At any time on or after a Third Party Generic Launch with respect to a Product, TRIS shall have the right to manufacture and Market an AG Product of such Product. AYTU is not permitted to Market an AG Product of a Product. If TRIS Markets AG Products during the Term of such Product, it shall pay AYTU on a Fiscal Quarterly basis ​ of TRIS’ Gross Margin for such AG Product for such Fiscal Quarter (the “AG Product Royalty Payment”), and if Gross Margin is negative then AYTU shall pay TRIS ​ of such negative Gross Margin, as more fully set forth in this Section 6.9; provided, however, that if Gross Margin is negative for two consecutive Fiscal Quarters, AYTU may terminate this Agreement by written notice to TRIS on thirty (30) days’ notice delivered within thirty (30) days following delivery of TRIS’ second consecutive AG Quarterly Payment Report showing that AYTU owes amounts to TRIS arising from negative Gross Margin, provided however that if together with such second consecutive AG Quarterly Payment Report, TRIS sends a notice stating that AYTU will no longer be responsible for its share of negative Gross Margin for future quarters, then AYTU may not terminate this Agreement on account of negative Gross Margin.

Within forty-five (45) calendar days (sixty (60) days in the case of the last Fiscal Quarter in a calendar year) after the last day of each Fiscal Quarter of each calendar year during the Term commencing with the Fiscal Quarter of TRIS’ launch of an AG Product, TRIS shall furnish to AYTU a written report (the “AG Quarterly Payment Report”) setting forth for such Fiscal Quarter, # the Net Sales of each Product (including the number of units shipped times the invoiced price per unit and the details of all deductions from gross sales to arrive at Net Sales, with Net Sales determined as in the definition of Gross Margin); # the date of TRIS’ launch of such Product during such period (if applicable), # the amount of the AG Product Royalty Payment to be made to AYTU, together with reasonable supporting documentation with respect thereto. TRIS shall also remit to AYTU, by the due date of each AG Quarterly Payment Report for each Fiscal Quarter, a payment equal to the AG Product Royalty Payment for the AG Product for such Fiscal Quarter. Such AG Quarterly Payment Reports shall be subject to the audit provisions of Section 6.9(d). Notwithstanding the foregoing, if the AG Quarterly Payment Report shows that the Gross Margin is negative then AYTU shall pay TRIS ​ of such negative Gross Margin, within thirty (30) days of receipt of the AG Quarterly Payment Report.

by TRIS, upon thirty (30) calendar days prior written notice to AYTU, at any time after twenty-four (24) months following a Third Party Generic Launch, in the event that for any full calendar year commencing after such twenty-four month period, the sum of # TRIS’ Royalty Payments and # TRIS’ share of Gross Margin from the sale of AG Products is less than ​.