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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For purposes of the foregoing computation, if a city is not served by regularly scheduled commercial airline service, the foregoing provisions shall be applied utilizing a city selected by Company as close as reasonably practicable to the city without such service. Company’s determination of the Lease Fee shall be conclusive. Prior to any proposed flight, Company shall provide Executive with an estimate of the Lease Fee for the particular flight. If Executive proceeds with the proposed flight, he shall be obligated to pay the Lease Fee. Executive shall also be responsible to pay, together with any Lease Fee, applicable state and federal taxes (including, without limitation, federal excise taxes). If Executive declines the proposed flight, neither Executive nor Company shall have any further obligation with respect to the proposed flight.

3. Company will pay all expenses related to the operation of the Aircraft when incurred, and will provide an invoice to Executive for the Lease Fee determined in accordance with paragraph 2 above within fifteen (15) days after any flight or flights for the account of Executive. Executive shall pay Company the Lease Fee, together with applicable taxes, within ten (10) days of receipt of the invoice.

4. Executive will provide Company with requests for flight time and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least two (2) business days in advance of Executive’s planned departure (unless Company agrees to a shorter notice in a particular case in its discretion). Requests for flight time shall be in a form, whether written or oral, mutually convenient to, and agreed upon by the parties. In addition to the proposed schedules and flight times, Executive shall provide at least the following information

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for each proposed flight prior to scheduled departure as required by the Company or Company’s flight crew:

5. Company shall have final authority over the scheduling of the Aircraft, provided, however, that Company will use reasonable efforts to accommodate Executive’s requests and to avoid conflicts in scheduling. It is understood that Company shall not be obligated to retain or contract for additional flight crew or maintenance personnel or equipment in order to accommodate Executive’s schedule requests.

6. Company shall be solely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventative maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations, and within the sound discretion of the pilot in command. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition that in his or her judgment would compromise the safety of the flight.

7. Company shall ensure that for each flight conducted under this Agreement, the Aircraft will be under the command of a qualified flight crew. All flight operations by or on behalf of Executive under this Agreement shall be conducted under Part 91 of the FAR. The Company

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shall have and exercise exclusive operational control of the Aircraft during all phases of all flights under this Agreement, including, without limitation, all flights during which Executive, and/or his guests, designees, or property are on-board the Aircraft.

8. In accordance with applicable FARs, the qualified flight crew provided by Company will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Executive specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action that in the considered judgment of the pilot in command is necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for loss, injury, damage or delay to Executive or any other person. The parties further agree that Company shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement for any reason whatsoever.

9. Company will provide such additional insurance coverage as Executive shall request or require, provided, however, that the cost of such additional insurance shall be borne by Executive as set forth in paragraph 2.

10. Executive warrants that:

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11. The Company assumes and shall bear the entire risk of loss, theft, confiscation, damage to, or destruction of the Aircraft. The Company shall release, indemnify, defend and hold harmless the Executive and his heirs, executors and personal representatives from and against any and all losses, liabilities, claims, judgments, damages, fines, penalties, deficiencies and expenses (including, without limitation, reasonable attorneys fees and expenses) incurred or suffered by Executive on account of a claim or action made or instituted by a third person arising out of or resulting from operations of the Aircraft hereunder and/or any services provided by the Company to Executive hereunder, except to the extent attributable to the gross negligence or willful misconduct of Executive or his guests on the Aircraft.

12. For purposes of this Agreement, the permanent base of operation of the Aircraft shall be Indianapolis International Airport.

13. Executive hereby acknowledges and agrees that all rights of Executive under this Agreement with respect to the Gulfstream Aerospace model G-IV aircraft bearing FAA registration number N310EL and manufacturer’s serial number 1021, are and will be subject and expressly subordinate to the terms and conditions contained in that certain Aircraft Lease Agreement (S/N 02) (the “Main Lease”) dated June 3, 2004, between Company and SunTrust Leasing Corporation (the “Lender”) and the rights of the Lender contained therein. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate, or be canceled, at the option of the Lender, upon written notice to Executive upon the occurrence of an Event of Default (as such term is defined in the Main Lease).

14. Neither this Agreement nor any party’s interest herein shall be assignable to any other party whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective heirs, representatives and successors.

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15. This Agreement constitutes the entire agreement of the parties with respect to the time-share of the Aircraft as set forth herein. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana.

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16. TRUTH IN LEASING STATEMENT

THE AIRCRAFT, GULFSTREAM AEROSPACE MODEL G-IV AIRCRAFT, BEARING MANUFACTURER’S SERIAL NUMBERS 1021, 1095 AND 1105, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N310EL, N311EL AND N312EL, RESPECTIVELY, HAVE BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91.409(f)(3) DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS LEASE.

THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91.409(f)(3) FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE.

ELI LILLY AND COMPANY, AN INDIANA CORPORATION, IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF ALL AIRCRAFT IDENTIFIED AND TO BE OPERATED UNDER THIS LEASE. I, THE UNDERSIGNED, DEIRDRE P. CONNELLY, AS SENIOR VICE PRESIDENT OF ELI LILLY AND COMPANY, CERTIFY THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE AND THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

THE ADDRESS OF ELI LILLY AND COMPANY IS LILLY CORPORATE CENTER, INDIANAPOLIS, INDIANA 46285.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.