Infringement Actions by TRIS or AYTU. In the event that any Party becomes aware during the Term of any Person infringing or potentially infringing the Product Technology, whether by direct or indirect infringement, or by misappropriation of Product Technology, or that a Person has filed a certification under 21 USC 355(b)(2)(A)(iv) or [Section 355(j)(2)(A)(vii)(IV)] (or successor provisions) of the Hatch-Waxman Act relating to a Product (a “Hatch-Waxman Certification”), it shall promptly notify the other Party and in the case of a Hatch Waxman Notification shall provide a copy to the other Party within two Business Days of receipt thereof. TRIS in its sole discretion shall determine whether an action should be commenced relating to such infringement, potential infringement or certification, TRIS shall control and manage any such action (including without limitation, control over the settlement of such action, subject to AYTU’s consent for such settlement as provided below), and AYTU shall cooperate with TRIS and join the action as reasonably requested. Each Party shall be responsible for fifty percent (50%) of the ongoing costs and expenses (including attorney’s fees) and any damages, settlements, or judgements related to any such action. AYTU shall reimburse TRIS for AYTU’s share of such costs and expenses within thirty (30) days after the date of TRIS’ invoice for same. Any and all amounts recovered with respect to such an action shall be applied first to reimburse the Parties for their reasonable and documented out-of-pocket expenses (including reasonable attorney’s fees) in prosecuting such infringement or misappropriation and the remainder shall be shared equally. TRIS shall have the right to settle such action only with the consent of AYTU, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, AYTU shall not have the right to settle such action.

Infringement Actions by TRISIf TRIS, AYTU or AYTU. In the event that any Party becomes awaretheir Affiliates, shall be sued or threatened with suit during the Term or with respect to actions during the Term by a Third Party for infringement of any Person infringingpatent of a Third Party or potentially infringing the Product Technology, whether by direct or indirect infringement, or byfor misappropriation of any Third Party know-how, trade secret, proprietary, technical or confidential or the development, manufacture and commercialization of a Product Technology,(which for purposes of this Section 7 includes an AG Product) in the Territory (other than infringement or that a Person has filed a certification under 21 USC 355(b)(2)(A)(iv)misappropriation of any copyright or [Section 355(j)(2)(A)(vii)(IV)] (or successor provisions)trademark arising out of the Hatch-Waxman Act relating tomarketing and/or sale of a Product (a “Hatch-Waxman Certification”in the Territory during the Term) (each, an “Infringement Action”), itsuch Party shall promptly notify the other Party in writing (whether such action was brought against AYTU or TRIS). During the Term and inthereafter with respect to events arising during the case of a Hatch Waxman Notification shall provide a copy to the other Party within two Business Days of receipt thereof. TRIS in its sole discretion shall determine whether an action should be commenced relating to such infringement, potential infringement or certification,Term, TRIS shall have the right, but not the obligation, to undertake control of and manage anyand defend such action (includingInfringement Action, including, without limitation, control over the settlementselection of counsel, and settling such action,Infringement Action subject to AYTU’s consent for such settlement as provided below), andset forth below. AYTU shall cooperate with TRIS and joinshall, promptly upon TRIS’s request, provide reasonable assistance in conducting the action as reasonably requested. Each Party shall be responsible for fifty percent (50%) of the ongoing costs and expenses (including attorney’s fees) and any damages, settlements, or judgements related to any such action. AYTU shall reimburse TRIS for AYTU’s share of such costs and expenses within thirty (30) days after the date of TRIS’ invoice for same. Any and all amounts recovered with respect to such an action shall be applied first to reimburse the Parties for their reasonable and documented out-of-pocket expenses (including reasonable attorney’s fees) in prosecuting such infringement or misappropriation and the remainder shall be shared equally.litigation. TRIS shall have the right to settle such actionthe Infringement Action only with the consent of AYTU, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, AYTU shall not have the right to settle such action.