LLY

Eli Lilly and Company

Eli Lilly and Company (the “Company” or “Registrant”) was incorporated in 1901 in Indiana to succeed to the drug manufacturing business founded in Indianapolis, Indiana, in 1876 by Colonel Eli Lilly. We discover, develop, manufacture, and sell products in one significant business segment—pharmaceutical products. We also have an animal health business segment, whose operations are not material to our financial statements.

Our mission is to make medicines that help people live longer, healthier, more active lives. Our strategy is to create value for all our stakeholders by accelerating the flow of innovative new medicines that provide improved outcomes for individual patients. Most of the products we sell today were discovered or developed by our own scientists, and our success depends to a great extent on our ability to continue to discover, develop, and bring to market innovative new medicines.

We manufacture and distribute our products through facilities in the United States, Puerto Rico, and 17 other countries. Our products are sold in approximately 128 countries.

Products

Our products include:

Neuroscience products, our largest-selling product group, including:


• Zyprexa®, for the treatment of schizophrenia, acute mixed or manic episodes associated with bipolar I disorder, and bipolar maintenance

• Zyprexa Relprevvtm (Zypadheratm in the European Union), a long-acting intramuscular injection formulation of Zyprexa

• Cymbalta®, for the treatment of major depressive disorder, diabetic peripheral neuropathic pain, generalized anxiety disorder, and in the United States for the management of fibromyalgia

• Strattera®, for the treatment of attention-deficit hyperactivity disorder in children, adolescents, and in the United States in adults

• Prozac®, for the treatment of major depressive disorder, obsessive-compulsive disorder, bulimia nervosa, and panic disorder

• Symbyax®, for the treatment of bipolar depression and treatment-resistant depression

Endocrinology products, including:


• Humalog®, Humalog Mix 75/25tm, and Humalog Mix 50/50tm, for the treatment of diabetes

• Humulin®, for the treatment of diabetes

• Byetta®, for the treatment of type 2 diabetes

• Actos®, for the treatment of type 2 diabetes

• Evista®, for the prevention and treatment of osteoporosis in postmenopausal women and for the reduction of the risk of invasive breast cancer in postmenopausal women with osteoporosis and postmenopausal women at high risk for invasive breast cancer

• Forteo®, for the treatment of osteoporosis in postmenopausal women and men at high risk for fracture and for glucocorticoid-induced osteoporosis in postmenopausal women and men

• Humatrope®, for the treatment of human growth hormone deficiency and certain pediatric growth conditions

Oncology products, including:


• Alimta®, for the first-line treatment, in combination with another agent, of non-small cell lung cancer for patients with non-squamous histology; for the second-line treatment of non-small cell lung cancer; and in combination with another agent, for the treatment of malignant pleural mesothelioma

• Gemzar®, for the treatment of pancreatic cancer; in combination with other agents, for the treatment of metastatic breast cancer, non-small cell lung cancer, and advanced or recurrent ovarian cancer; and in the European Union for the treatment of bladder cancer

• Erbitux®, indicated both as a single agent and with another chemotherapy agent for the treatment of certain types of colorectal cancers; and as a single agent or in combination with radiation therapy for the treatment of certain types of head and neck cancers

Cardiovascular products, including:


• Cialis®, for the treatment of erectile dysfunction

• Effient®, for the reduction of thrombotic cardiovascular events (including stent thrombosis) in patients with acute coronary syndrome who are managed with an artery-opening procedure known as percutaneous coronary intervention (“PCI”), including patients undergoing angioplasty, atherectomy, or stent placement

• ReoPro®, for use as an adjunct to PCI

• Xigris®, for the treatment of adults with severe sepsis at high risk of death

Animal health products, including:


• Rumensin®, a cattle feed additive that improves feed efficiency and growth and also controls and prevents coccidiosis

• Tylan®, an antibiotic used to control certain diseases in cattle, swine, and poultry

• Micotil®, Pulmotil®, and Pulmotil AC®, antibiotics used to treat respiratory disease in cattle, swine, and poultry, respectively

• Paylean® and Optaflexx®, leanness and performance enhancers for swine and cattle, respectively

• Posilac®, a protein supplement to improve milk productivity in dairy cows. We acquired the worldwide rights to Posilac from Monsanto Company in August 2008.

• Coban®, Monteban®, and Maxiban®, anticoccidial agents for use in poultry

• Apralan®, an antibiotic used to control enteric infections in calves and swine

• Surmax® (sold as Maxus® in some countries), a performance enhancer for swine and poultry

• Elector®, a parasiticide for use on cattle and premises

• Two products for dogs: Comfortis®, the first FDA-approved, chewable tablet that kills fleas and prevents flea infestations on dogs; and Reconcile®, for treatment of canine separation anxiety in conjunction with behavior modification training

Other pharmaceuticals, including:


• Vancocin® HCl, used primarily to treat staphylococcal infections

• Ceclortm, for the treatment of a wide range of bacterial infections.

Patent Licenses

Most of our important products were discovered in our own laboratories and are not subject to significant license agreements. Two of our larger products, Cialis and Alimta, are subject to patent assignments or licenses granted to us by others.


• The compound patent for Cialis is the subject of a license agreement with Glaxo SmithKline which assigns to us exclusively all rights in the compound. The agreement calls for royalties of a single-digit percentage of net sales. The agreement is not subject to termination by Glaxo for any reason other than a material breach by Lilly of the royalty obligation, after a substantial cure period.

• The compound patent for Alimta is the subject of a license agreement with Princeton University, granting us an irrevocable exclusive worldwide license to the compound patents for the lives of the patents in the respective territories. The agreement calls for royalties of a single-digit percentage of net sales. The agreement is not subject to termination by Princeton for any reason other than a material breach by Lilly of the royalty obligation, after a substantial cure period. Alimta is also the subject of a worldwide, nonexclusive license to certain compound and process patents owned by Takeda Pharmaceutical Company Limited. The agreement calls for royalties of a single-digit percentage of net sales in countries covered by a relevant patent. The agreement is subject to termination for material default and failure to cure by Lilly and in the event that Lilly becomes bankrupt or insolvent

Employees
At the end of 2009, we employed approximately 40,360 people, including approximately 20,300 employees outside the United States. A substantial number of our employees have long records of continuous service.