Purchase Order Terms and Conditions (Master) - Supplier Portal

j. “Personal Information” means any information as defined in Lilly’s Vendor Privacy and Security Standard as revised by Buyer from timeto time and published at http://supplierportal.lilly.com or otherwise made available to Seller.k. “Records” means any information of any type (including text, data, code, images, sound, source codes, computer programs, software,databases, or the like) that is used, created, or obtained in the performance of any Purchase Order, inscribed on tangible medium or storedin an electronic or other medium in a perceivable form.l. "Vendor" means Supplier for purposes of the Vendor Privacy and Security Standard as revised by Buyer from time to time and published athttp://supplierportal.lilly.com or otherwise made available to Seller.2. APPLICABLE TERMS AND CONDITIONS: Offer and acceptance of any Purchase Order issued by Buyer is expressly limited to theseTerms and the applicable Purchase Order. Any terms and conditions contained in a proposal, quotation or invoice of Seller shall not constitute apart of the contract of sale resulting from Seller's acceptance of Buyer's order unless such terms and conditions are specifically incorporated ornoted in the Purchase Order. Any purported acceptance containing additional or different terms shall be deemed to be an acceptance of theseTerms, despite such additional or different terms. Seller's shipment of goods or commencement of services in response to Buyer's order shallconstitute acceptance of these Terms and any additional or different terms contained in any acknowledgment or invoice form submitted bySeller shall not constitute any part of the contract of sale resulting from Seller's acceptance.3. ELECTRONIC TRANSACTIONS:a. The only acceptable methods of purchase order dissemination and invoicing is via Buyer’s web invoicing system or via web enabled EDI.Any exceptions must be approved by Buyer’s Director of Purchase to Pay Operations.b. If Seller and Buyer have mutually agreed to the use of an EDIsystem to facilitate purchase and sale transactions, Seller agrees:i. That it shall not contest:(i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be inwriting or signed by the party to be bound thereby; or(ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or anyother similar rule, on the basis that such records were not originated or maintained in documentary form;ii. That it shall use proper security procedures to protect its EDI records from improper access; andiii. That the records maintained by Buyer regarding EDI purchase orders issued by Buyer shall be controlling.4. PRICE AND PAYMENT TERMS: Each Purchase Order shall be filled at the price specified on the Purchase Order. If no price is specified,the Purchase Order shall be filled at the lowest of (a) the price last quoted by Seller; (b) the price last paid by Buyer to Seller; or (c) theprevailing market price, unless a higher price is approved in writing by an authorized representative of Buyer's procurement department. Lillyissues payments on a weekly basis. All invoices which have reached their payment term maturity will be accumulated and paid in the nextweekly payment. Lilly’s standard payment terms are net sixty (60) days after Buyer's Accounts Payable Department receives an invoice thatcomplies with the requirements of these Terms, except that Buyer may withhold payment of any amount that it may reasonably dispute in goodfaith until such dispute is resolved. Supplier may offer a discount on individual invoices at the time of invoice entry to the Direct Commercesystem; those discounted invoices will be paid on the actual due date. Due dates and cash discounts are computed from the date an accurateinvoice is received in Buyer’s Accounts Payable Department. Buyer may return improper invoices for correction without loss of discount. Incase of disputes, doubt concerning quality, or where rejections occur, Buyer may defer payment without penalty or loss of discount.5. MODIFICATION: Modification, rescission, or amendment of Buyer's order or the contract of sale resulting from its acceptance shall beineffective unless approved in writing by an authorized representative of Buyer's procurement department.6. INSPECTION: All Deliverables furnished pursuant to a Purchase Order shall be subject to Buyer's inspection and approval, includingacceptance testing by Buyer to verify that the Deliverables satisfy all requirements conveyed by Buyer to Seller, including any specifications ordocumentation relating to the Deliverables. If Buyer discovers a non-conformity within ninety (90) days following delivery of the Deliverablesand Buyer notifies Seller of the non-conformity, notwithstanding prior receipt and payment therefore, Seller shall, at Buyer's sole discretion,either: (i) correct the non-conformity at no additional charge in a timely, professional manner, or (ii) refund monies paid by Buyer for the nonconformingDeliverables or services attributable to or affected by the non-conforming Deliverables, in which case Buyer shall return such nonconformingDeliverables to Seller at Seller's expense. Nothing in this Section shall be construed to limit or otherwise affect Buyer'sindemnification rights, warranty rights or any other common law or statutory remedies.7. PACKAGING, DELIVERY, TERMINATION: Seller shall box, crate or package the Deliverables for shipment in compliance withApplicable Laws, in accordance with good commercial and industry practice, and without charge to Buyer unless otherwise specified on theapplicable Purchase Order. Buyer shall have the right to terminate all or any portion of any Purchase Order without liability if delivery is notmade within the time stated in the Purchase Order.2013 Terms and ConditionsMPT v.3.3 - 20132 of 12

8. GENERAL REPRESENTATIONS AND WARRANTIES: Seller represents and warrants:a. That all Deliverables supplied under Buyer's order are free from defects, of merchantable quality, and in accordance with Buyer'sspecifications.b. The Deliverables do not and will not infringe the Intellectual Property Rights of any other party, and any use thereof by Buyer consistentwith these Terms does not infringe such rights. This representation and warranty does not apply to infringement arising solely from: (i)anything Buyer provides which is incorporated into the Deliverable or Seller’s compliance with any designs, specifications, or instructionsprovided by Buyer or a third party at Buyer’s direction; (ii) Buyer’s modification of the Deliverable independent of Seller; or (iii) thecombination, operation or use of the Deliverable with any product, data, apparatus, or business method that Seller did not provide andcould not reasonably anticipate. In addition, with respect to services, all Deliverables produced under the Purchase Order shall be oforiginal development and all Seller property shall be of original development or licensable by Seller.c. That it has enforceable written agreements with all of its employees and subcontractors assigning to Seller ownership of all IntellectualProperty Rights created in the course of their employment or engagement, and obligating such employees upon terms and conditions noless restrictive than these Terms, not to disclose any proprietary rights or information learned or acquired during the course of suchemployment or engagement, including without limitation, any Deliverable and any other information. Seller shall take appropriate steps toadequately protect Buyer’s data in its possession or information derived therefrom, including, without limitation, firewall protection,backup processes and procedures, and disaster recovery plans.d. That in the performance of its obligations under a Purchase Order, Seller shall comply with all Applicable Laws, applicable Lilly policiesand professional or good practice standards or codes applicable to the nature of the Services provided, including but not limited to:i. Applicable provisions of the Anti-Bribery Commitments for Lilly Procurement Contracts as revised by Buyer from time to time andpublished at http://supplierportal.lilly.com or otherwise made available to Seller;ii.iii.iv.Applicable provisions of Buyer's Vendor Privacy and Security Standard as revised by Buyer from time to time and published athttp://supplierportal.lilly.com or otherwise made available to Seller. In addition, if Seller is processing Personal Information in theUnited States on behalf of Buyer from EU Member States, European Economic Area countries, or Switzerland, Seller shall have selfcertifiedto the EU-US Safe Harbor or if Switzerland, the Swiss-US Safe Harbor, or if applicable, both certifications. Evidence of thiscertification shall only be sufficient if Seller is listed on http://safeharbor.export.gov/list.aspx. Seller further represents and warrants itshall maintain such compliance throughout the term of any applicable Purchase Order;Any instructions or polices set forth by Buyer which relate to compliance by Buyer or its affiliates with any US or other governmentauthority mandates, settlements or adjudications, including the Corporate Integrity Agreement between Buyer and the Office ofInspector General, US Department of Health and Human Services, dated January 14, 2009, and any disclosure requirements set forththereunder;Applicable clauses set forth in the U.S. Federal Acquisition Regulation ("FAR") FAR 52.244-6(c)(1) as set forth athttp://supplierportal.lilly.com and such other provisions as may be required by Applicable Law to allow the sale of products to theU.S. Government from time to time by Buyer;v. Applicable provisions of Buyer’s export and import policies as referenced herein;vi.vii.viii.ix.Paragraphs (1) through (3) of 29 C.F.R. Part 471, Appendix A to Subpart A regarding the posting of certain notices pertaining toemployee rights under the National Labor Relations Act available at http://www.gpoaccess.gov/fr/ and that no Deliverable suppliedunder Buyer's order is produced in violation of the Fair Labor Standards Act of 1938, as amended, and that the price of any articlesupplied under Buyer's order does not violate any provision of the Sherman Act or Robinson-Patman Act, as amended.That no Deliverable supplied under Buyer's order and subject to the Federal Food, Drug, and Cosmetic Act, as amended (for purposesof this representation and warranty, the "Act"), is adulterated within the meaning of the Act or is an article which may not, under theprovisions of Section 301, 404 or 505 of the Act, be introduced into interstate commerce;That no Deliverable supplied under Buyer's order is produced in violation of the Generic Drug Enforcement Act of 1992, as amended(for purposes of this representation and warranty, the "Act"), that Seller is not debarred and that Seller has not and will not use in anycapacity in connection with the filling of this order the services of any individual or person (as defined in the Act) debarred by theUnited States Food and Drug Administration under the provisions of the Act. If at any time this warranty is no longer accurate, Sellershall immediately notify Buyer of such changed circumstances.That all Deliverables supplied under Buyer's order shall be shipped in full compliance with packaging, labeling, shipping, anddocumentation requirements, including requirements concerning hazardous materials, substances, and waste of all state, local,national, or international governmental agencies or authorities regulating any segments or modes of transportation employed to effect2013 Terms and ConditionsMPT v.3.3 - 20133 of 12

delivery of such articles to Buyer, and all hazardous materials, substances, and waste shall be packaged, marked, labeled and shippedin accordance with all Applicable Laws;x. That any Deliverables shall comply with regulations promulgated under Section 264 of the Health Insurance Portability andAccountability Act (Public Law 104-91 - "HIPAA"). Furthermore, Seller shall in good faith execute any and all agreements that Buyeris required to have Seller execute in order that Buyer may comply with HIPAA;xi.That no Deliverable supplied under Buyer's Order is supplied in violation of economic or trade sanctions imposed by the U.S.government against sanctioned countries, entities, or individuals, including but not limited to sanctions imposed by the Office ofForeign Assets Control of the U.S. Department of the Treasury or by Executive Order of the President of the United States; andxii. That all Deliverables supplied under Buyer's Order are supplied in full compliance with the Export Administration Regulations, 15CFR Parts 700-799.e. Seller agrees to defend, indemnify, and hold harmless Buyer against all liability, costs, expenses (including attorney fees), damages andjudgments occasioned by or resulting from breach of any of the foregoing warranties.f. Both parties acknowledge that each maintains its own financial authorization policies on ensuring requisite corporate authority has beengiven for specific transactions. The parties therefore agree that any communications between the employees of the parties that may impactpreviously agreed upon financial, economic or legal expectations hereunder must be approved by the authorized individuals of both parties.The parties further agree to meet upon request and/or enter into discussions to identify authorized individuals as well as take any correctiveactions necessary for any past discrepancies in order to meet appropriate financial expectations for potential future transactions.g. Seller understands and acknowledges that its requirements under this Section are in addition to all of Seller’s other obligations hereunder.h. At any time, and without notice to Seller, Buyer may disclose information relating to a possible violation of law by Seller to aGovernmental Authority or to any Lilly third party advisor as is reasonably necessary in connection with Buyer’s compliance program.9. SAFETY & SECURITY: Seller will comply with, and will cause its representatives, affiliates and subcontractors to comply with, all policiesand procedures that Buyer establishes to enhance the safety or security of Buyer's facilities or of persons at or near Buyer's facilities, includingmeasures restricting access such as the use of identification badges and passwords. Seller will promptly notify Buyer of any violation of suchpolicies and procedures. Seller will comply with, and will cause its affiliates and subcontractors to comply with, the instructions of any Buyersecurity official that are reasonably necessary to redress a threat, or to avoid an imminent threat, to the safety or security of such facilities orpersons. Buyer retains its right to restrict or refuse any person (including Seller its affiliates and subcontractors) access to Buyer's facilities,computers, or other information systems. Without limiting the generality of the foregoing, Buyer may restrict or refuse access to any individualwho does not do any of the following to Buyer's satisfaction: (i) submit to and pass a drug screen; (ii) pass a background check; or (iii) accept oracknowledge in writing a personal obligation to protect Buyer's Confidential Information. Such restriction or refusal excuses Seller'sperformance only if it renders Seller's performance impracticable, does not comport with Buyer's written procedures, and is manifestlyunreasonable.10. REPORTING ADVERSE EVENTS AND PRODUCT COMPLAINTS: If during the course of performing services under these Terms or aPurchase Order, Seller, Seller’s representatives, or Seller’s subcontractors become aware of an adverse event or product complaint, Seller willreport such information to Buyer within one business day of awareness by calling The Lilly Answers Center at 1-800-LillyRx or the appropriatelocal Buyer affiliate. This reporting obligation does not apply to information that Seller’s representatives or subcontractors receive directly fromBuyer or from a clinical investigator conducting a clinical trial on behalf of Buyer. For purposes of this section, an adverse event means (i) anyundesirable medical occurrence in a patient or clinical investigation subject administered a pharmaceutical product (drug or device), includingside effects already listed in the package insert or (b) any observation in animals or humans that is unfavorable and unintended and that occursafter any use of an Elanco product. A product complaint means a customer’s written, oral, or electronic communication that alleges deficienciesrelated to the identity, quality, safety, purity, durability, reliability, safety, effectiveness, or performance of a distributed drug product,drug/device combination product, medical device, animal health premix, active pharmaceutical ingredient, process intermediate, or fermentationproduct.11. NONDISCLOSURE: Except to the extent provided in the section entitled “Publicity”, Seller shall not disclose any information concerningBuyer's order or the contract of sale resulting from its acceptance, including its existence, without the prior written consent of Buyer.12. CONFIDENTIALITY: Seller will neither: (i) disclose Buyer's Confidential Information except as authorized below or by Buyer in writing; nor(ii) use Buyer's Confidential Information for any purpose other than meeting Seller's obligations under any Purchase Order. Seller may discloseBuyer's Confidential Information:a. To its representatives, affiliates and subcontractors who need to know the information for the purpose of meeting Seller's obligations undera Purchase Order; provided that such representatives, affiliates and subcontractors must have contractual obligations that prohibit anydisclosure and use of Buyer's Confidential Information in accordance with these Terms. Seller is responsible to Buyer for any unauthorizeddisclosure or use of Buyer's Confidential Information by Seller's representatives, affiliates or subcontractors.2013 Terms and ConditionsMPT v.3.3 - 20134 of 12

. To the extent compelled by Applicable Law; provided, however, that Seller will give Buyer reasonable advance notice of the disclosure tothe extent such advance notice is permitted by Applicable Law.c. In communications to its attorneys or accountants who have a professional obligation to maintain such information in confidence. Seller isresponsible to Buyer for disclosure or use by any such persons of Buyer's Confidential Information not authorized by Buyer.Promptly upon Buyer's request, Seller will either return or destroy all Records of Buyer's Confidential Information in Seller's possession orcontrol. With respect to electronic Records, “destroy” includes destroying the physical medium on which a Record is stored or completely andpermanently removing a Record from its storage medium.13. PUBLICITY: Seller shall not disclose any information concerning any Purchase Order or the contract of sale resulting from the acceptancethereof, including its existence, without the prior written consent of Buyer. Seller shall not use the name of Buyer, any employee of Buyer orany product or service of Buyer in any press release, advertising or materials distributed to prospective or existing customers or any other publicdisclosure, except as required by law or allowed in this Section. If required by law, Seller shall provide copies of the disclosure for the priorreview and comment by Buyer's external corporate communications (public relations) department no less than ten (10) days prior to disclosure.In no event will Seller: (i) represent, directly or indirectly, that any Deliverable provided by Seller has been approved, recommended, certifiedor endorsed by Buyer; or (ii) use Buyer's logos or other trademarks without the prior written consent of Buyer.14. INDEMNIFICATION: Each of Buyer and Seller will indemnify and defend the other (and the other's affiliates and representatives) against alllosses, damages, costs or expenses, including interest, penalties, reasonable attorney or accountant fees, and expert witness fees related todisputes between the parties and to third party claims arising from any breach by it of its representations, warranties or obligations under theseTerms or any Purchase Order or from any negligence or more culpable conduct by it (or by its affiliates or subcontractors (if any) or any of theirrespective representatives) in connection with its performance under any Purchase Order.In addition to the foregoing, in the event Seller breaches any warranty on non-infringement for any Deliverable, Buyer may elect one of thefollowing remedies, in addition to recovering any other damages or indemnification under these Terms:a. Require Seller to choose between furnishing either: a non-infringing substitute article or performance reasonably acceptable to Buyer, orobtaining for Buyer's benefit a license or assignment of rights sufficient to afford Buyer the full benefits of the Deliverable, bothalternatives being at Seller's expense.b. Recover (or withhold) from Seller the portion of Seller's compensation attributable to the infringing Deliverables, with a pro-rata deductionfor the months between the effective date and the moment of notice by Buyer of breach of warranty of non-infringement, relative to sixty(60) months after the date of delivery of the Deliverable(s).15. LIABILITY INSURANCE: Seller shall maintain liability insurance policies covering all activities related to any Purchase Order and asotherwise required under Applicable Law (including worker's compensation coverage). Without limiting the generality of the foregoing, Sellershall maintain commercial general liability insurance, including contractual and products/completed operations, with minimum limits of at least$1,000,000 per occurrence and $2,000,000 aggregate. All such insurance shall be primary and not contributory with regard to any otheravailable insurance to Buyer. Seller represents and warrants that it shall promptly file all claims made under this Purchase Order with itsinsurance carriers.16. FEDERAL EEO AND AFFIRMATIVE ACTION LAW: Buyer's order is subject to and incorporates by reference the provisions of the EEOclause in Section 202 of Executive Order 11246, 41 C.F.R. 60-250 and 41 C.F.R. 60-741, all as amended.17. ASSIGNMENT: To the extent allowed by Applicable Law, Seller shall not in any manner delegate its duty of performance or assign its rightsor obligations under Buyer's order or the contract of sale resulting from its acceptance without Buyer's prior written consent, except thataccounts receivables may be assigned in accordance with Applicable Law. Any attempted assignment in violation of the preceding sentenceshall be of no force or effect.18. CHOICE OF LAW, FORUM: Each Purchase Order and any contract of sale resulting from its acceptance shall be governed in all respects bythe laws of the State of Indiana, excluding its rules on conflict of law. Any action related to these Terms or any Purchase Order shall be broughtand maintained exclusively in Marion County, Indiana.19. UCC: Seller and Buyer hereby expressly agree that the provisions of the Uniform Commercial Code as adopted by the State of Indiana shallapply to this Purchase Order, including, but not limited to, any software purchased under this Purchase Order.20. UN CONVENTION: Despite anything in these Terms, the United Nations Convention on Contracts for the International Sale of Goods shallhave no application to, and shall be of no force and effect with respect to, these Terms or any Purchase Order under these Terms.2013 Terms and ConditionsMPT v.3.3 - 20135 of 12

21. RECORDS AND AUDITS:a. At its own expense, Seller will create and maintain all Records: (i) required by these Terms, a Purchase Order, or under any ApplicableLaw that relates to Seller's performance under a Purchase Order; (ii) sufficient to demonstrate that any and all amounts invoiced to Buyerunder a Purchase Order are accurate and proper in both kind and amount; (iii) sufficient to demonstrate the accuracy of any representationsor reports submitted to Buyer in connection with any Purchase Order; and (iv) sufficient to enable Buyer to comply with Applicable Lawsand other legal obligations, to the extent that Seller has or reasonably should have knowledge of those Applicable Laws and other legalobligations.b. Seller will maintain all of the Records listed above for the longest of the following retention periods that applies: (i) any period prescribedby Applicable Law or stated expressly in a Purchase Order; (ii) for Records related to invoices, for three (3) years after payment of theinvoice by Buyer; (iii) for Records related to reports submitted to Buyer, for three (3) years after the report is submitted; and (iv) for allRecords not addressed by one of the above, for three (3) years after the term of the Purchase Order.c. At no additional cost to Buyer, Seller will allow Buyer to inspect (and, upon request, Seller will furnish copies of) Records that Seller isrequired to create or maintain pursuant to this Section for the purposes of evaluating and verifying: (i) compliance with these Terms andany Purchase Order; (ii) compliance with Applicable Law; (iii) the accuracy and propriety of any invoice submitted to Buyer; (iv)compliance with any health, safety and environmental standards based on the Pharmaceutical Industry Principles for Responsible SupplyChain Management; and (v) the accuracy of any representations or reports submitted to Buyer.d. At reasonable times and with reasonable advance notice and subject to compliance with all applicable confidentiality provisions herein,,Buyer may enter and inspect any premises where Records are maintained or services are performed as Buyer deems necessary toaccomplish the evaluations and verifications described above. Seller will cooperate with Buyer and provide reasonable assistance to Buyerto facilitate the evaluation and inspection, and Buyer will reasonably cooperate with Seller to mitigate disruption to Seller's operations. Inthe event that Records are maintained, services are performed, or Buyer's property is kept at premises that Seller does not control, Sellerwill secure rights of entry and inspection sufficient to allow Buyer to exercise its rights under this section.e. Buyer, its employees, or designees may exercise Buyer's rights of entrance and inspection under this section. Employees and designeesshall be held to the same standards of confidentiality provided herein through the independent contractual obligations he/she has withBuyer. Examples of persons or designees that Buyer may designate include Buyer's independent auditors and representatives of any state,local or foreign government entity, authority, agency, court, or commission and any applicable arbitrator having jurisdiction over Buyer orits activities related to a Purchase Order.f. For Records generated by electronic databases, spreadsheets, programs or the like, Buyer's rights to access and inspection under this sectionextend to the database, spreadsheet or program that generated the Record as well as the Record itself.g. Some Records required by this section may also fall within the definition of Deliverables or within Seller’s existing intellectual capital thatis incorporated into the Deliverable (as described in Section 36). Seller's obligations under this section do not diminish Seller's otherobligations toward, or Buyer's property rights to, such Records. Seller's obligations to maintain Records under this section are extinguishedto the extent that Seller properly satisfies another obligation in these Terms or any Purchase Order to deliver or to dispose of such Records.h. Buyer will pay its own expenses for any inspection of the Records or Seller's premises. However, if in any audit, Buyer determines thatmaterial issues exist that result, resulted or will result in an overcharge of one percent (1%) or more of the invoiced amount for the auditedperiod, Seller will, within thirty (30) days of receipt of Buyer's notice and supporting documentation, reimburse Buyer for its out-of-pocketcosts incurred in conducting the audit, in addition to any remedies that Buyer may have for the overcharge (such as a refund). Thissubsection is intended as a fair allocation of audit expenses, not as damages or a penalty.22. CUSTOMS AND IMPORTS:a. CTPAT and other Customs Programs. Regarding any Imported Products, Seller shall provide information to Buyer, in the form, qualityand detail reasonably required by Buyer, to enable Buyer to comply with applicable customs requirements, including the Customs-TradePartnership Against Terrorism. If Seller participates in Customs Industry Partnership Programs, Carrier Initiative Program, Super CarrierInitiative Program, or Business Anti-Smuggling Coalition, Seller shall so notify Buyer.b. Country of Origin. Imported Products must be clearly marked with the country of origin (for customs purposes) on each container or onthe merchandise as applicable. The U.S. Customs country of origin is generally the country of manufacture, production, or growth.c. Invoices for Imported Products. For Imported Products, invoices (both commercial and pro forma) must contain (written in English)sufficient information and detail (as described below) as reasonably required by Buyer to comply with applicable customs requirements. Apro forma invoice is one provided for customs valuation purposes only, is not expected to be directly paid, and should contain thestatement: "Value for Customs purposes only." Shipping invoices and commercial invoices must use consistent valuations for goods.2013 Terms and ConditionsMPT v.3.3 - 20136 of 12

d. Classification of Imported Products. At time of purchase of Imported Products, Seller shall provide to Buyer a proposed tariff classificationfor same as determined from the Harmonized Tariff Schedule of the United States. Buyer will make the final determination of theappropriate tariff classification and provide it to Seller for inclusion in the invoices. Buyer may choose to classify an item of importedgoods within a special U.S. customs duty preference program. Such programs may require additional documentation from the supplier ofthe goods. Seller shall provide reasonable assistance to Buyer, at no additional charge to Buyer, to enable Buyer to comply with suchprogram.e. Importer Security Filing. Seller agrees to timely provide Buyer or Buyer’s agent with all information necessary for Buyer to submit theimporter security filing required by U.S. Customs and Border Protection for relevant shipments to the United States. This informationincludes, but is not limited to, manufacturer/supplier name, seller name and address, container stuffing location, consolidator name andaddress (if applicable), country of origin, and tariff classification. Seller's failure to provide the required information in a timely mannerwill preclude shipment of the goods to the United States and constitutes a material breach of these Terms.f. Importer of Record. The parties agree that any materials or Deliverables shipped to the United States in conjunction with Seller'sperformance of its obligations under any Purchase Order will be imported by Seller and delivered to Seller’s US facility before anyshipment to Buyer’s designated facility. Alternatively, if agreed by Buyer, Seller may “drop ship” Deliverables directly to Buyer’sdesignated facility. In either instance, unless otherwise directed by Buyer, Seller shall be the "importer of record" and shall comply with itsobligations as defined in 19 U.S.C. § 1484: including: (i) payment of all import related fees or expenses, customs duties and fees, and feesfor custom house brokerage; (ii) arrangement of all logistics for importation, including selection of customhouse brokers, carriers andfreight forwarders; (iii) obtaining and filing all necessary import documentation, authorizations, and declarations; and (iv) compliance withall Applicable Laws related to the exportation of such materials from the country(ies) of origin. Seller shall retain title and risk of loss orother damage to materials until received by Buyer or it designee.g. Express Consignment Couriers. Under certain circumstances, shipment by express consignment courier (e.g., FedEx, DHL, Express WorldCourier, etc.) may be preferred. Notwithstanding the foregoing, in these instances, Seller shall ship materials or Deliverables, at its ownexpense, using an express consignment courier (Courier) nominated by Seller and agreed to by Buyer. Seller will provide to the Courierfor each article in the shipment appropriate documentation that includes a (i) detailed descriptions; (ii) six-digit tariff code from theHarmonized Tariff Schedule; (iii) statement of intended use; (iv) fair value; (v) country of origin; (vi) name and address of manufacturer ifdifferent than shipper; (vii) contact information for both sender and receiver of the shipment; and (viii) other information or documentation(e.g., FDA End Use Letter, USDA Declaration, etc.) as required by the Courier to effect export and import clearances and enabletransportation to Buyer’s designated facility.23. EXPORT INFORMATION: For each Deliverable, Seller shall provide to Buyer a proposed ECCN. Buyer will make the final determinationregarding the appropriate ECCN. Seller shall provide reasonable assistance to Buyer, at no additional charge to Buyer, to enable Buyer todetermine the appropriate ECCN.a. Export Clearance Documentation. If Seller is authorized by Buyer to file export clearance documentation (such as Electronic ExportInformation in the United States) with any governmental authority on Buyer’s behalf, Seller shall: (i) accurately prepare and timely filesuch export clearance documentation as required by Applicable Law based on information provided by Buyer or by other parties involvedin the transaction; (ii) retain such export clearance filings, whether electronically or otherwise, and documentation to support theinformation provided in the filing of such clearance documents for a period of at least five (5) years from the date of export; and (iii) uponrequest, provide Buyer in a mutually agreed format a copy of export clearance documents filed, electronically or otherwise, by Seller onbehalf of Buyer. In the event that Seller is uncertain of or is missing specific information required for the filing of export clearancedocumentation, or has questions about any other legal or factual issue related to an export, Seller shall promptly inquire of Buyerconcerning such uncertainty, missing information, or question.24. TAXES. Each party will be responsible for its own taxes, including property taxes on property it owns or leases, income taxes on its businessand, any other taxes incurred by such party in connection with its business and with performing its obligations hereunder. Buyer will beresponsible for any transaction taxes properly collectible from Buyer under Applicable Law. Seller will be responsible for payment of anytransaction taxes that are, under Applicable Law, properly borne by Seller; including, but not limited to all export and import taxes. Thecalculation of taxes shall not include, and Buyer shall not pay, any taxes that are related to intra-corporate transfers or intermediate supplies ofthe services between Seller and its affiliates or between Seller’s affiliates and related entities.25. REIMBURSABLE TRAVEL AND EXPENSES: In the event that travel and other out-of-pocket expenses are included in an approvedPurchase Order, Buyer will reimburse Seller only for Seller’s actual, reasonable, proper, out-of-pocket expenses, with no additional overhead,profit margin, administrative charges, handling fees, or other markup, directly attributable to the Purchase Order in accordance with Buyer’sTravel Policy. Buyer shall provide Seller with a copy of Buyer’ Travel Policy upon request.2013 Terms and ConditionsMPT v.3.3 - 20137 of 12

If this order involves software or information technology hardware orservices, the following terms shall apply in addition to the terms set outabove:26. LICENSE: Seller hereby grants to Buyer, and Buyer hereby accepts, on the following terms and conditions, a nonexclusive andnontransferable, fully paid-up, irrevocable, world-wide, perpetual license (unless otherwise expressly specified in the applicable PurchaseOrder) to use the software for the number of users or copies of the software provided on the Purchase Order (the "License"). Unless specifiedotherwise on the applicable Purchase Order, the License shall be an enterprise license for all applicable CPUs and available for use by Buyer, itsaffiliated companies, third party service providers, and other necessary parties. All license limitations on use by Buyer (per user, type of user(named, concurrent, etc.), per CPU, per node, per server, etc.) shall be specifically stated in the applicable Purchase Order or shall be of noeffect. Buyer agrees not to cause or permit the: (i) use, copying, modification, rental, lease, or transfer of the software, except as expresslyprovided in these Terms; (ii) creation of any derivative works based on the software; or (iii) reverse engineering, disassembly, or decompliationof the software. Seller and Buyer expressly agree that any software shrink-wrap and click-through software licensing agreements or other suchterms shall not apply to any software purchased or licensed under any Purchase Order unless Buyer expressly agrees in writing to such shrinkwrapor click-through software licensing agreement.27. USE OF SOFTWARE AND DOCUMENTATION:a. Buyer may, as part of the License, make additional copies of the software and documentation to support the licensed software anddocumentation. Buyer may also make backup and archival copies of the software and documentation. Unless otherwise provided on theapplicable Purchase Order, Buyer shall have the right to use the software on or in connection with any CPU that Buyer utilizes to fulfill itsdata processing needs. Buyer reserves the right to use the software at one or more sites and to transfer such software to any location as itmay determine.b. Buyer, its agents, contractors, assignees and employees shall have the right to unlimited use of the software and to operate and use thesoftware at any time and for any period of time at the convenience of Buyer within the scope of the License. Buyer may use the softwareacquired hereunder for such purposes and functions as may be necessary or convenient for Buyer's business purposes, including processingaffiliated companies and third party data, and the use of such software shall not be restricted to any particular purpose or function.c. The License granted herein or the Purchase Order shall commence upon execution of the applicable Purchase Order.28. INFORMATION TECHNOLOGY REPRESENTATIONS AND WARRANTIES: Regarding software or IT hardware ("IT Products"):a. Seller represents and warrants that at delivery and throughout the twelve (12) month period following receipt of the IT Products (or anyupdate thereto) by Buyer (the "Warranty Period") the IT Products shall conform to and will operate in accordance with the Purchase Orderand all documentation and specifications supplied by Seller to Buyer. Seller shall not be responsible to the extent failures are caused by: (a)Buyer's failure to use the IT Products in accordance with instructions included in the documentation provided to Buyer by Seller; or (b) themodification of the IT Products by any person other than Seller, its employees, agents, affiliates or subcontractors (unless suchmodification was authorized or approved by any of the foregoing).b. Seller warrants that all tapes, diskettes or other electronic media provided to Buyer hereunder will be free from defects during the WarrantyPeriod. Seller shall, within five (5) days of notification by Buyer of such defect, replace any defective electronic media at no additional costto Buyer.c. Seller represents and warrants that it shall at all times document the operation of the IT Products in a manner consistent with the bestpractices of the software development industry, and such documentation shall accurately reflect the operation of the IT Products and enablea person reasonably skilled in computer programming and in possession of the IT Products source code to use and maintain the IT Productsfully and completely.d. Seller represents and warrants that any equipment delivered hereunder shall be delivered to Buyer with the full warranty granted by theoriginal manufacturer of the equipment still effective. Notice regarding warranty claims raised by Buyer due to defects and/or nonconformitiesin the equipment or in the operation of the equipment shall be given only to Seller, and upon receipt of such a notice, Sellershall take the steps necessary to effect repair of the equipment.e. Seller represents and warrants that if maintenance services are elected by Buyer, the maintenance services agreement shall becomeeffective upon installation of the IT Product. Buyer's payment obligations for maintenance services shall begin at the end of the WarrantyPeriod of the IT Products, and shall renew annually unless otherwise terminated by Buyer, provided Seller notifies Buyer in writing thirty(30) days in advance of such renewal date. Notwithstanding the foregoing, Buyer's failure to install or utilize any improvements,enhancements or newly released versions of the IT Product shall have no effect on the Seller's provision of maintenance services. Sellerwarrants and represents that maintenance services for an IT Product shall be available from Seller for the greater of two (2) years from the2013 Terms and ConditionsMPT v.3.3 - 20138 of 12

Acceptance Date of the IT Product by Buyer or the current version plus the one (1) prior versions. Seller shall provide to Buyer as part ofmaintenance services, Updates and Upgrades to the IT Product at no additional cost to Buyer.f. The occurrence in or use by the IT Product supplied by Seller of any dates will not adversely affect its performance with respect to datedependentdata, computations, output, or other functions (including, without limitation, calculating, comparing, and sequencing) and thatthe IT Product will create, store, process and output information related to or including dates without errors or omissions and at noadditional cost to Buyer. At Buyer's request, Seller will provide sufficient evidence to demonstrate the adequate testing of the IT Product tomeet the foregoing requirements.g. Seller warrants that: (i) unless authorized in writing by Buyer; or (ii) necessary to perform valid duties under the IT ProductsDocumentation, any IT Products provided to Buyer by Seller for use by Seller or Buyer shall: (a) contain no hidden files; (b) not replicate,transmit or activate itself without control of a person operating computing equipment on which it resides; (c) not alter, damage, or erase anydata or computer programs without control of a person operating the computing equipment on which it resides; and (d) contain no key,node lock, time-out or other function, whether implemented by electronic, mechanical or other means, which restricts or may restrict use oraccess to any programs or data developed under the applicable Purchase Order, based on residency on a specific hardware configuration,frequency or duration of use, or other limiting criteria ("Illicit Code"). Provided and to the extent any IT Product has any of the foregoingattributes, and notwithstanding anything elsewhere in the applicable Purchase Order to the contrary, Seller shall be in default of suchPurchase Order, and no cure period shall apply. In addition to any other remedies available to it under this Purchase Order, Buyer reservesthe right to pursue any civil and/or criminal penalties available to it against the Seller.h. Seller warrants that it shall not use or incorporate Buyer's Confidential Information, data, or intellectual property in Seller's software orproducts.29. LICENSE OR MAINTENANCE TERMINATION:a. In the event of a material breach by Buyer of any of its obligations under the applicable Purchase Order, Seller may terminate the licensessubject to such material breach upon sixty (60) days advance written notice to Buyer, provided that Buyer has not cured the breach withinsuch notice period. This right to terminate shall not apply to Buyer's breach of any obligation relating to any maintenance services. Sixty(60) days after termination of such Purchase Order pursuant to this Section 29(A), Buyer shall discontinue further use of the terminatedlicenses. Buyer shall, upon written request by Seller, provide Seller with written certification indicating the destruction of such copies ofthe applicable software in Buyer's possession or under its custody or control.b. In the event of a breach by Seller of any of its representations, warranties or obligations under the applicable Purchase Order, these Terms,a maintenance agreement, Buyer may terminate either the License, as well as any associated maintenance services, or the maintenanceservices (if any) alone, upon thirty (30) days’ notice to Seller, provided that Seller has not cured the breach within such notice period.i. If Buyer terminates the License and the maintenance services based on such breach, Seller shall refund any and all amounts paidhereunder by Buyer for the License and shall refund on a pro rata basis any and all amounts paid hereunder by Buyer for themaintenance services. Sixty (60) days after termination of the License pursuant to this Section 29(B) (i), Buyer shall discontinuefurther use of such License. Buyer shall, upon written request by Seller, provide Seller with written certification indicating thedestruction of all copies of the applicable software in Buyer's possession or under its custody or control.ii.If Buyer terminates only the maintenance services, Seller shall refund on a pro rata basis any and all amounts paid hereunder by Buyerfor maintenance services. Buyer shall retain all of its rights under the License.c. The other provisions of the Purchase Order and these Terms shall survive termination of any License.30. UCITA: Seller and Buyer hereby acknowledge and agree that any provisions of any state law adopting exactly or in modified form the UniformComputer Information Transactions Act ("UCITA") shall not be applicable to this Purchase Order. Furthermore, both Seller and Buyer waiveany and all rights arising from any such law.31. DATA: Buyer owns all rights to any data or results generated as a result of the use of the IT Product and may use, execute, display, copy,manipulate and create derivatives of any data or results generated as a result of the use of the IT Product.If this order involves performance by Seller of installation, maintenance, orother services, the following terms shall apply in addition to the terms setout above:2013 Terms and ConditionsMPT v.3.3 - 20139 of 12

32. LABOR FURNISHED BY SELLER: Seller acknowledges and agrees that in performing services, Seller will be acting solely as anindependent contractor, and neither Seller nor any of its employees, associated consultants, subcontractors or employees of said consultants orsubcontractors shall be deemed to be employees of Buyer for any purpose. Except as allowed by the “Subcontractors” provisions below, allpersons employed by Seller in the performance of the services are employees of Seller. Seller shall carry such employees on the payrolls ofSeller and make all required payments to state, federal and local authorities covering payroll taxes and any other payments relating to suchpersons' employment.33. SUBCONTRACTORS: Seller shall not use any subcontractor without the prior written approval of Buyer. Subject to the foregoing, if Sellershould use a subcontractor, Seller shall be fully responsible for services performed by the subcontractor to the same extent as if the serviceswere performed directly by Seller and ensure that such subcontractors comply with all of the requirements of these Terms and the applicablePurchase Order. Seller shall not subcontract any performance hereunder to any party that is on the Specialty Designated Nationals and BlockedPersons List available at http://www.ustreas.gov/offices/enforcement/ofac/ maintained by the U.S. Treasury Department's Office of ForeignAssets Control or to any party who is located in or has its principal place of business in a country subject to economic sanctions maintained bythe U.S. Treasury Department's Office of Foreign Asset Controls (as of 1 March 2013, Iran, Sudan, Syria and Cuba). Seller has communicatedall necessary terms and obligations to subcontractors, if any, who will be performing work hereunder so that the subcontractor mayappropriately carry out its obligations hereunder.34. VERIFICATION AND ACCEPTANCE OF SERVICES: Seller shall document each maintenance or service call with a work order, whichshall be signed by Buyer's representative and submitted with Seller's invoice.35. LIENS: Seller agrees and warrants that no mechanics’ liens shall attach to Buyer's property by virtue of Seller's default in paying itsemployees, suppliers or subcontractors.36. OWNERSHIP OF DELIVERABLES: Buyer shall own all right, title and interest, including Intellectual Property Rights, in the Deliverables,and Seller hereby assigns and conveys such right, title and interest to Buyer. All originals and copies of the Deliverables shall be delivered toBuyer upon the earliest of the completion of the services, the termination or suspension of the services, or the written request of Buyer. AnyWork Product that constitutes “work made for hire” (within the meaning of United States copyright law) will be treated as such. Seller agrees toexecute, without further consideration, assignments or other documents that may be necessary to establish Buyer's ownership of theDeliverables. Seller shall cooperate with Buyer or its designees and execute documents of assignment, declarations, and other documents whichmay be prepared by Buyer, and take other necessary actions as reasonably directed by Buyer, to effect the foregoing or to perfect or enforce anyproprietary rights resulting from or related to these Terms or a Purchase Order. Such cooperation and execution shall be performed withoutadditional compensation to Seller; provided, however, Buyer shall reimburse Seller for reasonable out-of-pocket expenses incurred at thespecific request of Buyer. Seller shall cause each of Seller's employees charged with performance of services for Buyer or granted access toconfidential information to execute an agreement recognizing Buyer's ownership rights and concurring with the obligations of Seller as set forthherein. Seller hereby grants Buyer a non-exclusive, perpetual license to use, copy, and distribute all Seller property provided to Buyer as part ofthe Deliverables hereunder. If the Deliverable incorporates any intellectual property (including software) that Buyer has purchased or licensedfrom Seller pursuant to another written agreement, then such other agreement or provision shall control each party’s rights with respect to suchintellectual property.Despite the preceding clauses, Seller retains all Intellectual Property Rights (other than the following license) to any portion of existingintellectual capital that is incorporated into any Deliverable. Seller grants to Buyer and its affiliates a non-exclusive, world-wide, royalty-freelicense to such Existing Intellectual Capital sufficient to allow full lawful use of the Deliverables that incorporate it, including the use of theDeliverables by Buyer’s agents and independent contractors solely to furnish services to Buyer or its affiliates.Despite the preceding clauses, if the Deliverables incorporate any Intellectual Property owned or controlled by a third party, then Seller herebygrants to Buyer and its affiliates, or shall acquire on behalf of Buyer and its affiliates, a perpetual, royalty-free, world-wide, non-exclusivelicense or sublicense sufficient to allow full lawful use of the Deliverables that incorporate it, including the use of the Deliverables by Buyer’sagents and independent contractors solely to furnish services to Buyer or its affiliates. Seller hereby represents and warrants to Buyer that it hasor will have the right to grant such license or sublicense and to incorporate such intellectual property into the Deliverable.37. TERMINATION: Despite any contrary terms contained above, Buyer shall have the right at its absolute discretion, for five (5) days followingBuyer’s written notice to Seller, to terminate, in whole or in part, any Purchase Order or any contract of sale resulting from its acceptance. Inthe event of such termination, Buyer shall have no obligation to Seller except the obligation to pay all costs actually and reasonably incurred bySeller prior to the date of termination plus a normally accepted trade allowance on such costs as full payment of Seller's overhead and profit,provided, however, that in no event shall Buyer be obligated to pay an amount in excess of the amount set out in the applicable Purchase Order;advance payments will be refunded accordingly. If any Purchase Order or any resulting contract is terminated as a result of the default of Seller,Buyer shall have no obligation to reimburse Seller for any services performed by Seller pursuant to Buyer's order or any resulting contract.Seller agrees that breach of the Lilly Anti-Bribery Commitments for Suppliers shall be considered a material breach of the Terms and that Buyermay immediately seek all remedies available under law and equity including immediate termination of the Purchase Order.2013 Terms and ConditionsMPT v.3.3 - 201310 of 12

Instructions:MARKINGS:• Show Buyer's Order number on all packages.• Each Container must also be plainly identified by:− Name of Manufacturer− Buyer's Product Title− Net Weight− Parcel Number of Total Parcels Shipped− Country of Origin MarkingADDITIONAL INSTRUCTIONS FOR SHIPMENTS OF DRUGS, CHEMICALS, AND PACKAGING MATERIALS:• Each container must also be plainly identified with the Manufacturer's Control Number, Manufacturing Location, Buyer's Item Code, Lotor Batch Number.• Keep number of lots to a minimum.ADDITIONAL INSTRUCTIONS FOR PRODUCT RECALLS OR TECHNICAL BULLETINS:Mail all product recalls using United States Postal Service Certified Mail using the following address format:Eli Lilly and CompanyRe: Supplier Product Recall1 Lilly Corporate CenterIndianapolis, IN 46285Mail all Technical bulletins using United States Postal Service Certified Mail using the following address format:Eli Lilly and CompanyRe: Supplier Technical Bulletin1 Lilly Corporate CenterIndianapolis, IN 46285PACKING SLIPS: A packing slip itemizing contents must be placed on the outside of each shipment in a protective envelope. Buyer's purchaseorder line number must appear with each item on Seller's packing slip. On shipments of drugs and chemicals, also show number of containers in eachbatch.SHIPPING ADDRESS AND DOCUMENTATION: Domestic and International Shipments. Inbound Routing Instructions: Prior to shipment,Seller shall meet Buyer’s requirements regarding the Lilly Inbound Routing Instructions as provided on the Internet at http://supplierportal.lilly.comor otherwise made available to Seller.INVOICES:A valid invoice must include Buyer's purchase order number, invoice number, invoice date, description, price and quantity of goods/servicesprovided, net weights, transportation terms, and total amount due. Buyer's purchase order line number must appear with each item on Seller's invoice.Buyer’s purchase order currency must match invoice currency in order to be paid by Lilly Accounts Payable. Please refer to additional instructionsregarding invoices in the Accounts Payable section on the Internet at http://supplierportal.lilly.com.Vendors submitting invoices via EDI or web enabled EDI process should not submit duplicate paper invoices for this purpose. Further instructionscan be obtained by calling (877) 511-1529.For Imported Products, invoices (both commercial and pro forma) must contain (written in English):• Name and complete address of seller/ manufacturer;• Accurate and detailed description of the goods (adequate to permit accurate customs classification and clearance);• The name and contact information of the person receiving the goods at Lilly;• Quantity, unit of measure and purchase price of each item; tariff classification code from the Harmonized Tariff Schedule of the U.S.;clearly stated terms of sale; Chemical Abstract Service Number (CAS#) and International Non-Proprietary Name (INN), if available, forchemical compounds;• Currency of purchase;• Country of origin of goods;• Separately itemized freight and insurance if to be paid by Buyer and included in the invoice;• The port of entry to which the Imported Products are shipped; and2013 Terms and ConditionsMPT v.3.3 - 201311 of 12

• Chemical compounds that are proprietary in nature shall have sufficient description to enable proper classification (e.g. Quinoline (with noother fused ring structure) derivatives including ester and halogens).Invoices including VAT:• Must include the seller’s VAT registration number.• All VAT charges submitted to Buyer will be shown as a separate line item on all Seller invoices.• The invoices which include VAT charges must be delivered to Lilly in original paper invoice for payment or via the buyer’s web invoicingsystem to be considered.• For instructions regarding Standard of Documentation Required for European VAT Reclaim see: http://supplierportal.lilly.com.Suppliers that have been pre-approved to mail invoices to Accounts Payable should use the following address:ELI LILLY AND COMPANYACCOUNTS PAYABLE DIVISIONP.O. BOX 12000AGUADILLA, PR 00605Note: Invoices submitted on paper that have not been pre-approved may be assessed a $50 processing fee. Suppliers cannot assess this fee or anyother invoice processing fees on their invoice.Additional questions on Lilly's invoice handling process may be directed to (877) 511-1529.BILLS OF LADING:Show Buyer's order number, net weight, gross weight, and/or tare weight where applicable, as well as the number of containers; if drugs or chemicalsalso show number of containers in each batch. If transportation is F.O.B. origin and transportation charges are for Buyer's account, ship at releasedvalue rates that will produce lowest transportation cost via Buyer's designated carrier. When Buyer's carrier is not used and that results in highertransportation charges for Buyer, the excess charges will be deducted from Seller's invoice prior to payment.2013 Terms and ConditionsMPT v.3.3 - 201312 of 12

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