TIME SHARING AGREEMENT

EXHIBIT 10.16

TIME SHARING AGREEMENT

This Time Sharing Agreement (this “Agreement”) is made effective as of March 4, 2005 by and between Eli Lilly and Company, an Indiana corporation (“Company”), and Sidney Taurel (“Executive”).

RECITALS

WHEREAS, Company owns or rightfully possesses and operates three (3) Gulfstream Aerospace model G-IV civil aircraft bearing United States Registration Numbers N310EL (S/N 1021), N311EL (S/N 1095) and N312EL (S/N 1105) (individually and collectively, as the context requires, “the Aircraft” or “Aircraft”); and
WHEREAS, Company employs a fully qualified flight crew to operate the Aircraft; and
WHEREAS, Executive is Chairman of the Board and Chief Executive Officer of Company; and
WHEREAS, in order to protect the safety and security of Executive and maximize his availability to carry out his responsibilities, Company’s Board of Directors has adopted a policy that generally requires Executive to travel on the Aircraft for all his air travel, whether on Company business or personal travel; and
WHEREAS, Executive desires to lease the Aircraft from time to time on a time-sharing basis as defined in Section 91.501(c) (1) of the Federal Aviation Regulations (“FARs”) when he is required under the Board’s policy to fly on the Aircraft for personal travel.

NOW, THEREFORE, in consideration of the foregoing, and the other promises contained herein, the parties, intending to be legally bound hereby, agree as follows:

1. Company agrees to lease the Aircraft to Executive on a non-exclusive basis from time to time as mutually agreed between the parties pursuant to the provisions of FAR 91.501(c)(1) and to provide a fully qualified flight crew for all operations conducted under this Agreement. This Agreement shall be effective on the date set forth above and shall remain in effect until terminated by either party upon ten (10) days prior written notice to the other.

2. (a) Executive shall pay to Company for each flight conducted under this Agreement a lease fee (“Lease Fee”) equal to the actual expenses of each specific flight as authorized by FAR Part 91.501(d) subject to the limitations set forth in subparagraph 2(b) below. Such actual expenses shall include:

(b) Notwithstanding the foregoing, in no event shall Executive be obligated to pay Company a Lease Fee in excess of the greater of (x) or (y) below, where:

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