\nparties for sales of the Product, less:\n\n                  (a) trade, quantity and cash discounts actually allowed;\n\n                  (b) discounts, refunds, rebates, chargebacks, retroactive\nprice adjustments and any other allowances which effectively reduce the net\nselling price;\n\n                  (c) actual product returns, credits and allowances; and\n\n                  (d) freight, insurance, taxes, customs, duties and other\ngovernment charges if separately set forth in the invoiced amount.\n\n         Such amounts shall be determined from books and records maintained in\naccordance with GAAP. No deductions shall be made for commissions paid to\n\n\n\n\n                                      -6-\n\n\nindividuals, whether they are with independent sales agencies or regularly\nemployed by Versicor, or sublicensees, and on its payroll, or for the cost of\ncollections.\n\n         \"MAJOR MARKET COUNTRY\" or \"MAJOR MARKET COUNTRIES\" shall mean the\nUnited States, Japan, United Kingdom, France, Germany, Italy and\/or Spain.\n\n         \"NORTH AMERICA\" or \"NORTH AMERICAN\" shall mean the United States,\nMexico and\/or Canada, and their respective territories, possessions and\ncommonwealths.\n\n         \"ORAL FORMULATION\" shall mean enteral formulations of the Product which\nare administered orally and are absorbed through the intestine or\ngastrointestinal tract; referring without limitation to the introduction of\nsubstances by means of controlled time-release preparations, liquid suspensions,\nand sublingual administration.\n\n         \"ORAL FORMULATION DEVELOPMENT PLAN\" shall have the meaning described in\nSection 6.7 herein.\n\n         \"OTHER FORMULATIONS\" shall mean any means by which the Product is\nadministered other than by an Oral Formulation and\/or Intravenous Formulation,\nincluding, without limitation, the introduction of substances by means of\ninternasal administration, pulmonary absorption, rectal administration, topical\napplications and the like.\n\n         \"PARTY\" or \"PARTIES\" shall mean either Lilly or Versicor or both.\n\n         \"PERSON\" shall mean a natural person, a corporation, a partnership, a\ntrust, a joint venture, a limited liability company, any governmental authority\nor any other entity or organization.\n\n         \"PHASE II CLINICAL TRIALS\" shall mean human clinical trials conducted\nin patients anywhere in the world in accordance with good clinical practice to\ndemonstrate efficacy with the Product in the particular indication tested, as\nwell as to obtain a preliminary indication of the limit and\/or daily dosage\nregimen required.\n\n         \"PHASE III CLINICAL TRIALS\" means large scale human clinical trials\nconducted in patients anywhere in the world in accordance with good clinical\npractice to generate data\n\n\n\n\n                                      -7-\n\n\nconcerning the efficacy and a level of safety in the particular indication\ntested sufficient to obtain Approval of the Product.\n\n         \"PRODUCT\" shall mean a finished or semi-finished good containing the\ncompound LY303366, having the chemical name (1-[(4R,5R)-4,5-Dihydroxy-N(2)-[[4\"-\n(pentyloxy)[1, 1' :4' 1\"-terphenyl]-4-yl]carbonyl]-L-omithine]echinocandin B\n(including analogs, salts, and prodrugs thereof), and all dosage strengths and\nsizes thereof, that may, pursuant to applicable laws and regulations be\nmanufactured, marketed and sold upon Regulatory Approval, together with all\nexpansions and improvements thereon which may be included in any supplement,\nmodification or addition to the Regulatory Approval.\n\n         \"PRODUCT DATA PACKAGE\" shall include the following information and data\ndirectly related to the Product in the tangible possession or control of Lilly\nas of the Effective Date: (a) Regulatory Documents; (b) pre-clinical and\nclinical development protocols, data, and reports; (c) manufacturing development\ntechnical reports; (d) toxicology reports; and (e) such other information and\ndata specifically identified in EXHIBIT C attached hereto. EXHIBIT C shall\nrepresent a complete listing of the information and data included in Product\nData Package, as such term is used in this Agreement.\n\n         \"PRODUCT INVENTORY\" shall mean LY303366, LY303366\/Fructose complex,\nfreeze-dried vials containing LY303366 Intravenous Formulation, related\nintermediates and certificates of analyses which Lilly owns or controls as of\nthe Effective Date, including without limitation Start-Up Inventory, which\ninventory is listed in EXHIBIT D attached hereto. Lilly shall file such\namendments with the Regulatory Documents as appropriate to reflect the\nmanufacturing processes used in manufacturing the Product Inventory.\n\n         \"REGULATORY APPROVAL\" shall mean (a) in the United States, approval by\nthe FDA of an Application for Marketing Authorization and satisfaction of any\nrelated applicable FDA registration and notification requirements (if any) and\n(b) in any country other than the United States, approval by regulatory\nauthorities having jurisdiction over such country of a single Application or set\nof Applications for Marketing Authorization.\n\n         \"REGULATORY DOCUMENTS\" shall mean the (a) United States investigational\nnew drug application (IND) #51,111, dated July 15, 1996; (b) United States IND\n#54,597, dated November 20, 1997; (c) Spain CTA #PEI97-06 dated August 17, 1998;\n(d) Canada IND ## 044571, 056065 and 056082, approved September 25, 1996, June\n16, 1998, June\n\n\n\n\n                                      -8-\n\n\n16, 1998, respectively; (e) Japan IND # 10-2469, dated August 3, 1998; and (g)\nequivalent filings, authorizations and applications in the countries of France,\nUnited Kingdom CTX 6\/350\/A #61292; and Belgium, Finland (KLN nro 130\/98),\nGermany (4013536), Argentina (2345\/98) and Brazil; and (h) all amendments and\nreports related to the aforementioned documents.\n\n         \"REASONABLE DILIGENCE\" shall mean commercially reasonable efforts to\ndevelop and obtain Regulatory Approval in the Territory, consistent with\naccepted business practices and legal requirements, and comparable to efforts in\nthe pharmaceutical industry for compounds at an equivalent stage of development\nand similar market potential,; PROVIDED, HOWEVER, that prior to the first human\ndose for the Oral Formulation, \"Reasonable Diligence\" with respect to\ndevelopment of the Oral Formulation shall be deemed satisfied upon the earlier\nof (a) administration of the first human dose for the Oral Formulation; or (b)\ncumulative out-of-pocket third party expenses by Versicor in connection with\nOral Formulation development pursuant to the Oral Formulation Development Plan\nequal to or greater than Five Hundred Thousand Dollars ($500,000) on or before\nDecember 31, 2000 and One Million Dollars ($1,000,000) on or before December\n31, 2001.\n\n         \"REIMBURSABLE DEVELOPMENT EXPENSES\" shall mean all internal and\nexternal direct, actual and documented costs incurred by Versicor after the\nEffective Date to develop the Oral Formulation of the Product, including,\nwithout limitation, pre-clinical and clinical trial expenses (including, without\nlimitation, the direct cost of clinical trial materials), reasonable Third Party\ncosts, Regulatory Approval expenses and fees, and costs associated with\nscientific personnel dedicated to development of the Oral Formulation of the\nProduct, where scientific personnel costs shall be calculated at a rate of Two\nHundred Thousand Dollars ($200,000) per FTE. The purchase of raw materials or\nsupplies or external Third Party services shall be calculated using actual\ndirect costs incurred by the Parties for such Third Party goods or services.\n\n         \"RESERVE INVENTORY\" shall mean Product Inventory which is not being\npurchased by Versicor as of the Effective Date and which is specifically\nidentified as Reserve Inventory in EXHIBIT D attached hereto.\n\n         \"ROW\" shall mean all the countries and territories of the world, except\nthose in North America and Europe.\n\n\n\n\n                                      -9-\n\n\n         \"ROYALTY TERM\" shall mean, with respect to each country in which\nProduct is sold the period of time equal to the longer of (i) ten (10) years\nfrom the date of first sale of the Product in such country, (ii) the expiration\nof the last-to-expire Licensed Patent listed in EXHIBIT A in such country that\nclaims such Product, or (iii) the period of time equal to the Data Exclusivity\nPeriod in such country.\n\n         \"START-UP INVENTORY\" shall mean Product Inventory which is being\npurchased by Versicor as of the Effective Date of this Agreement and which is\nspecifically identified as Start-Up Inventory in EXHIBIT D attached hereto.\n\n         \"TERRITORY\" shall mean all the countries and territories of the world.\n\n         \"TRANSFERRED ASSETS\" shall mean the Start-Up Inventory and the Product\nData Package.\n\n         \"VERSICOR CO-PROMOTION RIGHT\" shall have the meaning set forth in\nSection 2.7(g).\n\n         \"VERSICOR IMPROVEMENTS\" shall mean any inventions, patentable or not,\ninformation and\/or data that are generated, identified and\/or discovered by\nVersicor during the term of the Agreement, based on use or practice of the\nLicensed Patents or Licensed Technology, and are related to the Product,\nincluding, without limitation, pre-clinical studies and clinical trial\ninformation, manufacturing processes, formulations, modes of delivery and\/or\ndata necessary for the manufacture, use or sale of the Product, or peripheral\nand\/or SAR compounds, pharmaceutical compositions, manufacturing processes,\nproduct configurations and methods of use related to the Licensed Patents.\n\n         \"VERSICOR RESPONSIBILITIES\" shall have the meaning set forth in Section\n2.4 hereof.\n\n                                    SECTION 2\n\n              GRANT OF LICENSES, TRANSFER OF TRANSFERRED ASSETS AND\n                            ASSUMPTION OF LIABILITIES\n\n         2.1 GRANT OF LICENSES. Upon the terms and subject to the conditions of\nthis Agreement:\n\n\n\n\n                                      -10-\n\n\n                  (a) During the term of the Agreement, Lilly hereby grants to\nVersicor an exclusive, even as to Lilly (except as expressly reserved by Lilly\nherein), license under the Licensed Patents and Licensed Technology to make,\nhave made, use, sell, offer to sell and import the Product in the Territory.\nLilly shall retain a non-exclusive license under the Licensed Patents and\nLicensed Technology to make and use the Product solely for internal research\npurposes;\n\n                  (b) Upon expiration of the Agreement in any country in the\nTerritory pursuant to Section 4.1, Versicor shall thereafter have a fully\npaid-up, perpetual, irrevocable, non-exclusive license to the Licensed\nTechnology to make, have made, use, sell, offer to sell and import the Product\nin such country; and\n\n                  (c) Versicor hereby grants to Lilly a non-exclusive\nroyalty-free license, with a right to sublicense only to Affiliates, to make and\nuse Versicor Improvements in connection with the Licensed Patents and Licensed\nTechnology solely for internal research purposes.\n\n         2.2 TRANSFERRED ASSETS. As of the Effective Date, Lilly hereby assigns,\ntransfers and conveys to Versicor all of Lilly's right, title and interest in\nand to the Transferred Assets and Versicor hereby accepts such assignment,\ntransfer and conveyance. Within thirty (30) days following the Effective Date,\nLilly shall work with Versicor to transfer possession of the Product Data\nPackage to Versicor. Lilly shall be responsible for the initial shipment of the\nProduct Data Package F.O.B. to Versicor or its designee. In the event that\nVersicor is unwilling or unable to assume physical possession of the Product\nData Package by the end of the initial thirty (30) day period, Lilly shall be\nentitled to charge Versicor a reasonable fee for storage of the Product Data\nPackage beyond such thirty (30) day period. Except as otherwise provided in\nSection 2.9 or 2.10 below, Lilly shall not be obligated to provide any\nadditional information or assistance to Versicor regarding the Product. Versicor\nacknowledges that Lilly makes no representations or warranties with respect to\nthe Transferred Assets and that it accepts such Transferred Assets \"as is.\"\n\n         2.3      PRODUCT INVENTORY.\n\n         (a) POSSESSION. Within ninety (90) days of the Effective Date, Versicor\nshall arrange, at Versicor's expense, and with reasonable assistance of the\nappropriate and necessary Lilly personnel, to take possession and control of all\nProduct Inventory,\n\n\n\n\n                                      -11-\n\n\nincluding Start-Up Inventory and Reserve Inventory. In the event Versicor fails\nto take possession of Product Inventory within the ninety (90) day period\nreferenced above, Versicor shall pay Lilly a storage fee of Two Thousand Dollars\n($2,000.00) per day, plus any reasonable costs and expenses incurred by Lilly\n(including without limitation the cost of personnel time) in maintaining the\nProduct Inventory, until the date upon which Versicor takes the required\npossession.\n\n         (b) MAINTENANCE OF RESERVE INVENTORY. Upon possession, Versicor shall\nassume sole responsibility for and shall undertake commercially reasonable\nefforts in the maintenance and periodic evaluations required to preserve and\nmaximize the utility, stability and value of all components of Reserve\nInventory, including, without limitation, timely maintenance and extension of\nexpiry dates when reasonable and appropriate. Versicor shall maintain the\nReserve Inventory in appropriate and secure storage facilities under appropriate\ntemperature conditions and controls and shall otherwise manage the Product\nInventory with the same care as Versicor would provide for its own property,\nincluding without limitation proper insurance. Additionally, Versicor shall\nprovide Lilly with a quarterly report on the status of the Reserve Inventory,\nsetting forth the information described in EXHIBIT E. Lilly shall be entitled to\naudit and inventory, at its expense and no more often that once per twelve (12)\nmonth period, the Reserve Inventory at any time during normal business hours.\n\n         (c) OWNERSHIP. Versicor shall be the title owner of the Start-Up \nInventory, for which Versicor has agreed to pay Lilly        ) in accordance \nwith Section 3.4 herein. With respect to the Reserve Inventory, Versicor \nshall be a bailee for the mutual benefit of Versicor and Lilly, until such \ntime as Versicor either purchases such Reserve Inventory for itself or Lilly \nreclaims possession.\n\n           (d) RESERVE INVENTORY OPTION. Versicor shall have the right to\nunilaterally purchase and use Reserve Inventory on an as needed, component by\ncomponent, and unit by unit basis at any time after the Effective Date and\nwithout prior notice to Lilly, provided that Versicor shall pay Lilly the per\nunit\/component costs set forth in EXHIBIT D and such payment and a detailed\ndescription of the inventory purchased\/used is provided to Lilly within thirty\n(30) days of the purchase\/use. Except as specifically permitted herein with\nrespect to purchase or use of Reserve Inventory, Versicor shall have no right to\notherwise deplete, destroy, encumber or transfer the Reserve Inventory without\nthe prior written consent of Lilly.\n\n\n\n\n                                      -12-\n\n\n         2.4 VERSICOR UNDERTAKING. Except as otherwise provided in this\nAgreement, Versicor hereby agrees that, commencing on the Effective Date,\nVersicor is responsible for all aspects of the development and commercialization\nof the Product in the Territory, including satisfying all obligations, claims,\nliabilities, burdens and problems of any nature whatsoever (collectively, the\n\"Obligations\") associated directly or indirectly with Versicor's licensing\nand\/or practice of the Licensed Patents from and after the Effective Date and\npossession, use, ownership and transport of the Transferred Assets and the\nReserve Inventory from and after the Effective Date, as well as those associated\ndirectly or indirectly with the manufacture, development, marketing and sale of\nthe Products by Versicor or its sublicensees from and after the Effective Date,\nincluding, without limitation, all recalls, all warranty claims and all product\nliability claims (without regard to the nature of the causes of action alleged\nor theories of recovery asserted) arising in connection with Products On or\nafter the Effective Date, except for (1) those Obligations with respect to which\nLilly is providing indemnification pursuant to the provisions of Section 8.1 of\nthis Agreement, and (2) the hereinafter defined Excluded Liabilities, which\nitems shall remain the responsibility of Lilly as set forth herein. All of the\nforegoing is hereinafter collectively referred to as the \"Versicor\nResponsibilities.\"\n\n         2.5 LIABILITIES NOT ASSUMED BY VERSICOR. Anything herein to the\ncontrary notwithstanding, Lilly shall be responsible for, and Versicor shall not\nbe deemed to assume, any of the following (collectively, the \"Excluded\nLiabilities\"):\n\n                  (a) Any Obligations arising out of a claim of any third party\nrelating to the Product arising out of or relating to events occurring prior to\nthe Effective Date; or\n\n                  (b) Any Obligations arising out of a claim by a government\nentity or regulatory body that Lilly has failed to fulfill Lilly's regulatory\nobligations under the Regulatory Documents prior to the Effective Date.\n\n         2.6 SUBLICENSES. Subject to the terms and conditions herein, the Lilly\nDevelopment Option and the provisions in Section 2.8, Versicor shall have the\nright to sublicense the licenses granted to it by Lilly. Any sublicenses granted\nby Versicor under this Agreement shall provide for termination or assignment to\nLilly, at the option of Lilly, of Versicor's interest therein upon termination\nof this Agreement and contain provisions\n\n\n\n\n                                      -13-\n\n\nwhich obligate the sublicensee to Versicor to at least the same extent that\nVersicor is obligated to Lilly under this Agreement.\n\n         2.7 LILLY DEVELOPMENT OPTION: ORAL FORMULATION. Within thirty (30) days\nof receiving the final results of the first Phase II Clinical Trial of the Oral\nFormulation of the Product, Versicor shall provide to Lilly a written report\nsummarizing in reasonable detail such results (the \"Phase II Report\"). Within\nsixty (60) days after receipt by Lilly from Versicor of the Phase II Report,\nLilly shall have the right, but not the obligation, to elect by written notice\nto Versicor (the \"Election\") to exercise the Lilly Development Option for the\nOral Formulation. During the sixty (60) day period, Lilly shall have the right\nto engage in a reasonable due diligence audit of Versicor's prior development\nactivities with respect to such Oral Formulation to assess whether Lilly desires\nto exercise its Lilly Development Option. In the event Lilly makes the Election,\nLilly's Development Option shall take effect under the following terms and\nconditions:\n\n                  (a) The licenses granted to Versicor by Lilly under Section\n2.1 shall automatically terminate with respect to the Oral Formulation of the \nProduct;\n\n                  (b) Versicor shall grant, and hereby does grant, to Lilly \nan exclusive, worldwide license, with a right to sublicense, to Versicor \nImprovements solely to make, use, sell, promote, offer to sell, and import \nthe Oral Formulation of the Product, except to the extent such rights must be \nretained by Versicor in connection with any Versicor Co-Promotion Right which \nVersicor may obtain pursuant to subsection (g) below.\n\n                  (c) Lilly shall pay to Versicor [ * ] payment of which \nshall be on terms equivalent to those set forth in Sections 3.5, 3.6, 3.7 and \n3.8;\n\n                  (d) Within ninety (90) days of the Election, Lilly shall \n[ * ]\n\n\n[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY \nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND \nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS \nAMENDED.\n\n\n                                      -14-\n\n\nprosecuting and\/or maintaining the Licensed Patents that relate solely to the\nOral Formulation.\n\n                  (e) As of the date of the Election, Lilly shall become solely\nresponsible for the development and commercialization of the Oral Formulation,\nincluding, without limitation, the costs and expenses associated therewith.\nVersicor shall have no further financial obligations to Lilly with respect to\nthe Oral Formulation, including, without limitation, no further obligation to\npay Royalty Payments or milestone payments under Section 3 of this Agreement.\n\n                  (f) Within sixty (60) days of the Election, Versicor shall\npromptly provide and make accessible to Lilly, as requested, all Versicor\nImprovements in Versicor's or its agents' possession or control that is\nreasonably useful or necessary for Lilly to proceed efficiently and effectively\nwith the further development and commercialization of the Oral Formulation,\nincluding, without limitation, pre-clinical and clinical data, clinical research\nregulatory files and filings, relevant technology and know-how, manufacturing\nreports, sponsorship of all Regulatory Documents related to the Oral\nFormulation, and relevant patents or patent applications encompassing Versicor\nImprovements. Additionally, Versicor shall execute, acknowledge and deliver such\nfurther instruments, and do all such other acts, consistent with the transition\nsupport obligations described in Section 2.9 and 2.10, to enable and facilitate\nan effective transition of development and commercialization responsibilities\nand activities to Lilly for the Oral Formulation of the Product.\n\n                  (g) Versicor shall have the right, subject to negotiation of a\nmutually acceptable agreement between the Parties, to obtain from Lilly a\nlicense to exclusively Co-Promote with Lilly the Oral Formulation in the\nHospital Market Sector (the \"Versicor Co-Promotion Right\"). Versicor may\nexercise the Versicor Co-Promotion Right no later than ninety (90) days prior to\nthe anticipated completion of Phase III Clinical Trials by providing Lilly with\nwritten notice of its desire to negotiate a Co-Promotion agreement. Upon\nexercise of the Versicor Co-Promotion Right, the Parties shall mutually\nnegotiate in good faith the terms and conditions on a country-by-country basis\nunder which such Co-Promotion shall occur, which terms and conditions must be\nconsistent with the applicable terms of this Agreement and market comparables\nand must include the following: (1) compensation to Versicor for its\nCo-Promotion efforts in the Hospital Market Sector taking into account the\neconomic burdens assumed by Versicor; (2) a manner of defining\n\n\n\n\n                                      -15-\n\n\nVersicor Co-Promotion efforts qualifying for compensation from Lilly, taking\ninto account the form, substance and delivery of such efforts; and (3) agreement\nthat Versicor's negotiated license to Co-Promote the Oral Formulation shall be\nlimited exclusively to Versicor, with no right to sublicense or use a third\nparty or Affiliate sales force without the prior written consent of Lilly. In\nthe event a Co-Promotion agreement is not fully executed by the Parties on or\nbefore ninety (90) days after completion of the last Phase III Clinical Trial\nnecessary for preparing the first Application for Marketing Authorization for\nthe Oral Formulation, the Versicor Co-Promotion Right shall expire. Thereafter,\nVersicor shall have a right to match Co-Promotion offers, similar to Lilly's\nrights under Section 2.8 below.\n\n         2.8 LILLY RIGHT TO FUTURE OPPORTUNITIES. Versicor recognizes that Lilly\nhas an interest in future royalties and milestone fees for the Product.\nTherefore, in addition to Lilly's rights under Section 2.7 above, in the event\nthat Versicor seeks at any time to license a third party any rights with respect\nto Product in the Territory (\"License Opportunity\"), whether together with or\nindependent of Versicor, Versicor shall in good faith consider Lilly for such\nLicense Opportunity, subject to arms-length negotiations.\n\n         2.9 TRANSITION SUPPORT. Subject to the other provisions of this Section\n2.9 and Section 2.10, Lilly shall make available to Versicor the Licensed\nTechnology, either through access to documents and\/or to personnel in possession\nof such Licensed Technology. Lilly and Versicor shall establish a joint team of\npersonnel to coordinate transition of the Licensed Patents, Licensed Technology\nand Transferred Assets. Lilly undertakes to work in good faith with Versicor to\ncomplete an effective transition of the Licensed Patents, Licensed Technology\nand Transferred Assets to Versicor within six (6) months of the Effective Date\n(\"Transition Period\"), subject to the limitations set forth herein. During the\nTransition Period, Lilly shall provide, at no cost to Versicor, reasonable\naccess to appropriate and available personnel for up to two hundred (200) person\nhours (during normal business hours) for reasonable regulatory, scientific,\nmedical, information technology, and patent assistance and consultation related\nto the transition of the Licensed Patents, Licensed Technology and Transferred\nAssets from Lilly to Versicor, not including Manufacturing Support which is\notherwise covered by Section 2.10 below, and shall execute, acknowledge and\ndeliver such further instruments as may be necessary to enable and facilitate an\neffective transition for the Product. In the event the Parties mutually agree to\nextend either the Transition Period or the total man hours of Lilly support,\nVersicor shall reimburse Lilly for the cost of such additional time\n\n\n\n\n                                      -16-\n\n\nor hours at a rate of Three Hundred Dollars ($300.00) per hour for Lilly patent\ncounsel hours and One Hundred Fifty Dollars ($150.00) per hour for all other\nLilly personnel hours. Notwithstanding the foregoing, all out-of-pocket expenses\nor other costs associated with travel and related accommodations for Lilly\npersonnel involved in transition support shall be paid by Versicor.\nAdditionally, Lilly shall execute, acknowledge and deliver such further\ninstruments, and do all such other acts, consistent with the transition support\nobligations described in Section 2.9 and 2.10, to enable and facilitate an\neffective transition of development and commercialization responsibilities and\nactivities to Versicor for the Product.\n\n         2.10 MANUFACTURING SUPPORT. Upon request by Versicor, Lilly shall\nprovide, at no cost to Versicor, reasonable access to appropriate and available\nmanufacturing and information technology personnel for up to three hundred (300)\nperson hours (during normal business hours) (\"Manufacturing Support\") for\nreasonable manufacturing process technical assistance and consultation that\nwould enable Versicor and\/or a third party manufacturer to reasonably employ the\nLicensed Patents and\/or Licensed Technology in the manufacture of the Product;\nprovided, however, that such Manufacturing Support shall be (i) provided over a\ntime period not exceeding two (2) months in duration, commencing with the first\ndate of engagement in such Manufacturing Support by Lilly personnel; and (ii)\ncompleted no later than August 31, 2000.\n\n         2.11 BIOLOGICAL MATERIALS. In connection with providing manufacturing\nsupport under Section 2.10, Lilly shall transfer all the Biological Materials to\nVersicor. Versicor shall not distribute or release the Biological Materials to\nothers except to further the purposes of this Agreement. All Biological\nMaterials, provided to Versicor and\/or its sublicensee by Lilly under the terms\nof this Agreement shall be maintained as a trade secret by Versicor and\/or its\nsublicensee and shall not be delivered or transmitted to any third party without\nthe express written consent of Lilly and then only upon enforceable written\nassurances to Lilly by Versicor and the third party that the know-how and trade\nsecret rights in the Biological Materials will not be compromised by the\ntransaction. Versicor shall protect the Biological Materials at least as well as\nit protects its own valuable tangible personal property and shall take measures\nto protect the Biological Materials from any claims by third parties including\ncreditors and trustees in bankruptcy. Versicor's and\/or its sublicensee's\nobligation to safeguard the trade secret status of the Biological Materials\nshall extend in perpetuity beyond the Royalty Term. Upon early termination of\nthis Agreement (but not expiration under Section 4.1), Versicor shall\n\n\n\n\n                                      -17-\n\n\nreturn any remaining Biological Materials to Lilly or otherwise dispose of such\nmaterials as instructed by Lilly.\n\n                                    SECTION 3\n\n                                    PAYMENTS\n\n         In consideration of the exclusive license granted herein and the\ntransfer of ownership of the Transferred Assets, Versicor shall pay the\nfollowing amounts to Lilly:\n\n         3.1 CASH PAYMENT UPON SIGNING. Within five (5) days of the execution \nof this Agreement, in consideration for the Product Data Package, Versicor \nshall pay to Lilly the             Federal Reserve electronic wire transfer \nin immediately available funds to an account designated by Lilly.\n\n         3.2 MILESTONE PAYMENTS FOR INTRAVENOUS FORMULATION. Within thirty (30)\ndays of Versicor and\/or its sublicensees achieving a milestone event listed\nbelow with respect to the Intravenous Formulation, Versicor shall pay the below\nspecified non-refundable fees to Lilly by Federal Reserve electronic wire\ntransfer in immediately available funds to an account designated by Lilly.\nExcept as otherwise provided in Section 2.7 such fees shall be non-refundable.\n\n\n<caption>\n             Intravenous Formulation Milestone                                     Fee\n             ---------------------------------                                     ---\n                                                                               \n             [ * ]                                                                [ * ]\n\n\n\n\n\n\n\n[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY \nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND \nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS \nAMENDED.\n\n\n                                      -18-\n\n\n\n\n                                                                               \n             [ * ]                                                                [ * ]\n\n\n\n\n\n\n\n\n\n\n\n\n\n         3.3 MILESTONE PAYMENTS FOR ORAL FORMULATION. Within thirty (30) days of\nachieving a milestone event listed below with respect to the Oral Formulation of\nthe Product, Versicor shall pay the below specified fee to Lilly by Federal\nReserve electronic wire transfer in immediately available funds to an account\ndesignated by Lilly.\n\n\n<caption>\n                Oral Formulation Milestone                                         Cash\n                --------------------------                                         ----\n                                                                                \n                [ * ]                                                              [ * ]\n\n\n\n\n\n[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY \nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND \nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS \nAMENDED.\n\n\n                                      -19-\n\n\n\n                                                                                \n                [ * ]                                                              [ * ]\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n         3.4      PAYMENT FOR PRODUCT INVENTORY.\n\n                  (a) START-UP INVENTORY. In consideration for the Start-Up\n         Inventory, Versicor shall pay Lilly a total of      by Federal Reserve\n         electronic wire transfer in immediately available funds to an account\n         designated by Lilly as follows:\n\n                  [ * ]\n\n\n\n\n                  (b) RESERVE INVENTORY. In the event Versicor elects to\n         purchase any or all of the Reserve Inventory pursuant to Section\n         2.3(d), Versicor shall pay Lilly for such inventory pursuant to the\n         terms set forth in Section 2.3(d), by Federal Reserve\n\n\n[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY \nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND \nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS \nAMENDED.\n\n\n                                      -20-\n\n\n         electronic wire transfer in immediately  available funds to an account\n         designated by Lilly.\n\n         3.5      ROYALTIES.\n\n                  (a) During the Royalty Term, Versicor shall pay to Lilly\nrunning royalties (\"Royalty Payments\") for the Product as follows:\n\n                  [ * ]\n\n\n                  (b) In the event practice or use of the Licensed Patents or \nLicensed Technology consistent with the terms of this Agreement results in \n(i) an infringement claim by a third party or (ii) a desire on the part of \nVersicor to enter into a third party license agreement based on its good \nfaith opinion that an infringement against such third party's patent(s) may \noccur without such a license and notice to and concurrence by Lilly to such \nthird party license (which concurrence shall not be unreasonably withheld), \nVersicor shall be entitled to credit, against royalties otherwise owed to \nLilly under Section 3.5 above, [ * ] of any amount actually paid by Versicor \nto such third party for a license under a patent owned or controlled by such \nthird party; PROVIDED, HOWEVER, that Versicor may only credit against \nroyalties otherwise due in a Calendar Year such amounts that (i) are directly \nattributable to the manufacture or sale of the Product (and not with respect \nto any other uses or products); and (ii) that in total for such Calendar Year \ndo [ * ]. Except as set forth in this subsection (b), Versicor shall be \nsolely responsible for any royalties or other payments due a third party for \nthe Product.\n\n                  (c) Royalty payments shall be made within sixty (60) days\nafter the end of each Calendar Quarter for which royalties are due. All payments\nshall be made in U.S. Dollars and mailed to the attention of Lilly Royalty\nAdministration, Lilly Corporate Center, Indianapolis, Indiana 46285.\n\n\n[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY \nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND \nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS \nAMENDED.\n\n\n                                      -21-\n\n\n                  (d) During the term of this Agreement and after the first sale\nof the Product, Versicor shall furnish to Lilly on a quarterly basis a written\nreport covering each Calendar Quarter (each such Calendar Quarter being\nsometimes referred to herein as a \"reporting period\") showing (1) the Net Sales\nof Product in each country by Versicor or its Affiliates or sublicensees, and\n(2) the Royalty Payments, which shall have accrued under this Section 3.5 in\nrespect of such sales and the basis for calculating those royalties. With\nrespect to sales of the Product invoiced in a currency other than U.S. Dollars,\nthe Net Sales and amounts due to Lilly hereunder shall be expressed in the U.S.\nDollar equivalent calculated on a monthly basis in the currency of the country\nof sale and converted to their dollar equivalent using the official rate of\nexchange as determined by the European American Bank (or such other bank as may\nbe regularly relied upon by Versicor with respect to official exchange rates) in\neffect on the last business day of the applicable month of the Calendar Quarter\nto which the report relates. Versicor will, at Lilly's reasonable request but\nnot more frequently than once a year, inform Lilly as to the specific exchange\nrate translation methodology used for a particular country or countries. Each\nquarterly report shall be due thirty (30) days following the close of each\nreporting period. Amounts shown to have accrued by each sales report shall be\ndue and payable on the date such sales report is due.\n\n                  (e) Versicor shall keep accurate records in sufficient detail\nto enable the Royalty Payments due to be determined and verified by the audit\ndescribed in Section 3.6 for at least three years following the period in which\nsuch obligation arose. Additionally, if laws or regulations require the\nwithholding of taxes, the taxes will be deducted by Versicor from the Royalty\nPayments and remitted by Versicor to the proper tax authority. Proof of payment\nshall be provided to Lilly within ninety (90) days after payment. Versicor will\ncooperate in pursuing the refund of such tax, if such refund is appropriate in\nLilly's determination.\n\n         3.6 AUDITS. Versicor and its Affiliates and sublicensees shall keep\nfull and accurate books and records relating to the performance of its payment\nobligations required under this Agreement. During the term plus three (3) years\nafter termination or expiration of this Agreement, Lilly shall have the right,\nduring regular business hours and upon reasonable advance notice, no more often\nthan once every twelve (12) months to have such books and records audited so as\nto verify the accuracy of the payments made to Lilly. The scope of such audits\nshall be restricted to the review of not more than three (3) prior years. Such\ninformation shall be Versicor Confidential Information and, as such, subject\n\n\n\n\n                                      -22-\n\n\nto confidentiality pursuant to Section 6.3. The cost of such audit shall be\nborne by Lilly; however, in the event such audit reveals that the Royalty\nPayments to Lilly deviates by five percent (5%) or more from that revealed by\nthe audit to be actually owed, the cost of the audit shall be borne by Versicor.\nVersicor shall include in all sublicenses granted as permitted under Section 2.6\nan audit provision substantially similar to the foregoing requiring the\nsublicensee to keep full and accurate books and records relating to the Product\nand granting Lilly the right to audit the accuracy of the information reported\nby the sublicensee in connection therewith on the same terms as apply to an\naudit of Versicor's records hereunder.\n\n         3.7 LATE PAYMENTS. Any amounts not paid by Versicor when due under this\nAgreement shall be subject to interest from and including the date payment is\ndue through and including the date upon which Lilly has collected immediately\navailable funds in an account designated by Lilly at a rate equal five percent\n(5%) plus the prime rate of interest quoted in the Money Rates section of THE\nWALL STREET JOURNAL, calculated daily on the basis of a 360-day year, or similar\nreputable data source.\n\n         3.8 NO EXCUSE. Versicor shall not be excused from or relieved of its\nobligations to pay the amounts actually owed as described in this Section 3 by\nany claimed or actual event of force majeure, commercial or other\nimpracticability or impossibility, or frustration of essential purpose, except\nto the extent otherwise provided in this Agreement.\n\n                                    SECTION 4\n\n                                TERM OF AGREEMENT\n\n         4.1 TERM. The term of this Agreement shall begin upon the Effective\nDate and, unless sooner terminated as hereinafter provided, shall continue in\nfull force and effect on a country-by-country basis until Versicor, its\nAffiliates and sublicensees have no remaining royalty obligations in a country\nas set forth in Section 3.5.\n\n                                    SECTION 5\n\n                         REPRESENTATIONS AND WARRANTIES\n\n         5.1 CORPORATE EXISTENCE AND POWER. As of the Effective Date, each Party\nrepresents and warrants to the other that it (a) is a corporation duly\norganized, validly existing and in good standing under the laws of the state in\nwhich it is incorporated, and\n\n\n\n\n                                      -23-\n\n\n(b) has full corporate power and authority and the legal right to own and\noperate its property and assets and to carry on its business as it is now being\nconducted and is contemplated in this Agreement, including, without limitation,\nthe right to grant the licenses granted hereunder.\n\n         5.2 AUTHORITY. As of the Effective Date, each Party represents and\nwarrants to the other that it (a) has the corporate power and authority and the\nlegal right to enter into this Agreement and perform its obligations hereunder;\n(b) has taken all necessary corporate action on its part required to authorize\nthe execution and delivery of the Agreement and the performance of its\nobligations hereunder; and (c) the Agreement has been duly executed and\ndelivered on behalf of such Party, and constitutes a legal, valid and binding\nobligation of such Party and is enforceable against it in accordance with its\nterms.\n\n         5.3 ABSENCE OF LITIGATION. As of the Effective Date, Lilly represents\nand warrants to Versicor that it is not aware of any pending or threatened\nlitigation (and has not received any communication relating thereto) which\nalleges that Lilly's activities, with respect to the Product or the Licensed\nTechnology or otherwise related to this Agreement, have infringed or\nmisappropriated, or that by conducting the activities as contemplated herein by\nVersicor would infringe or misappropriate, any of the intellectual property\nrights of any other person. To the best Lilly's knowledge, there is no material\nunauthorized use, infringement or misappropriation of any of its intellectual\nproperty rights licensed hereunder.\n\n         5.4 NO APPROVALS OR CONSENTS. Except as otherwise described in this\nAgreement, each Party represents and warrants to the other that all necessary\nconsents, approvals and authorizations of all governmental authorities and other\npersons or entities required to be obtained by such Party in connection with\nentry into this Agreement have been obtained.\n\n         5.5 PATENTS; PRIOR ART. Except as Lilly has otherwise advised Versicor\nin writing prior to the Effective Date, Lilly represents and warrants to\nVersicor that as of the Effective Date, (a) to the best of its knowledge, it has\nsufficient legal and\/or beneficial title and ownership under its intellectual\nproperty rights necessary for it to fulfill its obligations under this\nAgreement; (b) it has granted Versicor a license to all patents and patent\napplications (with the exception of the \"Cal-Tech Patent Application\" defined in\nthe\n\n\n\n\n                                      -24-\n\n\nLicensed Patent definition) which Lilly owns or controls in connection with the\nProduct as of the Effective Date; and (c) to the best of its knowledge, there is\nno material unauthorized use, infringement or misappropriation of any of its\nintellectual property rights by third parties relevant to the Product or other\nrights granted under this Agreement. As used herein, \"intellectual property\nrights\" shall mean all patent rights, copyrights, trademarks, trade secrets, and\nconfidential and\/or proprietary chemical substances, Biological Materials,\ntechnical information, data and assays necessary or useful to make, use or sell\nthe Product.\n\n         5.6 NO CONFLICT. Each Party represents and warrants to the other that\nthe execution and delivery of the Agreement by such Party and the performance of\nsuch Party's obligations hereunder (a) do not conflict with or violate any\nrequirement of applicable law or regulation or any provision of articles of\nincorporation or bylaws of such Party in any material way, and (b) do not\nconflict with, violate or breach or constitute a default or require any consent\nunder, any contractual obligation or court or administrative order by which such\nParty is bound.\n\n         5.7 REGULATORY DOCUMENTS. Lilly represents and warrants to Versicor\nthat: (a) Lilly has furnished Versicor with access to a complete copy of the\nUnited States Regulatory Documents for the Product, including all material\namendments and supplements thereto; (b) Lilly is and was, at all times prior to\nthe Effective Date, the lawful holder of all rights under the Regulatory\nDocuments; (c) to the best of Lilly's knowledge, Lilly has complied in all\nmaterial respects with all applicable laws and regulations in connection with\nthe preparation and submission to the relevant regulatory authorities of the\nRegulatory Documents; (d) the Regulatory Documents have been approved by, and\nnothing has come to the attention of Lilly which has, or reasonably should have,\nled Lilly to believe that the Regulatory Documents are not in good standing with\nrelevant regulatory authorities; (e) Lilly has filed with the relevant\nregulatory authorities all required notices, supplemental applications and\nannual or other reports, including adverse experience reports, with respect to\nthe Regulatory Documents which are material; and (f) there is no pending or\novertly threatened action by relevant regulatory authorities which will have a\nmaterial adverse effect on the Regulatory Documents. Except for the\nrepresentations contained in this Section 5.7, upon which Versicor is relying\n(which Lilly hereby acknowledges), Versicor has had a reasonable opportunity to\nreview and evaluate the Regulatory Documents and Versicor is relying solely upon\nits own judgment and experience in connection therewith.\n\n\n\n\n                                      -25-\n\n\n         5.8 NO DEBARMENT. Each Party represents and warrants to the other that\nit will comply at all times with the provisions of the Generic Drug Enforcement\nAct of 1992 and will upon request certify in writing to the other that neither\nit, its employees, nor any person has provided services to such Party in\nconnection with the Product have been debarred under the provisions of such Act.\n\n         5.9 NO THIRD PARTY INFRINGEMENT. To the best of Lilly's knowledge,\nthere is no patent issued to a Third Party as of the Effective Date that would\nbe infringed by the manufacture, use or sale of Product.\n\n         5.10 IMPLIED WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION\n5, LILLY MAKES NO REPRESENTATION OR WARRANTY AS TO THE LICENSED PATENTS OR THE\nTRANSFERRED ASSETS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW,\nBY STATUTE OR OTHERWISE, AND LILLY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR\nSTATUTORY WARRANTIES. Without limiting the foregoing, Versicor acknowledges that\nit has not and is not relying upon any implied warranty of merchantability,\nfitness for a particular purpose or otherwise, or upon any representation or\nwarranty whatsoever as to the prospects (financial, regulatory or otherwise), or\nthe validity or likelihood of success, of the Product after the date of this\nAgreement.\n\n         5.11 NO PRIOR LICENSES. Lilly represents and warrants to Versicor that\nprior to the Effective Date Lilly has not granted any licenses or\ncovenants-not-to-sue to Third Parties with respect to the Licensed Patents or\nLicensed Technology.\n\n                                    SECTION 6\n\n               ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES\n\n         6.1 GOVERNMENTAL FILINGS. Lilly and Versicor each agree to prepare and\nfile whatever filings, requests or applications are required to be filed with\nany governmental authority in connection with this Agreement and to cooperate\nwith one another as reasonably necessary to accomplish the foregoing. Without\nlimiting the generality of the foregoing, prior to the assignment, transfer and\nconveyance by Lilly to Versicor of the Transferred Assets pursuant to Section\n2.2, Lilly shall have submitted to the relevant regulatory authorities the\ninformation required of a former owner of regulatory filings with\n\n\n\n\n                                      -26-\n\n\nrespect to the Product, and Versicor shall submit to the relevant regulatory\nauthorities the information required of a new owner of regulatory filings with\nrespect to the Product.\n\n         6.2 COMPLIANCE WITH LAW. Versicor shall comply with all federal, state\nand local laws and regulations related to Versicor's manufacture, development,\nmarketing and selling of the Product. Without limiting the generality of the\nforegoing sentence, Versicor shall not promote the Product in any manner in\nconflict with any applicable laws or regulations.\n\n         6.3 CONFIDENTIALITY. Except as provided elsewhere in this Agreement,\nLilly and Versicor each agree to maintain Confidential Information in confidence\nand not use, transfer or disclose such Confidential Information to a third party\nwithout the prior written approval of the other Party, except as is contemplated\nby this Agreement, or as is required to be disclosed to recover Damages for a\nbreach of this Agreement, or as is required to comply with any order of a court\nor any applicable rule, regulation, or law of any jurisdiction. In the event\nthat a Party is required by judicial or administrative process to disclose\nConfidential Information of the other Party (except with respect to disclosures\nto tax authorities), it shall promptly notify the other Party and allow the\nother Party a reasonable time to oppose such process. For disclosures to tax\nauthorities, no prior notification to the other Party shall be required. The\nforegoing obligations shall remain in force until ten (10) years following\ntermination of this Agreement by either Party, except with respect to trade\nsecrets for which such obligations shall continue in perpetuity.\n\n         (a) Both Lilly and Versicor shall protect Confidential Information by\n         using the same degree of care, but not less than a reasonable degree of\n         care, to prevent the unauthorized disclosure or use of Confidential\n         Information, as that Party uses to protect its own confidential\n         information of like nature.\n\n         (b) Any provision of this Agreement to the contrary notwithstanding,\n         both Lilly and Versicor are entitled to disclose Confidential\n         Information to the extent reasonably necessary for the purposes of this\n         Agreement, to their respective Affiliates and their consultants,\n         outside contractors and clinical investigators on the condition that\n         such entities agree to be bound by this Agreement with respect to\n         nondisclosure and\/or non-use of such information.\n\n\n\n\n                                      -27-\n\n\n         6.4 PUBLICITY AND DISCLOSURE OF AGREEMENT. Within ten (10) days of the\nEffective Date, the Parties shall agree in good faith on a form of press release\nwhich Versicor may release after June 6, 1999. The Parties agree that no future\npublicity release or announcement concerning the transactions contemplated\nhereby shall be issued without the advance written consent of the other Party to\nthe extent such release or announcement includes statements concerning terms of\nthis Agreement and\/or explicitly includes either Parties' trademark(s) or\nname(s), except to the extent such release or announcement may be required by\nlaw. For releases or announcements required by law, the Party making the release\nor announcement shall, before making any such release or announcement, afford\nthe other Party a reasonable opportunity to review and comment. Any copy of this\nto be filed with the Securities and Exchange Commission shall be redacted to the\nreasonable satisfaction of both Parties; provided, however, in the event that\nthe Securities and Exchange Commission objects to the redaction of any portion\nof the Agreement after the initial submission, the filing Party shall inform the\nother Party of the objections and shall in good faith respond to the objections\nin an effort to limit the disclosure required by the Securities and Exchange\nAgreement, but in any event the filing Party shall be free to include any\nportions of the Agreement it deems necessary to respond to the objections in any\nfuture filings. Further, Versicor shall have the right to disclose the Agreement\nin confidence to existing or prospective investors or acquirers and investment\nbankers and related financial service providers.\n\n         6.5 USE OF NAMES, LOGOS OR SYMBOLS. No Party hereto shall use the name,\ntrademarks, logos, physical likeness, employee names or owner symbol of the\nother Party hereto for any purpose, including, without limitation, in connection\nwith any private or public securities placements, without the prior written\nconsent of the affected Party, such consent not to be unreasonably withheld or\ndelayed so long as such use of name is limited to objective statements of fact,\nrather than for endorsement purposes. Nothing contained herein shall be\nconstrued as granting either Party any rights or license to use any of the other\nParty's trademarks or tradenames without separate, express written permission of\nthe owner of such trademark or tradename.\n\n         6.6 EXPENSES. Lilly and Versicor shall each bear their own direct and\nindirect expenses incurred in connection with the negotiation and preparation of\nthis Agreement and, except as set forth in this Agreement, the performance of\nthe obligations contemplated hereby.\n\n\n\n\n                                      -28-\n\n\n         6.7 EFFORTS. Versicor shall use Reasonable Diligence to develop and \nobtain Regulatory Approval in the Territory for both the Intravenous and Oral \nFormulations of the Product. On or before January 1,2000, Versicor shall \nprepare and submit to Lilly a detailed plan for development of the Oral \nFormulation, setting forth a description of the efforts Versicor intends to \nmake in connection with its Reasonable Diligence obligations for the Oral \nFormulation, which plan shall include at least one animal study (\"Oral \nFormulation Development Plan\"). Versicor shall provide Lilly with a \nreasonable opportunity to review and comment on the Oral Formulation \nDevelopment Plan. Except as otherwise provided in Section 2.7, Versicor shall \nbe solely responsible for all development efforts and costs associated with \ndeveloping and obtaining Regulatory Approval of both the Intravenous and Oral \nFormulations of the Product. Lilly and Versicor each hereby agree to use all \nreasonable efforts to take, or cause to be taken, all actions and to do, or \ncause to be done, all things necessary or proper to make effective the \ntransactions contemplated by this Agreement, including such actions as may be \nreasonably necessary to obtain approvals and consents of governmental Persons \nand other Persons (including, without limitation, all applicable drug listing \nand notifications to the relevant regulatory authorities identifying Versicor \nas a licensee of the Product); PROVIDED that no Party shall be required in \nconnection with such activities to (1) make any payments (other than as \nexpressly required pursuant to this Agreement), or (2) assume any other \nmaterial obligation not otherwise required to be assumed by this Agreement. \nIn the event Versicor or its sublicensees fail to undertake Reasonable \nDiligence in developing and\/or obtaining Regulatory Approval of the \nIntravenous Formulation and\/or the Oral Formulation of the Product in a \nparticular country in the Territory, such failure shall be considered a \nmaterial default of this Agreement for which Lilly shall be entitled to \nterminate this Agreement under Section 9.1 (b) solely with respect to such \nparticular country and only as to the affected formulation (I.E., IV or oral) \n(but may not terminate the entire Agreement under Section 9.1 (d) for any \nsuch default), PROVIDED THAT Versicor (or its sublicensee) does not cure such \nfailure within sixty (60) days of written notice from Lilly specifying its \nbelief that such failure has occurred and the reasons therefor. However, \nLilly shall not be entitled to exercise the foregoing termination rights if \nVersicor reasonably disputes Lilly's contention that Versicor has failed in \nsuch Reasonable Diligence until after the Parties have first pursued dispute \nresolution discussions and procedures as required under Section 10.14 with \nrespect to such dispute. In the event of an uncured default by Versicor of \nits obligations to use Reasonable Diligence for the Oral Formulation prior to \nfirst human dose on an Oral Formulation, Lilly shall be entitled to terminate \nVersicor's license under Section 2.1 (a) in the Territory only with respect \nto the Oral Formulation, after first\n\n\n\n\n                                      -29-\n\n\npursuing dispute resolution discussions and procedures as required under Section\n10.14 (if Versicor disputes Lilly's claim that Versicor defaulted on such\nobligation), and Versicor shall, and hereby does, grant to Lilly the license\ndescribed in Section 2. l(c) with respect to such Oral Formulation.\n\n         6.8 COOPERATION. If either Party shall become engaged in or participate\nin any investigation, claim, litigation, interference or other proceeding with\nany third party, including any proceeding before a relevant regulatory\nauthority, relating in any way to the Product or any of the Licensed Patents the\nother Party shall cooperate in all reasonable respects with such Party in\nconnection therewith, including, without limitation, using its reasonable\nefforts to make available to the other Party such party's employees who may be\nhelpful with respect to such investigation, claim, litigation, interference or\nother proceeding, provided that, for purposes of this provision, reasonable\nefforts to make available any employee shall be deemed to mean providing a Party\nwith reasonable access to any such employee at no cost for a period of time not\nto exceed 24 hours (e.g., three 8-hour business days). Thereafter, any such\nemployee shall be made available for such time and upon such terms and\nconditions (including, but not limited to, compensation) as the Parties may\nmutually agree.\n\n         6.9 CONFLICTING RIGHTS. Lilly shall not grant any right to any third\nparty relating to the Licensed Patents or Licensed Technology that would violate\nthe terms of or conflict with the rights granted to Versicor pursuant to this\nAgreement.\n\n         6.10 MANUFACTURING. After the Effective Date, Versicor shall be solely\nresponsible for the manufacture of the Product, including without limitation for\nclinical trials and commercialization. In the event Lilly exercises the Lilly\nDevelopment Option, Lilly shall assume manufacturing responsibilities for the\nOral Formulation.\n\n         6.11 DEEMED BREACH OF COVENANT. Neither Lilly nor Versicor shall be\ndeemed to be in breach of any covenant contained in this Section 6 if such\nParty's deemed breach is the result of any action or inaction on the part of the\nother Party.\n\n\n\n\n                                      -30-\n\n\n                                    SECTION 7\n\n                        INTELLECTUAL PROPERTY MANAGEMENT\n\n          7.1 PATENT PROSECUTION AND MAINTENANCE. Except to the extent otherwise\nagreed by the Parties pursuant to subsection (f) and Section 7.3 below, Versicor\nshall be responsible for the preparation, filing, prosecution and maintenance of\nthe Licensed Patents including all payment obligations and shall on an ongoing\nbasis promptly furnish copies of all related documents to Lilly within thirty\n(30) days of receipt or deposition.\n\n                  a) Versicor shall, subject to the prior approval of Lilly (not\n         to be unreasonably withheld), select registered patent attorneys or\n         patent agents to provide services for preparing, filing, prosecuting\n         and maintaining the Licensed Patents on behalf of Versicor and Lilly.\n         Versicor shall directly pay such attorneys or agents and provide Lilly\n         copies of each invoice associated with such services, as well as\n         documentation that such invoices have been paid.\n\n                  b) Lilly shall provide appropriate powers of attorney and\n        other documents necessary to undertake such actions to the patent\n        attorneys or patent agents providing such services.\n\n                  c) Versicor and its attorneys or agents shall consult with\n        Lilly in all aspects of the preparation, filing, prosecution and\n        maintenance of the Licensed Patents and shall provide Lilly sufficient\n        opportunity to comment on any document that Versicor intends to file or\n        to cause to be filed with the relevant intellectual property or patent\n        office.\n\n                  d) Each Party shall promptly inform the other as to all\n        matters that come to its attention that may affect the preparation,\n        filing, prosecution, or maintenance of the Licensed Patents and permit\n        each other to provide comments and suggestions with respect to such\n        activities, which comments and suggestions shall be reasonably\n        considered by the other Party.\n\n                  e) Upon receipt of approval to market Product in a country of\n         a Territory, Lilly shall provide assistance to Versicor in obtaining\n         patent extensions, supplementary protection certificates, and the like\n         for the Licensed Patents to the\n\n\n\n\n                                      -31-\n\n\n         extent the laws of the country provide it. It is understood that\n         Versicor is responsible for promptly notifying Lilly of receipt of\n         Regulatory Approval. Versicor shall provide Lilly with at least sixty\n         (60) days prior written notice before surrendering or abandoning any\n         Licensed Patent in any country of the Territory.\n\n                  f) Except with respect to those patents and patent\n        applications listed on List A-1 (\"core patents and patent applications\")\n        in EXHIBIT A that are filed in a country in the Major Market Countries,\n        upon ninety (90) days written notice to Lilly, Versicor may elect to\n        surrender its rights under any particular Licensed Patent in any country\n        in the Territory and owe no payment or other obligation under this\n        section for patent-related expenses incurred in that country as to such\n        Licensed Patent as of the effective date of such written notice. To the\n        extent that Lilly desires to continue maintenance and\/or prosecution of\n        such Licensed Patents in such countries which Versicor has elected to\n        surrender rights, Versicor shall cooperate fully with Lilly, its\n        attorneys, and agents in assuming such responsibilities and provide\n        Lilly with complete copies of any and all documents or other materials\n        that Lilly deems necessary to undertake such responsibilities.\n\n         7.2 RIGHT TO RECLAIM PATENT MANAGEMENT RESPONSIBILITIES. In the event\nthat Lilly exercises the Lilly Development Option, Lilly may provide Versicor\nwith written notice that Lilly wishes to assume control as of a certain date of\nthe preparation, filing, prosecution and maintenance of any or all patent\napplications and patents (\"Selected Patents\") included in the Licensed Patents.\n\n                  a) If Lilly elects to assume responsibilities for Selected\n         Patents, Versicor agrees to cooperate fully with Lilly, its attorneys,\n         and agents in the preparation, filing, prosecution and maintenance\n         related to the Selected Patents and, upon request, to provide Lilly\n         with complete copies of any and all documents or other materials that\n         Lilly deems necessary to undertake such responsibilities. Lilly shall\n         assume responsibility for all costs associated with the Selected\n         Patents, including costs associated with transferring patent\n         prosecution responsibilities to an attorney or agent of Lilly's choice,\n         as of the date specified by Lilly in its election notice.\n\n                  b) Lilly and its attorneys or agents shall consult with\n         Versicor in all aspects of the preparation, filing, prosecution and\n         maintenance of the Selected\n\n\n\n\n                                      -32-\n\n\n         Patents and shall provide Versicor sufficient opportunity to comment on\n         any document related thereto that Lilly intends to file or to cause to\n         be filed with the relevant intellectual property or patent office.\n\n                  c) Each Party shall promptly inform the other as to all\n         matters that come to its attention that may affect the preparation,\n         filing, prosecution, or maintenance of the Selected Patents and permit\n         each other to provide comments and suggestions with respect to such\n         activities, which comments and suggestions shall be reasonably\n         considered by the other Party.\n\n                  d) Lilly shall provide ninety (90) days prior written notice\n         to Versicor prior to any abandonment or surrender of rights by Lilly\n         related to any or all of the Selected Patents, and Versicor shall have\n         the right to notify Lilly of its election as of a certain date during\n         such ninety (90) day period to resume responsibilities for such\n         Selected Patents. If Versicor elects to resume responsibility of any or\n         all of such Selected Patents, Lilly shall cooperate fully with\n         Versicor, its attorneys, and agents in assuming the responsibilities of\n         such related patent applications and patents and to provide Versicor\n         with complete copies of any and all documents or other materials that\n         Versicor deems necessary to undertake such responsibilities. Versicor\n         shall assume responsibility for all costs associated with the Selected\n         Patents for which it elects to resume responsibility under this\n         subsection (d), including costs associated with transferring patent\n         prosecution responsibilities to an attorney or agent of Versicor's\n         choice, as of the date specified by Versicor in its election notice.\n\n         7.3      INFRINGEMENT AND MISAPPROPRIATION.\n\n                  (a) NOTICE. Each Party shall promptly notify the other in\nwriting of any alleged infringement or misappropriation by third parties of any\nLicensed Patent or Licensed Technology and provide any information available to\nthat Party relating to such alleged infringement or misappropriation.\n\n                  (b) ENFORCEMENT OF LICENSED PATENTS. Versicor shall have the\nprimary right, but not the obligation, to take action in its own name to secure\nthe cessation of any infringement or misappropriation or to enter suit against\nthe infringer. Any such action will be at Versicor's expense, employing counsel\nof its own choosing. If Versicor elects\n\n\n\n\n                                      -33-\n\n\nnot to exercise its right to prosecute or take other appropriate action in\nconnection with an infringement or misappropriation of the Licensed Patents or\nfails to take any such action within sixty (60) days of first receiving of such\ninfringement or misappropriation, Lilly may do so at its own expense,\ncontrolling such action. In the event of any infringement or misappropriation\nsuit against a third party brought by either Party pursuant to this Section, the\nParty so proceeding shall pay to the other Party all of its costs and expenses\n(but not attorney's fees) in connection with such action and such other Party\nshall join in and reasonably cooperate with respect to such action to the extent\nnecessary to initiate and maintain it (e.g., by providing relevant documents,\nwitnesses and testimony, etc.).\n\n                  (c) ALLOCATION OF DAMAGES OR OTHER MONETARY AWARDS. If\nVersicor brings action, any Damages or other monetary awards recovered by\nVersicor shall be applied proportionately first to defray the unreimbursed costs\nand expenses (including reasonable attorneys' fees) incurred by either or both\nParties in the action. If any balance remains, Versicor shall second pay to\nLilly an amount equal to the royalty that Lilly would otherwise be entitled to\nunder this Agreement if such remaining balance was treated as Net Sales. If any\nbalance remains after payment to Lilly, such balance shall be the property of\nVersicor. If Versicor fails to bring action and Lilly brings action, any Damages\nor other monetary awards recovered by Lilly shall be applied first to defray the\ncosts and expenses (including reasonable attorneys' fees) incurred in the action\nby either or both of the Parties. If any balance remains, Lilly shall second\nretain as its own property an amount equal to the royalty that Lilly would\notherwise be entitled to under this Agreement if such remaining balance was\ntreated as Net Sales. If any balance remains, such balance shall be the property\nof Versicor.\n\n                  (d) SETTLEMENT PROCEDURES. No settlement, consent judgment or\nother voluntary final disposition of a suit being prosecuted by a Party under\nthis Section 7.3 may be entered into without the consent of the other Party if\nsuch settlement, consent judgment or other voluntary final disposition would\nalter, derogate or diminish such other Party's rights under the Agreement or\notherwise materially adversely affect such other Party, which consent shall not\nbe unreasonably withheld or delayed.\n\n                                   SECTION 8 \n\n                                 INDEMNIFICATION\n\n         8.1      INDEMNIFICATION.\n\n\n\n\n                                      -34-\n\n\n               (a) Lilly shall indemnify, defend and hold Versicor (and its \ndirectors, officers, employees, and Affiliates) harmless from and against any \nand all Damages incurred or suffered by Versicor (and its directors, \nofficers, employees, and Affiliates) (excluding incidental or consequential \nDamages suffered or incurred by Versicor directly (as opposed to incidental \nor consequential Damages suffered or incurred by third parties who are, in \nturn, seeking the same from Versicor, which shall be covered by the indemnity \nset forth herein)) as a consequence of third party claims or actions based \nupon:\n\n                    (1) any breach of any representation or warranty made by\nLilly in this Agreement;\n\n                    (2) any failure to perform duly and punctually any covenant,\nagreement or undertaking on the part of Lilly contained in this Agreement;\n\n                    (3) any Excluded Liabilities.\n\n               (b) Versicor shall indemnify, defend and hold Lilly (and its \ndirectors, officers, employees, and Affiliates) harmless from and against any \nand all Damages incurred or suffered by Lilly (and its directors, officers, \nemployees, and Affiliates) (excluding incidental or consequential Damages \nsuffered or incurred by Lilly directly (as opposed to incidental or \nconsequential Damages suffered or incurred by third parties who are, in turn, \nseeking the same from Lilly, which shall be covered by the indemnity set \nforth herein)) as a consequence of third party claims or actions based on:\n\n                    (1) any breach of any representation or warranty made by\nVersicor in this Agreement;\n\n                    (2) any failure to perform duly and punctually any covenant,\nagreement or undertaking on the part of Versicor contained in this Agreement;\n\n                    (3) and the Versicor Responsibilities, including; any action\nor inaction by Versicor (and its agents, directors, officers, employees,\nAffiliates and sublicensees) related to the making, using, selling, offering to\nsell, or importing of the Product or Transferred Assets after the Effective\nDate, except to the extent such action or inaction is caused by the misconduct\nor negligence of Lilly.\n\n\n\n\n                                      -35-\n\n\n         8.2 NOTICE AND OPPORTUNITY TO DEFEND. Promptly after receipt by a Party\nhereto of notice of any claim which could give rise to a right to\nindemnification pursuant to Section 8.1, such Party (the \"Indemnified Party\")\nshall give the other Party (the \"Indemnifying Party\") written notice describing\nthe claim in reasonable detail. The failure of an Indemnified Party to give\nnotice in the manner provided herein shall not relieve the Indemnifying Party of\nits obligations under this Section, except to the extent that such failure to\ngive notice materially prejudices the Indemnifying Party's ability to defend\nsuch claim. The Indemnifying Party shall have the right, at its option, either\nto compromise or defend, at its own expense and by its own counsel, any such\nmatter involving the asserted liability of the Party seeking such\nindemnification, except as provided below. The Indemnifying Party shall promptly\n(and in any event not less than twenty (20) days after receipt of the\nIndemnified Party's original notice) notify the Indemnified Party in writing of\nits intention to either compromise or defend such matter, and the Indemnified\nParty agrees to cooperate fully with the Indemnifying Party and its counsel in\nthe compromise or defense against any such asserted liability. All reasonable\ncosts and expenses incurred in connection with such cooperation shall be borne\nby the Indemnifying Party. If the Indemnifying Party elects in writing not to\ncompromise or defend the asserted liability, fails to notify the Indemnified\nParty of its election to compromise or defend as herein provided, fails to admit\nits obligation to indemnify under this Agreement with respect to the claim\nfollowing a written request of the Indemnified Party (except in the case where\nthe Indemnifying Party denies, on reasonable grounds, that it has such an\nobligation (which dispute shall be resolved under Section 10.14)), or, if in the\nreasonable opinion of counsel to the Indemnified Party, the claim could result\nin the Indemnified Party becoming subject to injunctive relief or relief other\nthan the payment of money Damages that could materially adversely affect the\nongoing business of the Indemnified Party in any manner, the Indemnified Party\nshall have the right, at its option, to pay, compromise or defend such asserted\nliability by its own counsel and its reasonable costs and expenses shall be\nincluded as part of the indemnification obligation of the Indemnifying Party\nhereunder; provided, however, in the event the Indemnifying Party intends to\ncompromise or settle a claim under this Section 8.2, the Indemnifying Party\nshall provide at least ten (10) business days prior written notice to the\nIndemnified Party describing the proposed compromise or settlement in order that\nthe Indemnified Party may comment and\/or object. Notwithstanding the foregoing,\nneither the Indemnifying Party nor the Indemnified Party may settle or\ncompromise any claim under this Section 8.2 over the written objection of the\nother Party if such settlement or compromise could reasonably result in a\nmaterial adverse effect on the other Party or otherwise alter, diminish or\nderogate the other Party's\n\n\n\n\n                                      -36-\n\n\nrights under this Agreement. In any event, the Indemnified Party and the\nIndemnifying Party may participate, at their own expense, in the defense of such\nasserted liability. If the Indemnifying Party defends any claim, the Indemnified\nParty shall make available to the Indemnifying Party any books, records or other\ndocuments within its control that are necessary or appropriate for such defense.\nNotwithstanding anything to the contrary in this Section 8.2, (1) the Party\nconducting the defense of a claim shall (A) keep the other Party informed on a\nreasonable and timely basis as to the status of the defense of such claim (but\nonly to the extent such other Party is not participating jointly in the defense\nof such claim), and (B) conduct the defense of such claim in a prudent manner,\nand (2) the Indemnifying Party shall not cease to defend any claim (except\npursuant to a permitted settlement or compromise thereof) without the prior\nwritten consent of the Indemnified Party (which consent shall not be\nunreasonably withheld).\n\n         8.3 INDEMNIFICATION PAYMENT OBLIGATION. No Indemnifying Party will have\nany obligations under Sections 8.1(a) or 8.1(b) until the cumulative aggregate\namount of Damages incurred or suffered by the Indemnified Party (or which likely\nwould be incurred or suffered if the relevant claim were successful) which the\nIndemnifying Party is otherwise subject to under this Agreement exceeds\n$100,000, at which time the entire cumulative aggregate amount of such Damages\nshall be covered. The provisions of this Section 8.3 shall not limit or\notherwise affect the obligations of any Indemnifying Party under any other\nSection of this Agreement.\n\n         8.4 INDEMNIFICATION PAYMENT ADJUSTMENTS. The amount of any Damages for\nwhich indemnification is provided under this Section 8 shall be reduced to take\naccount of any net tax benefit and shall be increased to take account of any net\ntax detriment arising from the incurrence or payment of any such Damages or from\nthe receipt of any such indemnification payment and shall be reduced by the\ninsurance proceeds received and any other amount recovered, if any, by the\nIndemnified Party with respect to any Damages; provided, however, that an\nIndemnified Party shall not be subject to an obligation to pursue an insurance\nclaim relating to any Damages for which indemnification is sought hereunder. If\nany Indemnified Party shall have received any payment pursuant to this Section 8\nwith respect to any Damages and shall subsequently have received insurance\nproceeds or other amounts with respect to such Damages, then such Indemnified\nParty shall pay to the Indemnifying Party an amount equal to the difference (if\nany) between (1) the sum of the amount of those insurance proceeds or other\namounts received and the amount of the payment by such Indemnifying Party\npursuant to this Section 8 with respect\n\n\n\n\n                                      -37-\n\n\nto such Damages and (2) the amount necessary to fully and completely indemnify\nand hold harmless such Indemnified Party from and against such Damages;\nPROVIDED, HOWEVER, in no event will such Indemnified Party have any obligation\npursuant to this sentence to pay to such Indemnifying Party an amount greater\nthan the amount of the payment by such Indemnifying Party pursuant to this\nSection 8 with respect to such Damages.\n\n         8.5 INDEMNIFICATION PAYMENT. Upon the final determination of liability\nand the amount of the indemnification payment under this Section 8, the\nappropriate Party shall pay to the other in immediately available funds, within\nthirty (30) business days after such determination, the amount of any claim for\nindemnification made hereunder.\n\n         8.6 SURVIVAL. The provisions of this Section 8 shall survive any\ntermination of this Agreement with respect to actions of the Parties during the\nterm of this Agreement. Each Indemnified Party's rights under this Section 8\nshall not be deemed to have been waived or otherwise affected by such\nIndemnified Party's waiver of the breach of any representation, warranty,\nagreement or covenant contained in or made pursuant this Agreement, unless such\nwaiver expressly and in writing also waives any or all of the Indemnified\nParty's right under this Section 8.\n\n                                   SECTION 9 \n\n                                   TERMINATION\n\n         9.1 TERMINATION. Anything herein to the contrary notwithstanding, this\nAgreement may be terminated as follows:\n\n                    (a) VERSICOR VOLUNTARY TERMINATION. Versicor may terminate\nthis Agreement at any time by giving ninety (90) days written notice of its\nintention to terminate.\n\n                    (b) LILLY TERMINATION FOR CAUSE. Lilly may terminate this\nAgreement solely with respect to a particular country and as to the applicable\nformulation (I.E., IV or oral) for Versicor's uncured breach of its obligations\nof Reasonable Diligence in such country with respect to such formulation of the\nProduct as provided in Section 6.7.\n\n\n\n\n                                      -38-\n\n\n                  (c) TERMINATION FOR BANKRUPTCY. If either Versicor or \nLilly (1) makes a general assignment for the benefit of creditors; (2) files \nan insolvency petition in bankruptcy; (3) petitions for or acquiesces in the \nappointment of any receiver, trustee or similar officer to liquidate or \nconserve its business or any substantial part of its assets; (4) commences \nunder the laws of any jurisdiction any proceeding involving its insolvency, \nbankruptcy, reorganization, adjustment of debt, dissolution, liquidation or \nany other similar proceeding for the release of financially distressed \ndebtors; or (5) becomes a Party to any proceeding or action of the type \ndescribed above in (3) or (4) and such proceeding or action remains \nundismissed or unstayed for a period of more than sixty (60) days, then the \nother Party may by written notice terminate this Agreement in its entirety \nwith immediate effect.\n\n                  (d) TERMINATION FOR DEFAULT.\n\n                  (1) Versicor and Lilly each shall have the right (except as \notherwise provided in Section 6.7) to terminate this Agreement with respect \nto the Product for default upon the other Party's uncured failure to comply \nin any material respect with the terms and conditions of this Agreement. At \nleast sixty (60) days prior to any such termination for default, the Party \nseeking to so terminate shall give the other written notice of its intention \nto terminate this Agreement in accordance with the provisions of this Section \n9.1(d), which notice shall set forth the default(s) which form the basis for \nsuch termination. If the defaulting Party fails to correct such default(s) \nwithin sixty (60) days after receipt of notification, or if the same cannot \nreasonably be corrected or remedied within sixty (60) days, then if the \ndefaulting Party has not commenced curing said default(s) within said sixty \n(60) days and is not diligently pursuing completion of same, then such Party \nimmediately may terminate this Agreement with respect to such Product.\n\n                  (2) This Section 9.1 (d) shall not be an exclusive remedy\nand shall not be in lieu of any other remedies available to a Party hereto for\nany default hereunder on the part of the other Party.\n\n                  (e) RIGHTS UPON TERMINATION.\n\n                  (1) LILLY RIGHTS UPON TERMINATION. In the event of \ntermination of the entire Agreement by Lilly under Sections 9.1(b) or 9.1(d) \nor termination by\n\n\n\n\n                                      -39-\n\n\nVersicor under Section 9.1(a), payment by Versicor to Lilly of all amounts\nactually earned and accrued by Lilly but remaining unpaid as of the effective\ndate of such termination shall be immediately accelerated and all such amounts\nshall be immediately due and payable by Versicor to Lilly on the date of\ntermination. Additionally, the license granted by Lilly to Versicor shall\nimmediately terminate and the ownership of the Product Data Package shall\nimmediately revert back to Lilly with no further notice required on Lilly's\nbehalf. Consequently, notwithstanding anything else contained in this Agreement\nto the contrary, (A) Lilly shall have the right, directly or indirectly, to\nmake, use, sell, offer to sell and import the Product in the Territory and (B)\nVersicor shall have no further rights in the Product whatsoever.\n\n                    (2) VERSICOR RIGHTS UPON TERMINATION UPON DEFAULT BY LILLY.\nIn the event of termination of this Agreement by Versicor under Section 9.1(d),\nVersicor shall (A) have no further obligation to make any payments under\nSections 3.2 and 3.3 of the Agreement as of the effective date of the\ntermination, and (B) retain all of the rights under the licenses granted by\nLilly to Versicor hereunder with respect to the Product.\n\n                    (3) ASSISTANCE FOLLOWING TERMINATION. In the event of \ntermination of this Agreement pursuant to Section 9.1(b), 9.1(c) or 9.1(d) \nand if Lilly so requests, Versicor shall provide reasonable assistance to \nLilly for a period of ninety (90) days following the date of notice of \ntermination. Additionally, Versicor shall (and shall cause any subcontractors \nunder contract with Versicor) grant to Lilly an exclusive license (but solely \nin the country or countries where such termination occurred) to all Versicor \nImprovements related to Product, including but not limited to, all applicable \nregulatory files and filings related to the Product and any patents or patent \napplications encompassing Versicor Improvements, solely to develop, make, \nhave made, use, sell, offer to sell and import the Product in such countries.\n\n                  (f) CONTINUING OBLIGATIONS. Except as otherwise provided \nabove, termination of this Agreement for any reason shall not relieve the \nParties of any obligation accruing prior thereto and shall be without \nprejudice to the rights and remedies of either Party with respect to any \nantecedent breach of the provisions of this Agreement. Without limiting the \ngenerality of the foregoing, no termination of this Agreement, whether by \nlapse of time or otherwise, shall serve to terminate the obligations of the \nParties hereto under Sections 2.1(b), 3.4, 3.5 (only in the event Versicor \nterminates under Section 9.1(d)), 3.6, 3.7, 6.3, 6.4, 6.5, 7.1 (only in the \nevent Versicor terminates under Section\n\n\n\n\n                                      -40-\n\n\n9.1(d), 7.2 (only in the event Versicor terminates under Section 9.1(d)), all \nof Section 8, subsections 9.1, 9.2, all of Section 10 and such other Sections \nas by their nature should survive, and such obligations shall survive any \nsuch termination.\n\n         9.2 BIOLOGICAL MATERIAL. Upon termination of this Agreement, whether by\nLilly or Versicor, Versicor shall cease all use of any Biological Materials and\nshall, upon request, return or destroy (at Lilly's option) all Biological\nMaterials under its control or in its possession within sixty (60) days and\nprovide a written warranty by an Officer of Versicor that the Biological\nMaterials have been returned or destroyed.\n\n                                   SECTION 10 \n\n                                  MISCELLANEOUS\n\n         10.1 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and\nshall inure to the benefit of the Parties hereto and their respective successors\nand assigns. No assignment of this Agreement or Of any rights hereunder shall\nrelieve the assigning Party of any of its obligations or liability hereunder. In\nthe event Versicor assigns this Agreement to a third party or a third party\nacquires substantially all of the assets or greater than forty percent (40%)\noutstanding shares of, or merges with, Versicor (\"Change of Control\"), as the\ncase may be, Lilly shall have the right, in its sole discretion, to terminate\nthe Versicor Co-Promotion Right in Section 2.7(g). Notwithstanding the\nforegoing, Lilly may assign its rights and obligations under this Agreement to\nan Affiliate.\n\n         10.2 NOTICES. All notices or other communications required or permitted\nto be given hereunder shall be in writing and shall be deemed to have been duly\ngiven if delivered by hand, facsimile and confirmed in writing or mailed first\nclass, postage prepaid, by registered or certified mail, return receipt\nrequested (mailed notices shall be deemed to have been given three (3) days\nafter mailing; notices sent by facsimile and confirmed in writing shall be\ndeemed given on the date sent) as follows:\n\n         If to Lilly, as follows:\n\n              Eli Lilly and Company\n              Lilly Corporate Center\n              Indianapolis, Indiana 46285\n              Facsimile: (317) 276-6221\n              Attn: General Counsel\n\n         If to Versicor, as follows:\n\n\n\n\n                                      -41-\n\n\n                  Versicor Inc.\n                  Two Corporate Drive\n                  South San Francisco, California 94080\n                  Facsimile: (650) 829-4303\n                  Attn: Chief Executive Officer\n\nor in any case to such other address or addresses as hereafter shall be\nfurnished as provided in this Section 10.2 by any Party hereto to the other\nParty.\n\n         10.3 WAIVER; REMEDIES. Any term or provision of this Agreement may be\nwaived at any time by the Party entitled to the benefit thereof by a written\ninstrument executed by such Party. No delay on the part of Lilly or Versicor in\nexercising any right, power or privilege hereunder shall operate as a waiver\nthereof, nor shall any waiver on the part of either Lilly or Versicor of any\nright, power or privilege hereunder operate as a waiver of any other right,\npower or privilege hereunder nor shall any single or partial exercise of any\nright, power or privilege hereunder preclude any other or further exercise\nthereof or the exercise of any other right, power or privilege hereunder. The\nindemnification provided in Section 8 shall be the sole remedy available for any\nDamages arising out of or in connection with this Agreement except for any\nrights or remedies which the Parties hereto may otherwise have in equity.\n\n         10.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement\nbetween the Parties with respect to the subject matter hereof and supersedes all\nprior communications, agreements or understandings, written or oral, of the\nParties relating thereto.\n\n         10.5 AMENDMENT. This Agreement may be modified or amended only by\nwritten agreement of the Parties hereto.\n\n\n         10.6 COUNTERPARTS. This Agreement may be executed in any number of\ncounterparts, each of which shall be deemed an original but all of which\ntogether shall constitute a single instrument.\n\n         10.7 GOVERNING LAW. This Agreement shall be governed and construed in\naccordance with the laws of the State of Indiana, excluding any choice of law\nrules that may direct the application of the law of another state.\n\n\n\n\n                                      -42-\n\n\n         10.8 CAPTIONS. All section titles or captions contained in this\nAgreement, in any Exhibit referred to herein and the table of contents, if any,\nto this Agreement are for convenience only, shall not be deemed a part of this\nAgreement and shall not affect the meaning or interpretation of this Agreement.\n\n         10.9 NO THIRD PARTY RIGHTS OR OBLIGATIONS. No provision of this\nAgreement shall be deemed or construed in any way to result in the creation of\nany rights or obligation in any Person not a Party to this Agreement.\n\n         10.10 SEVERABILITY. If any provision of this Agreement is found or\ndeclared to be invalid or unenforceable by any court or other competent\nauthority having jurisdiction, such finding or declaration shall not invalidate\nany other provision hereof, and this Agreement shall thereafter continue in full\nforce and effect.\n\n         10.11 ATTACHMENTS. All Exhibits and other attachments to this Agreement\nare by this reference incorporated herein and made a part of this Agreement.\n\n         10.12 DISCLAIMER OF AGENCY. This Agreement shall not constitute any\nParty the legal representative or agent of another, nor shall any Party have the\nright or authority to assume, create, or incur any third party liability or\nobligation of any kind, express or implied, against or in the name of or on\nbehalf of another except as expressly set forth in this Agreement.\n\n         10.13 INTERPRETATION. This Agreement has been jointly prepared by the\nParties and their respective legal counsel and shall not be strictly construed\nagainst either Party.\n\n         10.14 DISPUTE RESOLUTION. In the event of any dispute relating to this\nAgreement, prior to instituting any lawsuit, arbitration or other dispute\nresolution process on account of such dispute, the Parties shall attempt in good\nfaith to settle such dispute first by negotiation and consultation between\nthemselves, including referral of such dispute to the Chief Executive Officer of\nVersicor and Group Vice President of Lilly Research Laboratories. In the event\nsaid executives are unable to resolve such dispute or agree upon a mechanism to\nresolve such dispute within sixty (60) days of the first written request for\ndispute resolution under this Section 10.14, the Parties shall then consider\nother forms of alternative dispute resolution as a means of resolving any such\ndispute. Thereafter, either Party shall be free to institute litigation and seek\nsuch remedies as may be available.\n\n\n\n\n                                      -43-\n\n\nNotwithstanding anything in this Agreement to the contrary, either Party shall\nbe entitled to institute litigation immediately if the same shall be necessary\nto prevent irreparable harm to either Party.\n\n         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted and delivered on the day and year first above written.\n\nELI LILLY AND COMPANY                       VERSICOR, INC.\n\nBy:      \/s\/ August M. Watanabe             By:    \/s\/ George E. Horner III   \n    ---------------------------------           ------------------------------\n         August M. Watanabe, M.D                     George E. Horner III\n         Executive Vice President                    President and CEO\n\nVersicor\/License Agreement\n\n\n\n\n                                      -44-\n\n\n\n                                    EXHIBIT A\n\nLIST A-1 (\"CORE PATENTS AND PATENT APPLICATIONS\")\n\n                            PENDING U.S. APPLICATIONS\n\n\n<caption>\n-----------------------------------------------------------------------------------------------------\n              TITLE                       U.S.           FILING DATE       FIRST NAMED INVENTOR\n                                      APPLICATION #\n\n-----------------------------------------------------------------------------------------------------\n                                                              \n Cyclic Peptide Antifungal Agents       08\/449056         5\/24\/1995    Burkhardt, Frederick J.\n         and Process for\n       Preparation Thereof\n-----------------------------------------------------------------------------------------------------\n    Cyclic Peptide Antifungal           09\/291900         4\/14\/1999    Burkhardt, Frederick J.\n      Agents and Process for\n       Preparation Thereof\n-----------------------------------------------------------------------------------------------------\n        Echinocandin\/Carbo-             60\/122692          3\/3\/1999    Larew, Larry A.\n        hydrate Complexes\n-----------------------------------------------------------------------------------------------------\n           Echinocandin                 60\/122623          3\/3\/1999    Milton, Nathaniel\n          Pharmaceutical\n     Formulations Containing\n         Micelle-Forming\n           Surfactants\n-----------------------------------------------------------------------------------------------------\n       Processes for Making             60\/122693          3\/3\/1999    Schwier, John R.\n     Pharmaceutical Oral ECB\n         Formulations and\n           Compositions\n-----------------------------------------------------------------------------------------------------\n Formation and Anion-Exchange of        60\/123073          3\/3\/1999    Dalder, Brian W.\n           Crystalline\n      Echinocandin Ammonium\n              Salts\n-----------------------------------------------------------------------------------------------------\n\n\n                                       1\n\n\n\n                                    EXHIBIT A\n\nLIST A-2 (\"NON-CORE PATENTS AND PATENT APPLICATIONS\")\n\n                                 ISSUED PATENTS\n\n<caption>\n-----------------------------------------------------------------------------------------------------------\n                                                              DATE OF\n               TITLE                     PATENT #             ISSUANCE      FIRST NAMED INVENTOR\n-----------------------------------------------------------------------------------------------------------\n                                                                   \n     Derivatives of S31794\/F-1         US 4,287,120           9\/1\/1981      Abbott, Bernard J.\n              Nucleus\n-----------------------------------------------------------------------------------------------------------\n    Method of Producing the A-         US 4,288,549           9\/8\/1981      Boeck, LaVerne D.\n         30912 Antibiotics\n-----------------------------------------------------------------------------------------------------------\n      Derivatives of A-30912B          US 5,293,488          10\/6\/1981      Debono, Manuel\n              Nucleus\n-----------------------------------------------------------------------------------------------------------\n      Derivatives of A-30912A          US 4,293,489          10\/6\/1981      Debono, Manuel\n              Nucleus\n-----------------------------------------------------------------------------------------------------------\n        A-30912B Nucleus &amp; US 4,299,763          11\/10\/1981     Abbott, Bernard J.\n        Deacylation Process\n-----------------------------------------------------------------------------------------------------------\n  Derivatives of A-30912D Nucleus      US 4,320,053          3\/16\/1982      Abbott, Bernard J.\n-----------------------------------------------------------------------------------------------------------\n      Derivatives of A-30912B          US 4,322,338          3\/10\/1982      Abbott, Bernard J.\n              Nucleus\n-----------------------------------------------------------------------------------------------------------\n      Process for Purifying            US 5,573,936         11\/12\/1996      Kreuzman, Adam J.\n     Echinocandin B Deacylase\n-----------------------------------------------------------------------------------------------------------\n     Cyclic Peptide Antifungal         US 5,629,289          5\/13\/1997      Rodriguez, Micahel J.\n              Agents\n-----------------------------------------------------------------------------------------------------------\n     Cyclic Peptide Antifungal         US 5,652,213          7\/29\/1997      Jamison, James A.\n              Agents\n-----------------------------------------------------------------------------------------------------------\n     Cyclic Peptide Antifungal         US 5,629,290          5\/13\/1997      Lagrandeur, Lisa A.\n              Agents\n-----------------------------------------------------------------------------------------------------------\n     Cyclic Peptide Antifungal         US 5,786,325          7\/28\/1998      Borromeo, Peter S.\n       Agents and Methods of\n         Making and Using\n-----------------------------------------------------------------------------------------------------------\n Cyclic Peptide Antifungal Agents      US 5,693,611          12\/2\/1997      Henle, Stacy K.\n-----------------------------------------------------------------------------------------------------------\n Cyclic Peptide Antifungal Agents      US 5,618,787           4\/8\/1997      Jamison, James A.\n-----------------------------------------------------------------------------------------------------------\n     Cyclic Peptide Antifungal         US 5,646,111           7\/8\/1997      Borromeo, Peter S.\n              Agents\n-----------------------------------------------------------------------------------------------------------\n Method For Treating Pneumocysits  South African Patent      11\/25\/1992     Current, William L.\n                                          91-1447\n-----------------------------------------------------------------------------------------------------------\n\n\n                                       2\n\n\n\n                                    EXHIBIT A\n\nLIST A-2 (CONTINUED)\n\n                            PENDING U.S. APPLICATIONS\n\n\n<caption>\n----------------------------------------------------------------------------------------------------\n             TITLE                       U.S.            FILING DATE   FIRST NAMED INVENTOR\n                                    APPLICATION #\n\n----------------------------------------------------------------------------------------------------\n                                                              \n   Cyclic Peptide Antifungal          08\/032228           3\/17\/1993    Burkhardt, Frederick J.\n    Agents and Process for\n      Preparation Thereof\n----------------------------------------------------------------------------------------------------\n   Cyclic Peptide Antifungal          08\/873480           6\/12\/1997    Burkhardt, Frederick J.\n    Agents and Process for\n      Preparation Thereof                                              .\n----------------------------------------------------------------------------------------------------\n   Cyclic Peptide Antifungal          09\/129062            8\/4\/1998    Grutsch, John L., Jr\n            Agents\n----------------------------------------------------------------------------------------------------\n   Cyclic Peptide Antifungal          09\/245572            2\/5\/1999    Jamison, James A.\n            Agents\n----------------------------------------------------------------------------------------------------\n     Echinocandin Binding             09\/217272           12\/21\/1998   Ma, Doreen\n   Domain of 1,3-Bta-Glucan\n           Synthase\n----------------------------------------------------------------------------------------------------\n      Reversible Boronate             60\/098267           8\/28\/1998    Moser, Brian A.\n   Complexes of 1,2-C\/S Diol\n        Cyclic Peptides\n----------------------------------------------------------------------------------------------------\n Ring Modified Cyclic Peptide         60\/097228           8\/20\/1998    Borromeo, Peter S.\n            Analogs\n----------------------------------------------------------------------------------------------------\nCyclic Peptide Antifungal Agent       60\/112434           12\/16\/1998   Rodriguez, Micahel J.\n----------------------------------------------------------------------------------------------------\n   Cyclic Peptide Antifungal          60\/112433           12\/16\/1998   Rodriguez, Micahel J.\n            Agents\n----------------------------------------------------------------------------------------------------\n        Purification of               60\/111524           12\/9\/1998    Kroeff, Eugene P.\n   Echinocandin Cyclopeptide\n           Compounds\n----------------------------------------------------------------------------------------------------\n   Photochemical Process for          60\/105936           10\/28\/1998   Hitchcock, Stephen A.\n     Making 1-Deoxy-2-Keto\n          Derivatives\n----------------------------------------------------------------------------------------------------\n\n\n                                       3\n\n\n\n\n                        EXHIBIT C - PRODUCT DATA PACKAGE\n\nREGULATORY\n\n1.   United States investigational new drug application (IND) #51,111, dated\n     July 15, 1996;\n2.   United States IND #54,597, dated November 20, 1997;\n3.   Spain CTA #PEI97-06 dated August 17, 1998;\n4.   Canada IND ##044571, 056065 and 056082, approved September 25, 1996, June\n     16, 1998, June 16, 1998, respectively;\n5.   Japan IND # 10-2469, dated August 3, 1998;\n6.   Equivalent filings, authorizations and\/or applications in the countries of\n     France, United Kingdom CTX 6\/350\/A #61292; Italy, Belgium, Finland (KLN nro\n     130\/98), Germany (4013536), Argentina (2345\/98)and Brazil;\n7.   All amendments and reports related to the aforementioned documents.\n8.   Annual Reports with the FDA;\n9.   Existing correspondence with relevant regulatory authorities;\n10.  Serious Adverse Event reports\n\nMEDICAL\n\n11.  Investigator's files, clinical trial AS400 system data, final study\n     reports(1) clinical investigator brochures, and protocols (each to the \n     extent of Lilly's existing rights) from the following clinical studies:\n\n     XBAA-Single dose safety and PK study (oral) \n     XBAB-Multiple dose safety and PK (oral) \n     XBAE-Single dose safety and PK (IV) \n     XBAU-Multiple dose safety and PK (IV)\n     XBAC-Phase II study of LY (oral) vs. fluconazole in the therapy of OPC.\n     XBAW-Phase I comparative study of safety PK in HIV-infected and uninfected\n              volunteers (oral).\n     XBAI-Phase II open label study of LY (oral) in the treatment of OPC.\n     XBAF-Phase II pilot efficacy study of LY in treatment of candida\n              esophagitis. \n     XBAG-Phase II\/III study of LY (IV) vs. fluconazole in the treatment of \n               candidemia and systemic candidiasis in non-neutropenic patients.\n\n12.  Toxicology Reports\n13.  Pharmacokinetics reports\n\n--------\n(1) Final study reports for XBAI, XBAF, and XBAG are currently being prepared \nand will not be completed and made available to Versicor in approximately \nJuly\/August, 1999.\n\n\n\n\nPRECLINICAL\n\n14.  Protocols and data for LY303366 and control compounds from preclinical\n     studies listed in Attachment I hereto.\n\nCM&amp;C\n\n15.  290 grams of reference standard lot 185EM6 (reevaluation date July 2000).\n16.  Process development technical reports\n17.  Formulation development technical reports\n18.  Analytical development technical reports\n19.  Pilot plant campaign summaries\n20.  Certificate of Analysis for API and drug product in Start-Up Inventory\n21.  Batch release data for API and drug product (contained in IND)\n22.  Analytical methods for API and drug product(contained in IND)\n23.  Existing stability information (contained in IND)\n\n\n\n\n\nATTACHMENT I - EXHIBIT C\n\n<caption>\n----------------------------------------------------------------------------------------------------\n Title of Study  (All Contain 303366 Studies)                                     Notebook\n----------------------------------------------------------------------------------------------------\n                                                                       \n Linoleic Acid and Cremaphor Formulation (From Jerry Mosher--Oral         H97-5QX-56\n Emulsion Formulation)\n----------------------------------------------------------------------------------------------------\n Oral Bioavailability of 303366 in Rats at Various Time Intervals         H97-5QX-91-98\n----------------------------------------------------------------------------------------------------\n Oral Bioavailability of ECB Analogs at Various Time Intervals            H97-5QX-99-130\n----------------------------------------------------------------------------------------------------\n Renal Recovery of Aspergillus From Mice Treated With LY295337, ECB       H97-5QX-134-143\n Analogs, Fluconazole or Fungizone\n----------------------------------------------------------------------------------------------------\n Renal Recovery OF ASPERGILLUS FUMIGATUS From Mice Treated With ECB       H97-5QX-152-160\n Finalists and Controls (IP and Oral)\n----------------------------------------------------------------------------------------------------\n Oral Bioavailability of 280949 and 303366 in Rats                        H97-5QX-170-173\n----------------------------------------------------------------------------------------------------\n IN VITRO Resistance Development of LY303366, Fluconazole &amp; H97-LPU-3-4\n Amphotericin B\n----------------------------------------------------------------------------------------------------\n IN VITRO Susceptibility of Clinical Isolates of CANDIDA ALBICANS to      H97-LPU-9-22 \n LY303366 and Ampho B in Antibiotic 3 or RPMI &amp; MOPs Using a Microbroth \n Dilution, Assay\n---------------------------------------------------------------------------------------------------\n LY303366 Fungicidal Activity vs. CANDIDA spp.                            H97-LPU-23-26\n----------------------------------------------------------------------------------------------------\n Efficacy of LY303366 versus Murine systemic Candidiasis When Treated IP  H97-LPU-38-41 \n(4,24,48); (6,24,48); or (24,48,72) Hr Post-Infection\n----------------------------------------------------------------------------------------------------\n IN VIVO Antifungal Efficacies of LY303366 &amp; Amphotericin B Against a     H97-LPU-47-52\n Disseminated C. ALBICANS Infection in ICR Mice (Renel Recovery)\n----------------------------------------------------------------------------------------------------\n Efficacy of LY303366 Versus Murine Systemic Candidiasis When Treated IV  H97-LPU-53-56\n (4,24,48); (6,24,48) or (24,48,72) Hr Post-Infection\n----------------------------------------------------------------------------------------------------\n Oral Pharyngeal Candidiasis in Rats                                      H97-LPU-91-93\n----------------------------------------------------------------------------------------------------\n Target Oragan Recovey of Candida albicans From Mice Treated With         H97-LPU-133-142\n LY303366, Amphotercin B or Fluconazole\n----------------------------------------------------------------------------------------------------\n\n----------------------------------------------------------------------------------------------------\n Pharmacokinetic Study of 303366 and 307853                               H97-CKX-28-29\n----------------------------------------------------------------------------------------------------\n Renal Recovery of CANDIDA ALBICANS From Mice Treated With ECB Finalists  H97-CKX-3l-39\n and Controls\n----------------------------------------------------------------------------------------------------\n Pharmacokinetic Study of 303366 Prodrug 25 mg\/kg Orally in H2O or        H97-CKX-45-50\n Cremophro\/Linoleic Acid and 303366 25 mg\/kg Orally in Cremophor\/Linoleic \n Acid in Rat Plasma\n----------------------------------------------------------------------------------------------------\n Pharmacokinetic Study of 303366 Prodrug 5.0 mg\/kg IV in H20 and 303366   H97-CKX-51-52\n 5.0 mg\/kg IV in 33% PEG 300 and 0.05 M Phosphate Buffer, pH 7.0\n in Rat Plasma\n----------------------------------------------------------------------------------------------------\n Chemotherapy of Rat Vaginal Candidiasis (Miconazole, Fluconazole,        H97-CKX-72-78\n LY303366)\n----------------------------------------------------------------------------------------------------\n Monoclonal Antibody Plus Candida albicans A26 and LY303366               H97-CKX-79-82\n----------------------------------------------------------------------------------------------------\n Checkerboard Synergism Assay                                             H97-CKX-83-84\n----------------------------------------------------------------------------------------------------\n Submission of Plasma From Rats Treated Orally Via Gavage With 303366     H97-CKX-85-86\n and Acacia w\/wo Ethanol for HPLC Analysis\n----------------------------------------------------------------------------------------------------\n Renal Recovery of CANDIDA ALBICANS From Mice Treated with ECB Finalists  H97-CKX-87-93\n (329960,333006,303366, 311725) and Controls\n----------------------------------------------------------------------------------------------------\n Renal Recovery OF CANDIDA spp. (C. GLABRATA, C. PARAPSILOSIS, C.         H97-CKX-98-107\n TROPICALIS) From Mice Treated with ECB Finalists (329960, 333006, \n 303366, 311725) and Controls\n----------------------------------------------------------------------------------------------------\n Renal Recovery of CANDIDA ALBICANS From Mice Treated With ECB Finalists  H97-CKX-108-115\n and Controls for 10 Days-Cidal Activity Determination\n----------------------------------------------------------------------------------------------------\n Renal Recovery of CANDIDA spp. (C. GLABRATA, C. PARAPSILOSIS, C.         H97-CKX-116-123\n TROPICALIS) From Mice Treated With ECB Finalists (329960, 333006, \n 303366, 311725) and Controls\n----------------------------------------------------------------------------------------------------\n Chemotherapy of Rat Vaginal Candidiasis (LY303366, Fluconazole PO and    H97-CKX-124-134\n Clotrimazole, Miconazole Topically)\n----------------------------------------------------------------------------------------------------\n LY303366 Parenteral (IV) Formulations Comparison Study in Rats           H97-CKX-135-141\n----------------------------------------------------------------------------------------------------\n Agar Dilution Assay of Candida spp. Isolates Versus ECB Analogs          H97-CKX-142-149\n----------------------------------------------------------------------------------------------------\n Effect of Delaying Initial Treatment on the ED50 of 303366 in            H97-CKX-150-151\n Immunocompromised Mice Infected With CANDIDA ALBICANS A26\n----------------------------------------------------------------------------------------------------\n\n\n\n\n\n\nATTACHMENT I - EXHIBIT C\n\n                                                                       \n----------------------------------------------------------------------------------------------------\nRenal Recovery of CANDIDA spp. (C. GLABRATA. C. TROPICALIS. C.            H97-CKX-152-158\nPARAPSILOSIS) From Mice Treated With ECB Prodrugs and Parents\n----------------------------------------------------------------------------------------------------\nRenal Recovery of CANDIDA spp. (C. GLABRATA. C. TROPICALIS. C.            H97-CKX-159-175\nPARAPSILOSIS) From Mice at Various Time Intervals (Days 4,7,10)\n----------------------------------------------------------------------------------------------------\nIN VITRO Activity of LY303366, Amphotericin B and Azoles Versus Azole     H97-CKX-177-181\nResistant CANDIDA ALBICANS Isolates\n----------------------------------------------------------------------------------------------------\nAntifungal Activity of LY303366 Against CANDIDA ALBICANS by               H97-CKX-182-183\nAgar Dilution Assay\n----------------------------------------------------------------------------------------------------\nChemotherapy of HISTOPLAMSA CAPSULATUM ATCC 26032-24 (LY303366, LY295337  H97-CKX-184\n&amp; Fungizone)\n----------------------------------------------------------------------------------------------------\nComparison of the IN VITRO Activities of LY303366 and other Antifungal    H97-CKX-185-189\nAgents Against CANDIDA spp.\n----------------------------------------------------------------------------------------------------\nOral Pharmacokinetci Mouse Study 303366 in Acacia                         H97-CKX-190-192\n----------------------------------------------------------------------------------------------------\n\n----------------------------------------------------------------------------------------------------\nComparison of the IN VITRO Activities of LY303366 and other Antifungal    H97-JBN-1-7\nAgents (303366, Fluconazole, Amphotericin B) Against CANDIDA spp. \n(C. KRUSEI, C. ALBICANS, C. PARAPSILOSIS, C. GLABRATA, C. TROPICALIS)\n----------------------------------------------------------------------------------------------------\nRenal Recovery of CANDIDA spp. (10(5) or 10(6)) From Mice                 H97-JBN-8-24\n(x-ray or non x-ray) Treated with 303366 and Controls\n----------------------------------------------------------------------------------------------------\nEffect of Delaying Initial Treatment on the ED(50) of LY303366 in         H97-JBN-25-27\nImmunocompromised Mice Infected With CANDIDA ALBICANS A26\n----------------------------------------------------------------------------------------------------\nAntimicrobial Susceptibilities of CANDIDA ALBICANS Isolates (107) to      H97-JBN-31-42\nLY303366 and Amphotericin B in an Agar Dilution Assay\n----------------------------------------------------------------------------------------------------\nGrowth Inhibition of C. ALBICANS by LY303366 in Antibiotic 3-Growth       H97-JBN-43-46\nCurve \n----------------------------------------------------------------------------------------------------\nEffect of Delaying Initial Treatment on the ED(50) of LY303366 in         H97-JBN-49-50\nImmunocompromised Mice Infected with CANDIDA ALBICANS A26\n----------------------------------------------------------------------------------------------------\nEffect of Delaying Initial Treatment on the ED(50) of LY303366 in         H97-JBN-51\nImmunocompromised Mice Infected with CANDIDA ALBICANS A26\n----------------------------------------------------------------------------------------------------\nPharmacokinetic Study of LY303366 Administered Orally via Gavage in       H97-JBN-55-57\nICR Mice\n----------------------------------------------------------------------------------------------------\nNotes for the Preparation of the Dose solution of 085R94-LY303366         H97-JBN-74\nand (14)C-LY303366\n----------------------------------------------------------------------------------------------------\nAntifungal Susceptibility Testing of Filamentous Fungal Dermatophytes     H97-JBN-75-78\nVersus LY303366\n----------------------------------------------------------------------------------------------------\nChemotherapy of Rat Vaginal Candidiasis (LY303366 and Fluconazole PO)     H97-JBN-79-87\n----------------------------------------------------------------------------------------------------\nEmail Message discussing lack of PO activity in vaginal model possibly    H97-JBN-87 bottom of page \npredicting failure versus esophygeal candidiasis when\nLY303366 administered orally\n----------------------------------------------------------------------------------------------------\nSusceptibility of CANDIDA spp. Grown on Sabourauds Agar by the Agar       H97-JBN-88-97\nDilutlion Test LY303366 and Ampho B\n----------------------------------------------------------------------------------------------------\nIN VITRO Resistance Development vs. C. ALBICANS for LY303366 and          H97-JBN-98\nFluconazole\n----------------------------------------------------------------------------------------------------\nGastrointestinal Candidiasis--LY303366 and Fluconazole                    H97-JBN-99-106\n----------------------------------------------------------------------------------------------------\nRenal Recovery of C. ALBICANS From Mice Treated IV with LY303366 in an    H97-JBN-107-113\nBio-Pharm Formulation, PEG or Cyclodextran for 7 Day Post-Infection\n----------------------------------------------------------------------------------------------------\nIN VITRO Antifungal Testing of 303366, Fluconazole and Amphotericin B     H97-JBN-116\n----------------------------------------------------------------------------------------------------\nChemotherapy of HISTOPLASMA CAPSULATUM and BLASTOMYCES DERMATITIDIS vs.   H97-JBN-121\nECB Analogs (303366)\n----------------------------------------------------------------------------------------------------\nGastrointestinal Candidiasis (303366 and Fluconazole)                     H97-JBN- 143-152\n----------------------------------------------------------------------------------------------------\nVarious Broth and Methods for MIC Determination of 303366, Fluconazole    H97-JBN-165-173\nand Ampho B\n----------------------------------------------------------------------------------------------------\nOral Pharyngeal Candidiasis in Rats Procedure                             H97-JBN- 174-175\n----------------------------------------------------------------------------------------------------\nEfficacy of a Microemulsion Formulation of LY303366 vs. Murine            H97-JBN-185-186\nCandidiasis When Treated IV at 4,24 &amp; 48 hr Post-Infection\n----------------------------------------------------------------------------------------------------\nRecovery of C. ALBICANS From Kidney and Liver Homogenates of Mice         H97-JBN- 187-192\nTreated IP With LY303366 (4,24); (4,24,48); or (4,24,72) hr \nPost-Infection\n----------------------------------------------------------------------------------------------------\n\n\n\n\n\n\nATTACHMENT I - EXHIBIT C\n\n\n<caption>\nAnti-pneumocystis Activity of 280949 and LY303366                          Study\n----------------------------------------------------------------------------------------------------\n\n----------------------------------------------------------------------------------------------------\n                                                                       \nPC Cyst-Reduction Model (4 days therapy) oral dose LY303366 in rats       PT9211\n(280949 included in study as a positive control drug).\n----------------------------------------------------------------------------------------------------\nOral Prophylaxis of PCP with LY303366                                     PT9212\n----------------------------------------------------------------------------------------------------\nOral Prophylaxis of PCP with LY303366 and 280949                          PT9301\n----------------------------------------------------------------------------------------------------\nOral Prophylaxis of PCP with 303366 and Oral dose ranging Cyst Reduction  PT9302\nStudy of PCP with LY303366: IV and oral single dose vs. IV\/Oral combined \ntherapy\n----------------------------------------------------------------------------------------------------\nParenteral Prophylaxis of PCP with 1,2 and 3 x weekly dosing of LY303366  PT9303\n----------------------------------------------------------------------------------------------------\nParenteral Prophylaxis of PCP with 1 x weekly dosing of LY303366          PT9304\n----------------------------------------------------------------------------------------------------\nCyst-Reduction Study-single IV dose vs. 4 days oral therapy of PCP        PT9401\nLY303366\n----------------------------------------------------------------------------------------------------\nOral Therapy of PCP with LY303366                                         PT9402\n----------------------------------------------------------------------------------------------------\nOral Prophylaxis of PCP: once a week VS. QD dosing LY303366               PT9403\n----------------------------------------------------------------------------------------------------\nOral Cyst Reduction Study comparing 303366 Biopharm formulation with      PT9503\nLY303388 in 17.5% PEG\n----------------------------------------------------------------------------------------------------\n\n\n303366 Only Study Locations\n\n                                ECB SAR DATABASE\n\nECB SAR data is included in a FileMaker Pro database. This database contains \nrecords for approximately 604 analogs. The majority of MIC, ED(50) and glucan \nsynthase data can be found here. This information can be provided on a CD due \nto its large size (7.7 MB). The following information can be found in this \ndatabase:\n\n1.   Serial numbers\n2.   Lot numbers\n3.   Structure drawings\n4.   ClogP values\n5.   MIC's for CANDIDA ALBICANS, CANDIDA PARAPSILOSIS, ASPERGILLUS FUMIGATUS,\n     CRYPTOCOCCUS NEOFORMANS, HISTOPLASMA CAPSULATUM in Antibiotic 3,\n     Sabouaruads and\/or RPMI &amp; MOPS broths.\n6.   Glucan synthase % inhibition + control values for CANDIDA ALBICANS and\n     ASPERGILLUS FUMIGATUS.\n7.   Murine candidiasis ED(50) values (IP and\/or PO)\n8.   Murine cryptococcosis ED(50) values (IP and\/or PO)\n9.   Murine aspergillosis ED(50) values (IP and\/or PO)\n10.  PNEUMOCYSITIS CARINII IN VIVO evaluation\n11.  Pharmacokinetic data (plasma levels following IV or PO dosing)\n\n\n\n\n\n                                    EXHIBIT D\n\n                               START UP INVENTORY\n\n<caption>\n-------------------------------------- --------------- --------------- --------------- -----------------\nNAME                                      QUANTITY          UOM          UNIT COST        TOTAL COST\n\n-------------------------------------- --------------- --------------- --------------- -----------------\n                                                                           \nECB Nucleus HCI                         [ * ]          Kg               [ * ]           [ * ]\n-------------------------------------- --------------- --------------- --------------- -----------------\nTerphenyl Acid                          [ * ]          Kg               [ * ]           [ * ]\n-------------------------------------- --------------- --------------- --------------- -----------------\nHOBT                                    [ * ]          Kg               [ * ]           [ * ]\n-------------------------------------- --------------- --------------- --------------- -----------------\nECB fructose complex API                [ * ]          Kg               [ * ]           [ * ]\n-------------------------------------- --------------- --------------- --------------- -----------------\nECB vials for injection 25 mg           [ * ]          Vials            [ * ]           [ * ]\n-------------------------------------- --------------- --------------- --------------- -----------------\nECB vials for injection 35 mg           [ * ]          Vials            [ * ]           [ * ]\n-------------------------------------- --------------- --------------- --------------- -----------------\n\n                                                     Grand Total:\n\n\n\n                                    RESERVE INVENTORY\n\n<caption>\n-------------------------------------- --------------- --------------- --------------- -----------------\nNAME                                      QUANTITY          UOM          UNIT COST        TOTAL COST\n-------------------------------------- --------------- --------------- --------------- -----------------\n                                                                                         \nECB Nucleus HCI                         [ * ]          Kg               [ * ]           [ * ]           \n-------------------------------------- --------------- --------------- --------------- -----------------\nTerphenyl Acid                          [ * ]          Kg               [ * ]           [ * ]           \n-------------------------------------- --------------- --------------- --------------- -----------------\nHOBT                                    [ * ]          Kg               [ * ]           [ * ]           \n-------------------------------------- --------------- --------------- --------------- -----------------\nECB fructose complex API                [ * ]          Kg               [ * ]           [ * ]           \n-------------------------------------- --------------- --------------- --------------- -----------------\nECB vials for injection 25 mg           [ * ]          Vials            [ * ]           [ * ]           \n-------------------------------------- --------------- --------------- --------------- -----------------\nECB vials for injection 35 mg           [ * ]          Vials            [ * ]           [ * ]           \n-------------------------------------- --------------- --------------- --------------- -----------------\n\n                                                     Grand Total:\n\n\n\n\n[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY \nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND \nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS \nAMENDED.\n\n\n\n\n\n                                    EXHIBIT E\n\n                 QUARTERLY REPORTING OF RESERVE INVENTORY STATUS\n\nDate of Report:                                                        \n\nPeriod of Time Covered by this Report:                                 \n\nPART 1: INVENTORY USED\n\n<caption>\n-------------------------------- --------------- ------------ ---------------- ------------------\nNAME                             AMOUNT USED         UOM      UNIT COST        TOTAL COST OWED\n                                 SINCE LAST                   (FROM EXHIBIT    TO LILLY\n                                 REPORT                       D)\n-------------------------------- --------------- ------------ ---------------- ------------------\n                                                                   \nECB Nucleus HCI                                  Kg            [ * ]\n-------------------------------- --------------- ------------ ---------------- ------------------\nTerphenyl Acid                                   Kg            [ * ]\n-------------------------------- --------------- ------------ ---------------- ------------------\nHOBT                                             Kg            [ * ]\n-------------------------------- --------------- ------------ ---------------- ------------------\nECB fructose complex API                         Kg            [ * ]\n-------------------------------- --------------- ------------ ---------------- ------------------\nECB vials for injection 25 mg                    Vials         [ * ]\n-------------------------------- --------------- ------------ ---------------- ------------------\nECB vials for injection 35 mg                    Vials         [ * ]\n-------------------------------- --------------- ------------ ---------------- ------------------\n\n                                                     Grand Total:\n\n\n\nPART 2: INVENTORY REMAINING IN RESERVE STATUS\n\n<caption>\n-------------------------------- ------------ ------------- ------------ ------------------------\nNAME                               AMOUNT         UOM        UNIT COST   COMMENTS\n-------------------------------- ------------ ------------- ------------ ------------------------\n                                                             \nECB Nucleus HCI                               Kg\n-------------------------------- ------------ ------------- ------------ ------------------------\nTerphenyl Acid                                Kg\n-------------------------------- ------------ ------------- ------------ ------------------------\nHOBT                                          Kg\n-------------------------------- ------------ ------------- ------------ ------------------------\nECB fructose complex API                      Kg\n-------------------------------- ------------ ------------- ------------ ------------------------\nECB vials for injection 25 mg                 Vials\n-------------------------------- ------------ ------------- ------------ ------------------------\nECB vials for injection 35 mg                 Vials\n-------------------------------- ------------ ------------- ------------ ------------------------\n\n\n\n[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY \nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND \nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS \nAMENDED.\n\n\n\n\n\n                          EXHIBIT F- BIOLOGIC MATERIAL\n\n\n<caption>\nSTRAIN                                                QUANTITY\n                                                   \nASPERGILLUS NIDULANS E00382-02-73                     70 straws\nASPERGILLUS NIDULANS E00560-03-57                     10 straws\nSTREPTOMYCES LIVIDANS PSHP150-2                       80 straws\n\n<\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8056,9247],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9613,9616],"class_list":["post-42458","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lilly-eli---co","corporate_contracts_companies-versicor-inc","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42458","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42458"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42458"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42458"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42458"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}