Control. The Indemnifying Party shall have the right, exercisable by notice to the Indemnified Party within ten (10) Business Days after receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that # the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, # the Third Party Claim seeks solely monetary damages and # the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in [clauses (a), (b) and (c) above] are collectively referred to as the “Litigation Conditions”). Within ten (10) Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party shall cooperate, and shall cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within ten (10) Business

Control. The performance of Services by Service Provider for Recipient pursuant to this Agreement shall in no way impair the absolute control of the business and operations of Service Provider or Recipient by their respective Boards of Directors. Service Provider shall act hereunder so as to assure the separate operating identity of-Recipient. The performance of Service Provider under this Agreement with respect to the business and operations of Recipient shall at all times be subject to the direction and control of the Board of Directors of Recipient.

No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant to [Section 13(a)].

The Parties will negotiate and enter into a Safety Data Exchange Agreement for the Products in a form mutually agreed to before the Launch of the first Product. AYTU shall prepare all adverse drug experience reports to be filed with the FDA pursuant to 21 CFR §§ 314.80(b) and (c) and provide copies to TRIS prior to the date required to be filed pursuant to such regulations, and where practicable at least five (5) days prior to such date. AYTU as the Product NDA holder shall file such reports with the FDA. AYTU will comply with [Schedule 7.11] of the Asset Sale Agreement (dealing with pharmacovigilance) as if it were TRIS and provide to TRIS copies of all written communications provided to or by it by Former Owner and TRIS will provide to AYTU all information provided to it pursuant to such schedule by the Former Owner. Until May 31, 2019, AYTU will timely provide to TRIS, field alerts, warning letters and adverse event reports, and other information reasonably requested by TRIS to enable TRIS to comply with its monthly reporting obligations under the last sentence of [Section 7.12] of the Asset Sale Agreement.

No Termination Event. No event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes a Purchase and Sale Termination Event, an Unmatured Purchase and Sale Termination Event, a Termination Event or an Unmatured Termination Event.

The respective obligations of a Party hereunder shall be suspended during the time and to the extent that such Party is prevented from complying therewith by a Force Majeure Event provided that such Party shall have given written notice thereof, specifying the nature and details of such event and the probable extent of the delay, to the other Party.

Employment Termination Event. An “Employment Termination Event” will be deemed to have occurred upon either: # the involuntary termination of your employment for reasons other than Cause (as defined in Section 3(f)), or # the voluntary termination of your employment for Good Reason (as defined in Section 3(g)).

the aggregate amount of proceeds received by the Payee or its Affiliates in respect of the Affiliated/Strategic Assets purchased pursuant to all previous Liquidity Event Notices has not exceeded, and will not exceed as a result of the current Liquidity Event Notice, the applicable Liquidity Cap; and

Event of Default. The occurrence of any of the following will constitute an “Event of Default” under this Note:

Springing Recourse Event. Notwithstanding anything to the contrary in this Agreement, the Note or any of the other Loan Documents, # neither the Agent nor the Lender shall be deemed to have waived any right which the Agent or the Lender may have under [Section 506(a), 506(b), 1111(b)])])] or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Obligations secured by any Mortgage or to require that all collateral shall continue to secure all of the Obligations in accordance with the Loan Documents, and # notwithstanding that the Loan is fully recourse to each Borrower, the Debt shall also be fully recourse to each Guarantor pursuant to the terms of the Guaranty of Recourse Obligations # in the event of: # any Borrower Party filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; # the filing of an involuntary petition against any Borrower Party under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law if and only if any Borrower Related Person solicited, acted in concert with, colluded with, conspired with or otherwise assisted the petitioning creditors in connection with such involuntary petition; # any Borrower Related Person consenting to, acquiescing in, or otherwise joining in any involuntary petition filed against any Borrower Party by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; # any Borrower Related Person making, consenting to, otherwise joining in or soliciting, colluding, conspiring or acting in concert with any others in furtherance of an application for the appointment of a custodian, liquidator, receiver or trustee for any Borrower Party or any portion of any Property; # any Borrower Party making an assignment for the benefit of creditors; or # any Borrower Party admitting in writing in any legal proceeding its insolvency or inability to pay its debts as they become due; # in the event of a breach of the covenant set forth in [Section 4.1.31] hereof; # if any Borrower Party fails to obtain the Agent’s prior written consent to # any Indebtedness of any Borrower for borrowed money in violation of this Agreement or # any Lien encumbering any Property or the Collateral or any indirect interest (of any form of ownership) in any Property, the Collateral or any Borrower (other than Permitted Encumbrances) if such Lien was filed by, or such filing was affirmatively approved or acquiesced to by, a Borrower Related Person; # other than a Permitted Transfer, the occurrence, without the prior written consent of the Agent, of # any Transfer of all or any portion of any Property (or any interest therein), # any Transfer of all or any portion of the Collateral (or any interest therein), # any Transfer of any direct or indirect interest in any Borrower, # any Change of Control and/or # without limitation of the [foregoing clauses (A), (B), (C) or (D)])])])], a Sale or Pledge of any Property (or any interest therein), the Collateral (or any interest therein) or any direct or indirect interest in any Borrower in order to obtain additional financing for any Borrower Related Person; or # if any Borrower Related Person interferes with or hinders the prosecution of any enforcement action or the exercise of rights or remedies by the Agent or the Lender under any Loan Document, or seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding any defense against the Agent or the Lender or any right in connection with any security for the Loan.