Defective Products. Any Products delivered to [[Organization B:Organization]] by [[Organization A:Organization]] which are finally determined to be a Defective Product or contain a Latent Defect in accordance with Section 3.2, shall be replaced at [[Organization A:Organization]]'s expense. In the event the Product is determined to have a Latent Defect, the Product will be promptly returned to the [[Organization A:Organization]] by the [[Organization B:Organization]].

Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed initial Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares, Private Placement Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such proposed initial Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

Non-Returnable Products. Return of Products that would have been subject to return under separate agreement or for Nonconforming Products, shall not be permitted to be returned for the following circumstances (each “Non-Returnable Products”). Non-Returnable Products will not be eligible for authorized return and ​ will neither receive credit nor be released from payment obligations in the event of an unauthorized return that is outside of the eligible return criteria set forth under separate agreement. For the avoidance of doubt, the following Products shall not be eligible for credit

Products and Services. Part ​(a) of the Disclosure Schedule identifies each Product sold or offered for sale by the Seller or any Seller Affiliate as of the date of this Agreement.

Selection of Products. For each Development Candidate, during the Late Clinical Development Term and following review of the data from activities under the applicable Early Clinical Development Plan and Late Clinical Development Plan, the JSC will decide whether such Development Candidate should be selected as a Product for Commercialization pursuant to a Joint Commercialization Plan in accordance with the terms and conditions of this Agreement. If, following the review of data from activities under the applicable Early Clinical Development Plan and Late Clinical Development Plan, the JSC does not agree whether such Development Candidate is appropriate for selection as a Product, then a Party may exercise its Opt-Out Right with respect to such Development Candidate and associated Product in accordance with Section 3.2.

Delivery of Products. AYTU shall provide TRIS with appropriate instructions for each shipment of the Products, designating the carrier, destination, method of transport and insurance requirements. TRIS shall make available all Products supplied under this Agreement FCA (INCOTERMS 2010) TRIS’ designated U.S. warehouse facility. AYTU shall pay all freight, insurance charges, taxes, inspection fees and other reasonable and documented out-of- pocket charges applicable to the shipping and transport of the Products purchased by AYTU hereunder (“Freight Charges”). Within five (5) Business Days following TRIS’ notification by email or fax to AYTU of the availability of ordered Product, AYTU shall notify TRIS by email or fax of the date and time for pickup, and the identity of the Person (which may be AYTU) that will pick up such Product order. The date and time of pickup shall be during normal business hours and within five (5) Business Days of TRIS’ notification. Notwithstanding the foregoing or anything else to the contrary contained in this paragraph, if AYTU # does not timely send the required notification to TRIS; # does not pick up the Product order as scheduled; or # requests that TRIS arrange for delivery, then TRIS may arrange for delivery and/or deliver Product (with its own trucks or otherwise); and the greater of $1,000 or reasonable and documented out-of-pocket costs incurred by TRIS for Freight Charges shall be added to the Transfer Price. If TRIS’ notification is within plus/minus five Business Days of the delivery date requested in the applicable Firm PO then the associated delivery shall be deemed timely. Further, if TRIS delivers between # 90% of Product ordered either # in a Firm PO or # in the applicable binding portion of a Forecast and # 110% of Product ordered # in a Firm PO or # in the applicable binding portion of a Forecast, then the Firm PO shall be deemed modified to conform to the amount delivered and TRIS shall be deemed to have fully satisfied its obligations with respect to quantities thereunder.

Legacy Royalty Products. Legacy and its Affiliates shall use Commercially Reasonable Efforts to ensure that, to the extent reasonably possible and provided for under the Existing Ag Agreement and, if applicable, any Downstream Agreement, # all Legacy Licensees shall permanently and legibly mark all Legacy Royalty Products and related documentation manufactured for commercial sale by Ag Partner, its Affiliates, and any other Legacy Licensees in the United States with a patent notice as may be permitted or required under Title 35, United States Code, # without limitation of the foregoing and to the extent permitted by Applicable Laws, Ag Partner, its Affiliates, and any other Legacy Licensees mark Legacy Royalty Products (through a marking on containers, packaging or labels, or otherwise) made, sold, or otherwise disposed of by it or them with any notice of patent rights reasonably necessary, in any country where Legacy Royalty Products are sold, to # enable Primary Patents (to the extent relating to Legacy Royalty Products or their use or manufacture) and Ag Partner Patents or Legacy Patents Covering Legacy Royalty Products to be enforced to their full extent or # ensure the availability of all potential legal or equitable remedies with respect to any infringement of any such Primary Patents, Ag Partner Patents, or Legacy Patents, # Ag Partner and its Affiliates use Commercially Reasonable Efforts to ensure that DAS Licensees are subject to, and comply with, substantially similar obligations with respect to Legacy Royalty Products and related documentation manufactured for commercial sale by or on behalf of DAS Licensees.

Primary Royalty Products. To the extent reasonably possible, Primary and its Affiliates shall permanently and legibly mark all Primary Collaboration Derived Products and related documentation manufactured for commercial sale by Primary or its Affiliates in the United States under this Agreement with a patent notice as may be permitted or required under Title 35, United States Code. Further, and without limitation of the foregoing, to the extent permitted by Applicable Laws, Primary and its Affiliates shall mark Primary Collaboration Derived Products (through a marking on containers, packaging or labels, or an Orange Book or similar listing) made, sold, or otherwise disposed of by it or them with any notice of patent rights reasonably necessary, in any country where Primary Collaboration Derived Products are sold, to # enable Legacy Patents (to the extent Covering such Primary Collaboration Derived Products) to be enforced to their full extent or # ensure the availability of all potential legal or equitable remedies with respect to any infringement of any such Legacy Patents. Primary and its Affiliates shall use Commercially Reasonable Efforts to ensure that Primary Sublicensees are subject to, and comply with, substantially similar obligations with respect to Primary Royalty Products and related documentation manufactured for commercial sale by or on behalf of Primary Sublicensees.

Discontinuations; New Products. Nothing in this Article 1 or elsewhere in this Agreement shall preclude the Corporation from discontinuing the sale of any Product which the Corporation reasonably concludes is no longer profitable or otherwise feasible for the Corporation to sell, provided the Corporation gives the Distributor at least ninety (90) prior written notice of such discontinuation. If the Corporation develops additional eco-safe all natural agrochemical products the Distributor shall automatically have the right to distribute and sell these additional products. In this event the Corporation shall so advise the Distributor in writing, and the Distributor shall have thirty (30) from the date of such notice to determine whether it wishes to decline the right to distribute and sell such new product. If Distributor does nothing in aforesaid 30 day period, said product(s) shall be added to Exhibit “A” as a Product. If the Distributor declines, the Corporation may distribute the new product itself or through another distributor or commission agent in the Territory.

Prior to ​’s initial release of the ​ Product, ​ shall ​ in order to ensure that adequate security has been incorporated to prevent ​ within the ​ Product. Upon ​’s foregoing written approval for the ​ Product, ​ may exercise its rights under the license granted in [Section 8.3.3.2], unless and until ​ desires to ​ submit such new method ​.