Item 8.01 Other Events.
On March 3, 2009, Eli Lilly and Company (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), between the Company and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several underwriters named therein, for the issuance and sale by the Company of $1,000,000,000 aggregate principal amount of its 3.550% Notes due 2012 (the "2012 Notes"), $1,000,000,000 aggregate principal amount of its 4.200% Notes due 2014 (the "2014 Notes") and $400,000,000 aggregate principal amount of its 5.950% Notes due 2037 (the "2037 Notes" and, collectively with the 2012 Notes and the 2014 Notes, the "Notes"). The Notes are to be issued pursuant 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.
The 2012 Notes accrue interest at a rate of 3.550% per annum, payable semiannually, and mature on March 6, 2012. The 2014 Notes accrue interest at a rate of 4.200% per annum, payable semiannually, and mature on March 6, 2014. The 2037 Notes accrue interest at a rate of 5.950% per annum, payable semiannually, and mature on November 15, 2037.
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 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.

1.1 Underwriting Agreement. 4.1* Indenture, dated February 1, 1991, between the Company and Deutsche Bank Trust Company Americas, as successor to Citibank, N.A., as Trustee. 4.2 Officer's Certificate, dated March 6, 2009, establishing the terms and form of the Notes. 4.3 Form of 3.550% Note due 2012 (included in Exhibit 4.2 above). 4.4 Form of 4.200% Note due 2014 (included in Exhibit 4.2 above). 4.5 Form of 5.950% Note due 2037 (included in Exhibit 4.2 above). 5.1 Opinion of Sidley Austin LLP. 5.2 Opinion of Bronwen Mantlo, Esq. 23.2 Consent of Sidley Austin LLP. (included as part of Exhibit 5.1) 23.3 Consent of Bronwen Mantlo, Esq. (included as part of Exhibit 5.2)

* Incorporated by reference to the same-numbered exhibit of the Company's Registration Statement on Form S-3 (File No. 333-141075), filed with the SEC on March 5, 2007.

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