Joint Power Supply Agreement between WPL, WPSC and MGE dated February 2, 1967.

Reference is made to the Amended and Restated SutroVax Agreement, dated October 12, 2015, by and between ​ and Sutro, as amended (the “License Agreement”), the Supply Agreement, dated May 29, 2018, by and between ​ and Sutro, as amended (the “Supply Agreement”), and the Key Process Transfer Terms regarding ​, by and between ​ and Sutro (the “​ Term Sheet,” and collectively with the other agreements, the “Existing Agreements”). Any capitalized terms used in this Agreement but not defined herein have the meaning set forth in the applicable Existing Agreement. [Section 1.25] (Interpretation) of the Supply Agreement hereby is incorporated into (and shall apply to) this Agreement, mutatis mutandis.

The revision 1) a) above shall also apply to the energy charge set forth in Article I section 1.03 of the Joint Power Supply Agreement. The revision 1) b) above shall not apply to the capacity charge set forth in Article I, Section 1.03 of the Joint Power Supply Agreement.

Business Development. Biose remains free to conduct any business development activities, during the term of this Agreement for the manufacture and supply of non-genetically modified single Strain Product intended for oral delivery, as long as performance of such manufacturing and/or supply activities begins after the termination of this Agreement.

“St. Stefanus General Supply Agreement” means the General Supply Agreement, dated as of June 16, 2011, between Brouwerij Van Steenberge NV and an Affiliate of Miller Parent, as amended as of September 20, 2012, and binding upon the JV pursuant to the Deed of Adherence dated as of September 20, 2012.

Inbound Licenses. Part ​(c) of the Disclosure Schedule identifies as of the date of this Agreement each Contract pursuant to which any third-party Intellectual Property necessary for the conduct of the Business is licensed, sold, assigned, or otherwise conveyed or provided to the Seller or any Seller Affiliate (the “Inbound Licenses”) (other than # commercially available software or software‑as‑a-service agreements or # licenses or grants of rights ancillary to commercial agreements entered into in the Ordinary Course of Business (including with respect to manufacturing, customer, supply, distribution, retail and marketing agreements)).

Matters not covered in this Agreement shall be subject to a Purchase Order. In case of any conflict between the Supply Assurance Agreement and this Agreement, the terms and provisions of this Agreement shall prevail. The penalties payable by the Supplier to the Customer hereunder may be deducted by the Customer from the amount payable to the Supplier relating to supply of products.

Amendment No. 2 to Joint Power Supply Agreement dated August 17, 2001 (ATC transfer).

4.1Compliance with Laws. Supplier shall supply to Purchaser Supply Deliverables that are manufactured in compliance with all applicable present and future orders, regulations, requirements and laws of any and all federal, state, provincial and local authorities and agencies of the territory or territories where such Supply Deliverables are manufactured, including without limitation all laws and regulations of such territories applicable to the transportation, storage, use, handling and disposal of hazardous materials. Supplier shall obtain and maintain (and shall cause its vendors to obtain and maintain) all government permits, including without limitation health, safety and environmental permits, necessary for the conduct of the actions and procedures undertaken to supply the Supply Deliverables during the Term of this Agreement.

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.