If, after the commencement of a Supply Interruption for which TRIS has not provided to AYTU a Supply Resumption Notice within six (6) months of AYTU’s declaration of a Supply Interruption (pursuant to Section 5.7(b)), AYTU is unable to engage an alternate Third Party supplier to begin supplying a Competing Product to AYTU within six (6) months after AYTU’s declaration of a Supply Interruption (pursuant to Section 5.7(b)), AYTU may terminate this Agreement by written notice to TRIS.

If AYTU obtains a Competing Product from another source pursuant to this Section 5.7 and thereafter during the Term TRIS is able to resume supplying AYTU’s requirements of the Product in accordance with the provisions of this Agreement, TRIS shall promptly notify AYTU in writing that TRIS is able to resume supplying AYTU’s requirements of the Product to AYTU under the terms of this Agreement and at AYTU’s request, provide AYTU with reasonable evidence to AYTU’s reasonable satisfaction of TRIS’ ability to do so (a “Supply Resumption Notice”). After AYTU’s receipt of a Supply Resumption Notice, AYTU will resume purchasing the Product from TRIS and TRIS will resume supplying the Product to AYTU, in accordance with the provisions of this Agreement as quickly as commercially practicable. The Supply Interruption will be deemed to have expired upon AYTU’s receipt of TRIS’ Supply Resumption Notice. Notwithstanding anything to the contrary contained in this Agreement, during the pendency of a Supply Interruption and until AYTU re-commences the purchase of Product exclusively from TRIS following a Supply Resumption Notice, AYTU shall remit to TRIS Royalty Payments with respect to the Net Sales from sales of the Competing Product as if such Competing Product were the Product under this Agreement, in accordance with Section 6.3.

In addition, if at any time or times during the Term for any reason (including a Force Majeure Event), # TRIS # fails to deliver any Product meeting the requirements of this Agreement to AYTU for ​ consecutive days following the date provided for delivery on an outstanding Firm PO and # does not deliver any Product meeting the requirements of this Agreement against any other Firm POs during such ​ day period, or # the Service Level is not at least sixty-five percent (65%) over a period equal to the greater of # six (6) consecutive months, and # the number of consecutive whole months in which an aggregate of at least twenty (20) batches of Product are scheduled for delivery to AYTU pursuant to Firm POs issued in accordance with Section 5.2 (and the forecast requirements of Section 5.1) (each a “Triggering Event”), then within thirty (30) days of the occurrence of such Triggering Event, AYTU may declare a supply interruption (“Supply Interruption”) by notice to TRIS. Neither a Triggering Event nor a Supply Interruption shall constitute a breach of this Agreement (provided TRIS is using Commercially Reasonable Efforts to supply the Product). Upon sending a timely notice to TRIS, AYTU may, notwithstanding Section 3.3 or any other provision of this Agreement, obtain all or any part of its requirements of a Competing Product for sale in the Territory from other sources and Market such Competing Product in the Territory. Such sourcing of a Competing Product by AYTU from other sources and Marketing such Competing Product as provided in this Section 5.7 will not be deemed a breach or default of any provision of this Agreement by AYTU.