On May 4, 2017, Eli Lilly and Company (the Company) entered into
an Underwriting Agreement (the Underwriting Agreement), between
the Company and J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner Smith Incorporated and Morgan Stanley Co. LLC, as
representatives of the several underwriters named therein, for
the issuance and sale by the Company of $750,000,000 aggregate
principal amount of its 2.350% Notes due 2022 (the 2022 Notes),
$750,000,000 aggregate principal amount of its 3.50% Notes due
2027 (the 2027 Notes) and $750,000,000 aggregate principal amount
of its 3.950% Notes due 2047 (the 2047 Notes, and together with
the 2022 Notes and the 2027 Notes, the Notes). The Notes are to
be issued to an Indenture (the Indenture), dated February 1,
1991, between the Company and Deutsche Bank Trust Company
Americas, as successor to Citibank, N.A., as trustee, and an
officers certificate setting forth the terms of the Notes (which
includes the forms of Notes as exhibits). The offering of the
Notes was registered on a Registration Statement on Form S-3
(File No. 333-209627). The 2022 Notes will accrue interest at a
rate of 2.350% per annum, payable semiannually, and will mature
on May 15, 2022. The 2027 Notes will accrue interest at a rate of
3.50% per annum, payable semiannually, and will mature on May 15,
2027. The 2047 Notes will accrue interest at a rate of 3.950% per
annum, payable semiannually, and will mature on May 15, 2047.
Upon the closing of the offering of the Notes, which is expected
to occur on May 9, 2017, the Company will realize, after
deduction of the underwriters discount and before deduction of
offering expenses, net proceeds of approximately $2.2 billion.

Upon occurrence of an Event of Default (as defined in the
Indenture) with respect to a series of Notes, the principal
amount of the Notes of that series may be declared and become due
and payable immediately. The Company may, at its election, redeem
the Notes, in whole or in part, from time to time at the
redemption prices set forth in the Notes. The above description
of the Underwriting Agreement and the Notes is qualified in its
entirety by reference to the Underwriting Agreement, the officers
certificate, the Indenture and the forms of the Notes filed as
exhibits hereto, which exhibits are incorporated by reference
herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

* Incorporated by reference to the same-numbered exhibit of the
Company’s Registration Statement on Form S-3 (File No.
333-186979), filed with the SEC on March 1, 2013.