ELI LILLY & Co SC TO-T, filed Dec 22, 2020

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ELI LILLY & Co (LLY)

SC TO-T 2020-12-22

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Transaction Valuation*		Amount of Filing Fee**
$895,944,268.62		$97,747.52


Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated December 22, 2020.*

(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*

(a)(1)(C)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(D)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E)		Summary Advertisement, dated December 22, 2020.*

(a)(5)(A)		Joint Press Release issued by Lilly and Prevail on December 15, 2020 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Lilly on December 15, 2020).

(b)		Not applicable.

(d)(1)		Agreement and Plan of Merger, dated December 14, 2020, by and among Eli Lilly and Company, Tyto Acquisition Corporation and Prevail Therapeutics Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Prevail on December 15, 2020 (File No. 001-38939)).

(d)(2)		Tender and Support Agreement, dated December 14, 2020, by and among Eli Lilly and Company, Tyto Acquisition Corporation and OrbiMed Private Investments VI L.P. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Prevail on December 15, 2020 (File No. 001-38939)).

(d)(3)		Tender and Support Agreement, dated December 14, 2020, by and among Eli Lilly and Company, Tyto Acquisition Corporation, Pontifax (Cayman) V L.P., Pontifax (China) V L.P., Pontifax (Israel) V L.P. and Pontifax Late Stage Fund L.P. (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed by Prevail on December 15, 2020 (File No. 001-38939)).


Exhibit No.		Description

(d)(4)		Tender and Support Agreement, dated December 14, 2020, by and among Eli Lilly and Company, Tyto Acquisition Corporation and Asa Abeliovich, M.D., Ph.D. (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed by Prevail on December 15, 2020 (File No. 001-38939)).

(d)(5)		Form of Contingent Value Rights Agreement (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K filed by Prevail on December 15, 2020 (File No. 001-38939)).

(d)(6)		Amended and Restated Mutual Confidentiality Agreement, dated October 1, 2020, between Prevail and Lilly.*

(g)		Not applicable.

(h)		Not applicable.


	Tyto Acquisition Corporation

Date: December 22, 2020	By:	/s/ Kenneth L. Custer
		Name:	Kenneth L. Custer
		Title:	President

	Eli Lilly and Company

	By:	/s/ Joshua L. Smiley
		Name:	Joshua L. Smiley
		Title:	Senior Vice President and Chief Financial Officer


Summary Term Sheet		i

INTRODUCTION		1

THE TENDER OFFER		2

1.	Terms of the Offer	2

2.	Acceptance for Payment and Payment for Shares	4

3.	Procedures for Accepting the Offer and Tendering Shares	5

4.	Withdrawal Rights	8

5.	Material U.S. Federal Income Tax Consequences	8

6.	Price Range of Shares; Dividends on the Shares	12

7.	Certain Information Concerning Prevail	13

8.	Certain Information Concerning Lilly and Purchaser	13

9.	Source and Amount of Funds	15

10.	Background of the Offer; Past Contacts or Negotiations with Prevail	15

11.	The Merger Agreement; Other Agreements	19

12.	Purpose of the Offer; Plans for Prevail	40

13.	Certain Effects of the Offer	41

14.	Dividends and Distributions	42

15.	Conditions of the Offer	42

16.	Certain Legal Matters; Regulatory Approvals	43

17.	Appraisal Rights	46

18.	Fees and Expenses	47

19.	Miscellaneous	47


	High		Low
Fiscal Year Ended December 31, 2020
Fourth Quarter (through December 21, 2020)	$	23.35	$	9.21
Third Quarter	$	16.45	$	9.86
Second Quarter	$	19.96	$	11.50
First Quarter	$	19.25	$	9.02

Fiscal Year Ended December 31, 2019
Fourth Quarter	$	18.28	$	9.12
Third Quarter	$	15.45	$	7.41
Second Quarter (from June 20, 2019, the date of Prevail’s initial public offering)	$	16.90	$	12.05


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
Travis A. Coy		Director Travis Coy is Senior Director and Head of Transactions and M&A for Corporate Business Development at Lilly. Prior to this role, Travis led business development transactions for oncology.

Philip L. Johnson		Director; Vice President and Treasurer Philip L. Johnson is Senior Vice President, Finance and Treasurer of Lilly with responsibility for treasury operations, pension benefits investments, risk management, investor relations, corporate finance and investment banking. Prior to this role, Philip served as Vice President of Investor Relations.

Kenneth L. Custer		Director; President Kenneth Custer is Vice President, R&D Business Development for Lilly. Since joining Lilly in 2009 Kenneth has held position in Sales, Marketing, and R&D. Prior to assuming his current role, Kenneth was the Vice President of Portfolio Strategy and Chief of Staff for Lilly Research Labs from November 2018 to August 2020.

Erin Conway		Secretary Erin Conway joined Lilly in October 2020 as Senior Director — Corporate Securities and Assistant Corporate Secretary. Prior to joining Lilly, Erin served as senior managing counsel, securities and corporate governance, of United Airlines Holdings, Inc. (“United”) from December 2019 to October 2020, and as counsel, securities and corporate governance, of United from January 2018 to December 2019. Prior thereto, she served as an associate at Skadden, Arps, Slate, Meagher & Flom LLP.

Katie Lodato		Vice President, Corporate Tax and Assistant Treasurer Katie Lodato is Vice President-Global Tax for Lilly. Prior to this role, Katie served in a variety of tax-related roles at Lilly, including Senior Director and Tax Counsel — Transfer Pricing, M&A and Audit from July 2014 to December 2017, and Tax Strategy Director and Counsel from October 2013 to June 2014.


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
Ralph Alvarez Director		Ralph Alvarez joined Advent International Corporation, a large private global equity firm, in July 2017 as an operating partner. He was elected to the Eli Lilly and Company board of directors in 2009. Born in Cuba, he received his bachelor’s degree in business administration from the University of Miami. Ralph retired as president and chief operating officer of McDonald’s Corporation in 2009. Prior to joining McDonald’s in 1994, he held leadership positions at Burger King Corporation and Wendy’s International, Inc. He held a variety of leadership roles throughout his career, including chief operations officer and president of the central division, both with McDonald’s USA. Before joining the U.S. business, Ralph was president of McDonald’s Mexico. From July 2004 until January 2005, he was president of McDonald’s USA, where he led a team that aligned employees, owner/operators and suppliers behind the company’s “Plan to Win” strategy — the catalyst for the turnaround of its U.S. business. Ralph served as president of McDonald’s North America from January 2005 until August 2006. In this role, he was responsible for all McDonald’s restaurants in the U.S. and Canada. Ralph became president and chief operating officer in August 2006. He set the global strategy and directed operations for 32,000 McDonald’s restaurants in 118 countries. Ralph is an active advocate for education. He serves on the President’s Council for the University of Miami. Ralph is also a member of the boards of directors of Lowe’s Companies, Inc. and Dunkin’ Brands Group, Inc. He also previously served on the boards of McDonald’s Corporation, Realogy Holdings Corp., KeyCorp, and Skylark Co., Ltd.

Katherine Baicker, Ph.D. Director		Katherine Baicker, Ph.D., is the Dean of the Harris School of Public Policy at the University of Chicago. She is also a research associate at the National Bureau of Economic Research. She was elected to the Eli Lilly and Company board of directors in 2011. Katherine received a bachelor of arts degree in economics, magna cum laude, from Yale University in 1993, and a Ph.D. in economics from Harvard University in 1998. Before serving at the University of Chicago, she was the C. Boyden Gray professor of health economics at the Harvard T.H. Chan School of Public Health, where she now holds an appointment as an adjunct professor. From 1998 to 2005, Katherine was assistant professor and associate professor of economics at Dartmouth College. From 2005 to 2007, she served as a Senate-confirmed member of the Council of Economic Advisers in the Executive Office of the President, where she played a leading role in the development of health policy. Katherine serves on the board of directors of HMS Holdings. She also serves on the Panel of Health Advisers to the Congressional Budget Office, the Advisory Board of the National Institute for Health Care Management Foundation, the


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		editorial board of Health Affairs, and as a trustee of the Mayo Clinic. She is an elected member of the National Academy of Medicine, the National Academy of Social Insurance, the Council on Foreign Relations, and the American Academy of Arts and Sciences.

Carolyn R. Bertozzi, Ph.D. Director		Carolyn R. Bertozzi, Ph.D., is the Anne T. and Robert M. Bass Professor of Chemistry and Professor of Chemical & Systems Biology and Radiology at Stanford University, and an Investigator of the Howard Hughes Medical Institute. She was elected to the Eli Lilly and Company board of directors in 2017. She completed her undergraduate degree in chemistry from Harvard University in 1988 and her doctorate in chemistry from University of California, Berkeley, in 1993. After completing postdoctoral work at University of California, San Francisco, in the field of cellular immunology, she joined the UC Berkeley faculty in 1996. In June 2015, she joined the faculty at Stanford University coincident with the launch of Stanford’s Chemistry, Engineering & Medicine for Human Health (ChEM-H) Institute. Carolyn’s research interests span the disciplines of chemistry and biology with an emphasis on studies of cell surface glycosylation pertinent to disease states. Her lab focuses on profiling changes in cell surface glycosylation associated with cancer, inflammation and bacterial infection, and exploiting this information for development of diagnostic and therapeutic approaches, most recently in the area of immuno-oncology. She has been recognized with many honors and awards for her research accomplishments. She is an elected member of the Institute of Medicine, National Academy of Sciences, and American Academy of Arts and Sciences. She has been awarded the Lemelson-MIT Prize, the Heinrich Wieland Prize and a MacArthur Foundation Fellowship, among many others.

Michael L. Eskew Director		Michael L. Eskew is retired chairman and chief executive officer of United Parcel Service, Inc., a position he held from January 2002 until December 2007. He was elected to the Eli Lilly and Company board of directors in 2008. A native of Vincennes, Indiana, Michael graduated from Purdue University with a bachelor’s degree in industrial engineering. He also completed the advanced management program at the Wharton School of Business. Michael serves as the chairman of the board of trustees of The Annie E. Casey Foundation, which is the country’s largest foundation dedicated to disadvantaged youth. He also serves on the boards of directors of the 3M Company, IBM Corporation and Allstate Corporation.

J. Erik Fyrwald Director		J. Erik Fyrwald joined Syngenta in June 2016 as president and chief executive officer. He was elected to the Eli Lilly and Company board of directors in 2005. Fyrwald served as chief executive officer of Univar from May 2012 until May 2016. In 2008, following a 27-year career at DuPont, he joined Nalco Company, serving as chairman and chief executive officer until 2011, when Nalco merged with Ecolab Inc. Following the merger, Fyrwald served as president of Ecolab. From 2003 to 2008, Fyrwald served as group vice president of the agriculture and nutrition division at E.I. du Pont de Nemours and Company. From 2000 until 2003, he was vice president and general manager of DuPont’s


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		nutrition and health business. Fyrwald attended the University of Delaware, where he received a bachelor of science degree in chemical engineering in 1981. He also completed the advanced management program at Harvard Business School. Fyrwald serves on the boards of directors of Syngenta, Bunge Limited, CropLife International, the Swiss-American Chamber of Commerce and the UN World Food Program Farm to Market Initiative.

Jamere Jackson Director		Jamere Jackson, executive vice president and chief financial officer of AutoZone, Inc., was elected to the Eli Lilly and Company board of directors in 2016. Prior to joining AutoZone, Jamere was chief financial officer of Hertz Global Holdings Inc. Before joining Hertz, he held the chief financial officer position at Nielsen Holdings plc. Jamere also spent nearly 10 years at General Electric in a variety of financial leadership roles in GE Corporate, GE Aviation, and GE Oil and Gas. Prior to joining GE, he held several roles in finance, mergers and acquisitions, and strategic planning at Procter & Gamble, Yum Brands (Pizza Hut), First Data Corporation and Total System Services. Jamere received his undergraduate degree in finance and business economics from the University of Notre Dame in 1990 and is a certified public accountant. He serves on the board of directors for Hibbett Sports, Inc.

William G. Kaelin, Jr., M.D. Director		William G. Kaelin, Jr., M.D., is professor in the Department of Medicine at the Dana-Farber Cancer Institute and at the Brigham and Women’s Hospital, Harvard Medical School. He was elected to the Eli Lilly and Company board of directors in 2012. William received his degree in medicine from Duke University in 1982 and was a house officer and chief resident in internal medicine at Johns Hopkins Hospital. He was a medical oncology clinical fellow at Dana-Farber and a postdoctoral fellow in the laboratory of David Livingston, M.D., where he began his studies of tumor suppressor proteins. He became an independent investigator at Dana-Farber in 1992 and professor of medicine at Harvard Medical School in 2002. He joined the Howard Hughes Medical Institute in 1998. William is a member of the American Society of Clinical Investigation (ASCI) and the American College of Physicians. He is a Duke University trustee and serves on the Damon-Runyon Cancer Research Foundation board of directors. He recently served on the National Cancer Institute board of scientific advisors, the American Association for Cancer Research (AACR) board of trustees and the Institute of Medicine National Cancer Policy board. In 2019, William won the Nobel Prize in Physiology or Medicine for his work in understanding how cells sense and adapt to changes in oxygen. He is a recipient of the the Albert Lasker Basic Medical Research Award, the Wiley Prize in Biomedical Sciences from the Rockefeller University, the Steven C. Beering Award from the Indiana University School of Medicine, the ASCI’s Stanley J. Korsmeyer Award, the Scientific Grand Prix of the Foundation Lefoulon-Delalande, a Canada Gairdner International Award, the Paul Marks Prize for Cancer Research from the Memorial Sloan Kettering Cancer Center, the Richard and Hinda Rosenthal Prize from the AACR, a Doris Duke Distinguished Clinical Scientist award, the Helis Award from Baylor College of Medicine, and


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		the Massry Prize from the Meira and Shaul G. Massry Foundation. He was elected to the Association of American Physicians in 2014, the National Academy of Sciences in 2010 and the National Academy of Medicine in 2007.

Juan R. Luciano Director		Juan R. Luciano is chairman of the board of directors and chief executive officer of Archer Daniels Midland Company (ADM). He was elected to the Eli Lilly and Company board of directors in 2016. He was elected lead independent director, effective May 2019. Juan joined ADM in 2011 as executive vice president and chief operating officer. He was named president in February 2014. He became chief executive officer in January 2015 and chairman of the board in January 2016. Under Juan’s leadership, ADM has taken significant actions to deliver shareholder value through strategic growth, including investments in port facilities in Europe and South America, feed plants in the U.S. and China, and expanded sweetener production capacity in Eastern Europe. Juan has also led ADM’s continued expansion into the ingredients business. At the same time, Juan has spearheaded operational excellence initiatives that have significantly enhanced the company’s capital, cost and cash positions, and has led efforts to continue building the organization’s internal leadership capacity. Before joining ADM, Juan had a successful 25-year tenure at The Dow Chemical Company, where he last served as executive vice president and president of the Performance division. Juan holds an industrial engineering degree from the Buenos Aires Institute of Technology. He is a trustee of the Boys and Girls Clubs of America and serves as an alternate director on the board of directors for Wilmar International Limited.

David A. Ricks Chairman, CEO and Director		Dave Ricks is chairman and chief executive officer of Eli Lilly and Company. He became CEO in January 2017 and was elected chairman of the company’s board effective June 2017. A Lilly veteran for more than 20 years, Dave served as president of Lilly Bio-Medicines from 2012 to 2016. Previously, he was president of Lilly USA, the company’s largest affiliate, from 2009 to 2012. He served as president and general manager of Lilly China, operating in one of the world’s fastest-growing emerging markets, from 2008 to 2009. And he was general manager of Lilly Canada from 2005 to 2008, after roles as director of pharmaceutical marketing and national sales director in that country. Dave joined Lilly in 1996 as a business development associate and held several management roles in U.S. marketing and sales before moving to Lilly Canada. Dave earned a bachelor of science from Purdue University in 1990 and an MBA from Indiana University in 1996. Dave is on the board of Adobe and is chairman of the board of the Pharmaceutical Research and Manufacturers of America (PhRMA). He also serves on the board of the Central Indiana Corporate Partnership. Dave is a member of the International Federation of Pharmaceutical Manufacturers & Associations (IFPMA) CEO Steering Committee, The Business Council, Business Roundtable and National Council for Expanding American Innovation (NCEAI). He serves on the Riley Children’s Foundation Board of Governors.


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)

Marschall S. Runge, M.D., Ph.D. Director		Marschall S. Runge, M.D., Ph.D., is executive vice president for Medical Affairs at the University of Michigan, Dean of the Medical School and CEO of Michigan Medicine. Prior to joining the University of Michigan in March 2015, he was executive dean and chair of the Department of Medicine at the UNC School of Medicine, where he was instrumental in guiding the academic and clinical leadership of the School of Medicine and the UNC Health Care System. He was also principal investigator and director of the North Carolina Translational and Clinical Sciences (NC TraCS) Institute at UNC Chapel Hill. He was elected to the Eli Lilly and Company board of directors in 2013. Before joining the UNC faculty in 2000, Marschall held the John Sealy Distinguished Chair in Internal Medicine and was director of the Division of Cardiology and the Sealy Center for Molecular Cardiology at the University of Texas Medical Branch at Galveston. Marschall earned his doctorate in molecular biology at Vanderbilt University and his medical degree from Johns Hopkins School of Medicine, where he also completed a residency in internal medicine. He was a cardiology fellow and faculty member at Harvard Medical School’s Massachusetts General Hospital before joining Emory University as an associate professor of medicine in 1989. Marschall has been a physician-scientist for his entire career, combining basic and translational research and education with the care of patients with cardiovascular diseases. He is the author of over 200 publications in the field and holds five patents for novel approaches to health care.

Kathi P. Seifert Director		Kathi P. Seifert, retired executive vice president for Kimberly-Clark Corporation, was elected to the Eli Lilly and Company board of directors in 1995. A native of Appleton, Wisconsin, she received a bachelor of science degree from Valparaiso University. Prior to joining Kimberly-Clark in 1978, Kathi held management positions at Procter & Gamble, Beatrice Foods and Fort Howard Paper Company. She joined Kimberly-Clark as a product manager and held several marketing and leadership positions before being elected executive vice president in November 1999. She retired in June 2004. Kathi is chairman of Katapult LLC and is a member of the boards of directors of Investors Community Bank; Fox Cities Chamber of Commerce; Fox Cities Building for the Arts; Greater Fox Cities Habitat for Humanity; the Community Foundation for the Fox Valley Region, Inc.; Bubolz Nature Preserve; Fox Valley Humane Association; and Riverview Gardens.

Jackson Tai Director		Jackson Tai, former vice chairman and chief executive officer, DBS Group Holdings Ltd and DBS Bank Ltd, was elected to the Eli Lilly and Company board of directors in 2013. Jackson received a bachelor of science degree from Rensselaer Polytechnic Institute in 1972 and a master of business administration degree from Harvard University in 1974. In 1999, Jackson joined DBS Group and DBS Bank (formerly the Development Bank of Singapore), one of the largest financial services groups in Asia, as chief financial officer. He served DBS as president and chief operating officer from 2001 to 2002, and as vice chairman and chief executive officer from 2002 to 2007. From 1974 to 1999, Jackson was an investment banker with J.P. Morgan & Co. While at J.P. Morgan, Jackson established the firm’s Japan capital markets business, based in Tokyo; founded the firm’s global


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		real estate investment banking business, based in New York; served as the firm’s senior officer for Asia Pacific, based in Tokyo; and served as the firm’s senior officer for the Western United States, based in San Francisco. Jackson serves as a non-executive director of Mastercard Incorporated and of HSBC Holdings PLC, where he is chairman of the risk committee. In the nonprofit sector, Jackson is a director of the Metropolitan Opera, a trustee of Rensselaer Polytechnic Institute, and a member of the Harvard Business School Asia-Pacific advisory board.

Karen Walker Director		Karen Walker, senior vice president and chief marketing officer, Intel Corporation, was elected to the Eli Lilly and Company board of directors in 2018. Based in San Jose, Karen is responsible for the company’s brand, marketing and growth strategies globally. Her 20-plus years in the IT industry have included senior field and marketing leadership roles in Europe, North America and the Asia-Pacific region. Prior to joining Intel, she held multiple business and consumer leadership positions at Cisco and Hewlett-Packard. Karen is a board member and CMO Growth Council member of the Association of National Advertisers (ANA). She also serves on the advisory council for the Salvation Army of Silicon Valley. She was recognized two years in a row by Forbes as one of the Top 15 Most Influential CMOs in the World (2017 and 2019). Karen also sponsored multiple initiatives to accelerate female leadership and is a strong supporter of the #SeeHer movement, which was started by the ANA with the goal of accurately portraying women and girls in the media by 2020. Karen holds a bachelor of science degree with joint honors in chemistry and business studies from Loughborough University in England, and was awarded an honorary doctorate of business administration from the University of Sunderland in 2018.

Melissa Stapleton Barnes Senior Vice President, Enterprise Risk Management, and Chief Ethics and Compliance Officer		Melissa Stapleton Barnes is senior vice president, enterprise risk management, and chief ethics and compliance officer for Eli Lilly and Company. She leads Lilly’s global ethics and compliance function. Melissa joined Lilly in 1994 and took her current role in 2013. She has held a variety of business and legal roles including general counsel for Lilly Diabetes and Lilly Oncology. Prior to her current role, she was deputy general counsel, responsible for overseeing all global litigation and investigations as well as managing the corporate secretary’s office and specialty legal functions. She earned a Bachelor of Science degree with highest distinction from Purdue University and a law degree from Harvard Law School. In 2016, Purdue University honored Melissa with the College of Liberal Arts Distinguished Alumni Award, and she currently serves on the Purdue Liberal Arts Dean’s Advisory Council. The Ethisphere Institute recognized Melissa as an Attorney Who Matters in 2015 and 2016. The Healthcare Businesswomen’s Association named her a Rising Star in 2012, and the Indianapolis Business Journal honored her as a Woman of Influence in 2017. In 2018, the Ethics and Compliance Initiative gave Melissa the Carol R. Marshall Award for innovation in corporate ethics. She serves on the board of directors for Algonquin Power and Utilities Corporation, headquartered in Toronto, and is the immediate past chair of the Ethics and Business Integrity


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		Committee of the International Federation of Pharmaceutical Manufacturers & Associations. Locally, Melissa volunteers as chair of the board of The Center for the Performing Arts and serves as a board member for the Great American Songbook Foundation. Nationally, she is a member of the Ethics Research Council’s board of directors, the Corporate Ethics Leadership Council and the Healthcare Businesswomen’s Association. Melissa is a fellow with the Ethics and Compliance Initiative.

Stephen F. Fry Senior Vice President, Human Resources and Diversity		Steve Fry is senior vice president, human resources and diversity, for Eli Lilly and Company. Since joining Lilly in 1987 as a scientific systems analyst in Lilly Research Laboratories, Steve has held a range of roles in information technology and human resources. Following a series of managerial assignments, Steve served as human resources director for Lilly’s U.K. affiliate and then as executive director of human resources for the U.S. affiliate. In 2004 he was named managing director of the Australian affiliate, returning to the U.S. in 2007 to provide HR leadership for the global sales and marketing organization before accepting the role of vice president supporting the Lilly Bio-Medicines and Emerging Markets business units. He assumed his current role in 2011. Steve earned his bachelor’s degree in information systems from the University of Indianapolis. Steve serves on the board of trustees at the University of Indianapolis and the governance board for Make-A-Wish in Ohio, Kentucky, and Indiana.

Anat Hakim Senior Vice President, General Counsel and Secretary Citizenship: United States and Israel		Anat Hakim is senior vice president, general counsel and secretary of Eli Lilly and Company. Prior to joining Lilly, Anat served as executive vice president, general counsel and secretary for WellCare Health Plans, Inc. (WCG). Before joining WellCare, Anat served as global divisional vice president, associate general counsel for litigation, for Abbott Laboratories. In an earlier role at Abbott, Anat served as divisional vice president, associate general counsel for intellectual property litigation. She has deep and broad experience in global matters, including the Foreign Corrupt Practices Act; bet-the-company commercial, patent and trademark litigation; mergers and acquisitions; significant internal and government investigations; whistleblower lawsuits; and securities litigation. Before going in-house, Anat spent 17 years at two global law firms — Foley & Lardner, LLP, where she was an equity partner in the patent litigation group, and Latham & Watkins, as an associate in the securities and financial fraud litigation group. Anat received her bachelor of arts degree in 1990 from the University of Wisconsin. She received her law degree from Harvard Law School in 1993. In 2019, Anat was honored by the American Lawyer, receiving the prestigious General Counsel of the Year Award. Earlier that year, Anat was also named to The Legal 500 GC Powerlist, which recognizes the nation’s most influential and innovative general counsel. She and her team at WellCare were also honored by the Daily Business Review, Florida’s leading legal publication, as the 2019 Florida Legal Department of the Year. From 2017 to 2019, Anat served on the Florida Federal Judicial Nominating Commission, Southern District, for the 115th Congress, to which she was appointed by U.S. senators Marco Rubio and Bill Nelson. The commission is responsible for selecting,


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		interviewing and recommending federal district court judge applicants to Florida’s two senators and the president.

Patrik Jonsson Senior Vice President; President, Lilly USA; and Chief Customer Officer		Patrik Jonsson is senior vice president of Eli Lilly and Company, president of Lilly USA and chief customer officer. Previously, Patrik was president of Lilly Bio-Medicines, also a senior vice president role. Since joining Lilly in 1991 as a sales representative, Patrik has held a number of positions in sales, marketing and general management. He served as European marketing director for Zyprexa and the neuroscience customer group, as managing director of Sweden and later of Scandinavia (Sweden, Norway and Denmark), and as president and general manager of Eli Lilly Italia. In 2012, when Lilly announced a new structure for the company’s European business, Patrik assumed additional responsibilities for the countries in central and southeastern Europe. In 2014, he became president and general manager of Lilly Japan. Patrik is a business graduate from Lund University, School of Economics and Management, in Sweden. He is the past chair of the Japan-based executive committee of PhRMA, and served on the board of the American Chamber of Commerce in Japan.

Mike Mason Senior Vice President and President, Lilly Diabetes		Mike Mason is senior vice president of Eli Lilly and Company and president of Lilly Diabetes. He is responsible for the global development and commercialization of Lilly’s diabetes franchise. Mike joined Lilly in 1989. During his 30-year career with the company, he has held various roles in research and development (R&D), engineering, manufacturing, supply chain, strategy, business development, market research and corporate leadership. His extensive experience covers a variety of therapeutic areas such as neuroscience, osteoporosis, oncology, urology and endocrinology. Mike currently serves on the board of directors for United Schools of Indianapolis. He is a previous chair of St. Vincent Indianapolis Hospital’s board of directors, and also previously served on the board of directors of Canada’s Research-Based Pharmaceutical Companies.

Johna L. Norton Senior Vice President, Global Quality		Johna Norton is senior vice president of global quality for Eli Lilly and Company. Johna joined Lilly in 1990 as an analytical chemist. She went on to hold positions with increasing responsibility in quality assurance and quality control, supporting manufacturing and process development at both Lilly facilities and with Lilly’s external manufacturing partners. Throughout her career, she has worked at multiple Lilly manufacturing sites, including sites in Indiana, Ireland and Puerto Rico. Prior to her current role, Johna was vice president, Quality, for Lilly’s Active Pharmaceutical Ingredient (API) manufacturing network, Puerto Rico manufacturing, and Product Research and Development. She holds a bachelor’s degree in chemistry from Gannon University and a master’s degree in analytical chemistry from Miami University. In 2017, FiercePharma named Johna one of the Top Women in Life Sciences. She serves on the board of directors for United Way of Central Indiana.

Myles O’Neill Senior Vice President and		Myles O’Neill is senior vice president and president of manufacturing operations for Eli Lilly and Company. He served as senior vice president of global parenteral drug product, delivery devices and regional


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
President, Manufacturing Operations		manufacturing from 2012 until 2017. In this role, Myles was responsible for global parenteral manufacturing, emerging markets manufacturing, drug-product contract manufacturing, packaging and distribution operations. He provided oversight for manufacturing sites in 12 countries throughout North America, South America, Europe and Asia; these sites manufacture our final parenteral products that reaches patients. Myles has worked extensively in the pharmaceutical industry, including roles at Pfizer and other major companies. His Lilly career began in 2002, when he became director of bulk pharmaceutical operations. In 2005, Myles became vice president of Indianapolis parenteral operations. He holds a bachelor’s degree in chemistry from University College Cork in Cork, Ireland, and a master’s degree in business administration through DCU, Dublin. Myles is known for his strong leadership and expertise in Good Manufacturing Practices and FDA-approved pharmaceutical manufacturing environments.

Leigh Ann Pusey Senior Vice President, Corporate Affairs and Communications		Leigh Ann Pusey is senior vice president of corporate affairs and communications for Eli Lilly and Company. Leigh Ann joined Lilly in June 2017. Prior to joining Lilly, Leigh Ann was president and chief executive officer of the American Insurance Association (AIA) from 2009 to June 2017. Prior to that, she served in several AIA leadership positions, including chief operating officer and senior vice president for government affairs. From 1997 to 2000, she served as that company’s senior vice president of public affairs. From 1995 to 1997, Leigh Ann served as director of communications for the Office of the Speaker of the U.S. House of Representatives, and from 1993 to 1994, she was the deputy director of communications for the Republican National Committee. From 1990 to 1992, she served as special assistant and then deputy assistant to the president for the White House Office of Public Liaison. Leigh Ann earned a bachelor’s degree in public administration from Samford University in 1984. Leigh Ann served on the board of the Insurance Institute for Highway Safety, was on the board of The George Washington Graduate School of Political Management and was a member of the U.S. Chamber of Commerce’s Committee of 100.

Aarti Shah, Ph.D. Senior Vice President and Chief Information and Digital Officer		Aarti Shah is senior vice president and chief information and digital officer of Eli Lilly and Company. She has responsibilities for global information technology, information security, advanced analytics and data sciences, and digital health. A Lilly veteran for over 25 years, Aarti has served in several functional and business leadership roles. She joined Lilly in 1994 as a senior statistician and was promoted to research scientist in 1999. She became vice president for biometrics in 2009 and led three global functions: global statistical sciences, data sciences and solutions, and global scientific communications. In 2013, she was named global brand development leader in Lilly’s Bio-Medicines business unit. She was promoted to senior vice president and became chief information officer in 2016. Aarti received her bachelor’s and master’s degrees in statistics and mathematics in India before completing her Ph.D. in applied statistics from the University of California, Riverside. Aarti serves on the board of Northwestern Mutual. She also serves on several nonprofit boards, including the Indiana India Business Council, the


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		Center of Interfaith Cooperation, and Shrimad Rajchandra Love & Care USA. She served on the Indianapolis Public Library Foundation board for 9 years. In 2016, she was honored as a Woman of Influence by the Indianapolis Business Journal and was also named one of the Fierce Women in Biopharma by FiercePharma. In 2019, she was named one of the top four finalists for the 12th annual MIT Sloan CIO Leadership Award. She was named 2019 CTO of the Year (top honoree) by IBJ and TechPoint.

Daniel M. Skovronsky, M.D., Ph.D. Senior Vice President and Chief Scientific Officer		Dan Skovronsky is the chief scientific officer of Eli Lilly and Company. He serves as senior vice president of science and technology and president of Lilly Research Laboratories. He also has responsibility for global business development. Dan joined Lilly in 2010 when the company acquired Avid Radiopharmaceuticals Inc., where he had been CEO since founding the company in 2004. At Lilly, Dan has held various roles, including vice president, tailored therapeutics; vice president, diabetes research; and most recently, senior vice president, clinical and product development. Dan completed his residency training in pathology and fellowship training in neuropathology at the Hospital of the University of Pennsylvania. He received his M.D. from the Perelman School of Medicine, University of Pennsylvania, in 2001 and his Ph.D. in Neuroscience from University of Pennsylvania in 2000. Dan earned a Bachelor of Science in molecular biophysics and biochemistry from Yale University in 1994.

Joshua L. Smiley Senior Vice President and Chief Financial Officer		Josh Smiley is senior vice president and chief financial officer for Eli Lilly and Company. Since joining Lilly in 1995, Josh has held positions across finance, sales and marketing, and Six Sigma. His experience includes leading U.S. sales and marketing efforts to payers such as managed care organizations, Medicaid, Medicare and public hospitals. In addition, he was a member of Lilly’s corporate Six Sigma initial deployment and leadership team. Josh was named vice president and chief financial officer for Lilly Research Laboratories in April 2007. In June 2011, he was promoted to senior vice president, finance, and expanded his responsibilities to become corporate controller, with responsibility for worldwide financial operations. Most recently, Josh served as senior vice president, finance, and treasurer until he was promoted to CFO in 2018. Josh earned his bachelor’s degree in history from Harvard University in 1993. Prior to joining Lilly, Josh worked in investment banking and consulting. Josh serves on the board of directors for the National Association of Manufacturers.

Anne E. White Senior Vice President and President, Lilly Oncology		Anne White is senior vice president of Eli Lilly and Company and president of Lilly Oncology. Anne has held a range of roles in drug development across multiple therapeutic areas, including oncology, neuroscience and infectious diseases. She has led the development of multiple late-phase opportunities and has led teams in successfully submitting and achieving new drug approvals for several new medicines. Anne has also had roles leading early phase drug development and patient tailoring in oncology. Her current and past responsibilities include global leadership and direction of several significant change transformations


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		resulting in improved speed, efficiency and increased organizational health. Most notably, Anne has led Lilly’s effort to speed drug development, from target identification through successful launch. Anne served most recently as vice president of Portfolio Management, Chorus and Next Generation Research and Development, with previous roles of vice president of Oncology Clinical Development and chief operating officer for oncology. She has over 25 years of experience in the pharmaceutical industry. Anne also has experience in small-company pharma, having founded and led a startup company in oncology drug development, collaborating with the Moffitt Cancer Center and the National Cancer Institute. Anne earned a bachelor’s degree in engineering from the University of Michigan. Anne was awarded the Lilly Women’s Network Award for her efforts in mentoring and supporting women in the workplace. She was named to the first President’s Council in Lilly Research Laboratories in recognition for her leadership and impact on others.

Ilya Yuffa Senior Vice President and President, Lilly Bio-Medicines		Ilya Yuffa is senior vice president of Eli Lilly and Company and president of Lilly Bio-Medicines. With a tenure of more than 24 years at Lilly, Ilya most recently served as vice president of U.S. Diabetes for Lilly USA from 2018 to 2020. Since joining Lilly in 1996 as a financial analyst, Ilya has held a number of positions in finance, business development, sales and general management. He served as managing director of the Israeli affiliate from 2008 until 2011, senior sales director of osteoporosis from 2011 until 2013, and held senior leadership positions within six sigma and ethics and compliance from 2013 until 2017. In 2017, Ilya was named president and general manager of Lilly’s Italy Hub, leading the commercialization of the entire Lilly portfolio in more than 25 countries. Born in St. Petersburg, Russia, Ilya grew up in Colorado. His career has taken him around the world, and he has lived and worked in the United Kingdom, Czech Republic, Italy and Israel. Ilya earned a bachelor of science degree from Tulane University in 1996, and a master of business administration degree from the London Business School in 2002. He is a former board member of PhRMA industry association in Israel and Farmindustria in Italy, and he led as vice chair of the Italian American Pharmaceutical Group. Ilya currently serves on the Downtown Rebuilding & Recovery Committee for Downtown Indy, Inc.

Alfonso G. Zulueta Senior Vice President and President, Lilly International Citizenship: Philippines		Alfonso “Chito” Zulueta is senior vice president of Eli Lilly and Company and president of Lilly International. In this role, he oversees commercial operations for the company’s human pharmaceutical products in all markets outside of the U.S., except for Canada. Chito joined Lilly in 1988 and has held key senior business positions in the United States, Japan and the emerging markets. After various sales and marketing roles, he served as president of global oncology and critical care products; vice president of global marketing; vice president for the U.S. diabetes/family health/neuroscience business; president of Asian Operations; president of Lilly Japan; and president of Emerging Markets business. He was named president of Lilly International in January 2017.


Name and Position		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
		He received a bachelor’s degree in economics from DeSalle University in the Philippines in 1983 and a master’s degree in business administration from the University of Virginia in 1987. In 2018, Chito received the Hyogo, Japan, Prefectural Award for contributions to the development of the Hyogo Prefecture during his tenure as president of Lilly Japan. Outside Lilly, Chito is a member of the Board of Directors for CTS, the leading designer and manufacturer of sensors, actuators and electronic components for a variety of markets. He also serves as chairman of the International Board Sponsored Committee for the European Federation of Pharmaceutical Industries and Associations (EFPIA).


If delivering by mail:		If delivering by express mail, courier or any other expedited service:

Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011		Computershare c/o Voluntary Corporate Actions Suite V 150 Royall Street Canton, Massachusetts 02021


DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on share certificate(s))	Shares Tendered (attach additional list if necessary)
	Certificated Shares**			Book entry Shares
	Certificate Number(s) *	Total Number of Shares Represented by Certificate(s) *	Number of Shares Represented by Certificate(s) Tendered**	Book Entry Shares Tendered***





	Total Shares
* If shares are held in book-entry form, you MUST indicate the number of shares you are tendering. Unless otherwise indicated, it will be assumed that all shares represented by book-entry delivered to the Depositary and Paying Agent are being tendered hereby. ** Unless otherwise indicated, it will be assumed that all shares of common stock represented by certificates described above are being tendered hereby. See Instruction 4. *** Unless otherwise indicated, it will be assumed that all shares of common stock represented by book entry shares described above are being surrendered hereby.


		IF the entity/person on line 1 is a(n) . . .		THEN check the box for . . .
		• Corporation		Corporation
		• Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.		Individual/sole proprietor or single- member LLC
		• LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.		Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)
		• Partnership		Partnership
		• Trust/estate		Trust/estate


IF the payment is for ...		THEN the payment is exempt for ...
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4



	For this type of account:	Give name and SSN of:
1.	Individual	The individual

2.	Two or more individuals (joint account) other than an account maintained by an FFI	The actual owner of the account or, if combined funds, the first individual on the account¹

3.	Two or more U.S. persons (joint account maintained by an FFI)	Each holder of the account

4.	Custodialaccount of a minor (Uniform Gift to Minors Act)	The minor²

5.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹

6.	Sole proprietorship or disregarded entity owned by an individual	The owner³

7.	Grantortrust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A))	The grantor*

	For this type of account:	Give name and EIN of:
8.	Disregarded entity not owned by an individual	The owner

9.	A valid trust, estate, or pension trust	Legal entity⁴

10.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation

11.	Association, club, religious, charitable, educational, or other tax- exempt organization	The organization

12.	Partnership or multi-member LLC	The partnership

13.	A broker or registered nominee	The broker or nominee


If delivering by mail:		If delivering by courier:

Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011		Computershare c/o Voluntary Corporate Actions Suite V 150 Royall Street Canton, Massachusetts 02021


Number of Shares to be Tendered:		SIGN HERE
Shares*		Signature(s)
Account No Dated , 20 Area Code and Phone Number Tax Identification Number or Social Security Number		Please Print name(s) and address(es) here


/s/ Jeremy B. Fitch Authorized Signature				/s/ Emily Minkow Authorized Signature

Jeremy B. Fitch Printed Name				Emily Minkow Printed name

V.P. Business Development Title				Chief Business Officer Title

September 30, 2020 Date				October 1, 2020 Date