TRIS’ Audit Rights. AYTU shall maintain and shall require its Subsidiaries and Sublicensees to maintain, at their respective offices, accurate and complete books and records of the Net Sales of each of the Products in such form and in such reasonable detail as to enable the TRIS, Former Owner and the Former Owner’s Affiliates and licensees to verify the Net Sales of each of the Products in the Territory and Royalty Payments (and any royalty payments made directly to Former Owner by AYTU). Upon the written request of TRIS, on behalf of the Former Owner as a result of an audit request to TRIS provided by the Former Owner, not more than once per calendar year, and additionally upon the written request of TRIS without the need for a request by the Former Owner, not more than once per calendar year, AYTU shall permit an independent certified public accounting firm and/or suitably qualified pharmaceutical industry expert jointly selected by AYTU and TRIS to have access during normal business hours to such of the records of AYTU as may be reasonably necessary to verify the accuracy of the Net Sales and Royalty Payments (and any royalty payments made directly to Former Owner by AYTU) for each Product for any calendar year ending not more than four (4) full years prior to the date of such request. If such accounting firm and/or pharmaceutical industry expert concludes that there are discrepancies in the reporting or calculation of the Net Sales or the Royalty Payments for a Product, such accounting firm or pharmaceutical industry expert shall recalculate such amounts and: # AYTU shall pay any additional sums underpaid to TRIS within thirty (30) calendar days of such re-determination; or # TRIS, at its option, shall repay or, credit AYTU for any overpaid amounts. The fees and expenses charged by such accounting firm and/or pharmaceutical industry expert shall be paid by TRIS. However, if the audit discloses that the aggregate Royalty Payments relating to all Products to TRIS was underpaid during the audit period by more than five per cent (5%), then AYTU shall pay the reasonable fees and expenses charged by the accounting firm and/or pharmaceutical industry expert. Each Party shall forthwith pay any amounts discovered to be due by it to the other pursuant to an audit together with interest from the date payment was originally due at a rate equal to the floating annual rate of 2% above the commercial prime rate as published in the Wall Street Journal on the next Business Day following receipt of the auditor’s report. The results of such audit shall be final and binding on the Parties. The Former Owner shall have access to the results of such audit.

TRIS shall maintain and shall require its Subsidiaries and sublicensees to maintain, at their respective offices, accurate and complete books and records of the Net Sales of each of the AG Products in such form and in such reasonable detail as to enable AYTU, to verify the Net Sales of each of the AG Products in the Territory and the AG Product Royalty Payments. Upon the written request of AYTU not more than once per calendar year, TRIS shall permit an independent certified public accounting firm and/or suitably qualified pharmaceutical industry expert jointly selected by TRIS and AYTU to have access during normal business hours to such of the records of TRIS as may be reasonably necessary to verify the accuracy of the Net Sales and AG Product Royalty Payments for each AG Product for any calendar year ending not more than four (4) full years prior to the date of such request. If such accounting firm and/or pharmaceutical industry expert concludes that there are discrepancies in the reporting or calculation of the Net Sales or the AG Product Royalty Payments for an AG Product, such accounting firm or pharmaceutical industry expert shall recalculate such amounts and: # TRIS shall pay any additional sums overpaid by AYTU or underpaid to AYTU, as the case may be, within thirty (30) calendar days of such re-determination; or # AYTU shall repay TRIS for any overpaid amounts by TRIS or underpaid amounts by AYTU. The fees and expenses charged by such accounting firm and/or pharmaceutical industry expert shall be paid by AYTU. However, if the audit discloses that the aggregate AG Product Royalty Payments relating to all AG Products to AYTU was underpaid during the applicable audit period by more than five per cent (5%), then TRIS shall pay the reasonable fees and expenses charged by the accounting firm and/or pharmaceutical industry expert. Each Party shall forthwith pay any amounts discovered to be due by it to the other pursuant to an audit together with interest from the date payment was originally due at a rate equal to the floating annual rate of 2% above the commercial prime rate as published in the Wall Street Journal on the next Business Day following receipt of the auditor’s report.