Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 17, 2023, Eli Lilly and Company (the "Company") entered into a non-competition and non-solicitation agreement with Daniel Skovronsky (the "Agreement"). Consistent with the terms of the Company's Form of Non-Compete Payment Agreement, Dr. Skovronsky has agreed not to engage in certain competitive activities or solicit anyone who has a business relationship with the Company during the period of his employment and for a period of up to 12 months following termination of employment. Dr. Skovronsky will be entitled to receive payment of up to $5 million (less applicable reductions by the Company and deductions required by law for the payment of wages) in the event that the Company seeks to enforce the terms of the Agreement. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Form of Non-Compete Payment Agreement filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the calendar year ended December 31, 2022.

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