Infringement Claims. Except as set forth in Part ​(l) of the Disclosure Schedule, no infringement, misappropriation or similar claim or Proceeding is pending or, to the Knowledge of the Seller, threatened against the Seller or any Seller Affiliate or, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by the Seller or any Seller Affiliate and no Contract binds the Seller or any Seller Affiliate to indemnify, defend or hold harmless any Person with respect to any infringement, misappropriation or similar claim, in each case relating to the Business (other than indemnification provisions in the Seller’s or any Seller Affiliate’s standard forms of Contracts). Except as set forth in Part ​(l) of the Disclosure Schedule, the Seller has not received any written notice or other communication relating to any actual, alleged or suspected infringement, misappropriation or violation by the Seller or any of the Seller’s Representatives in conducting the Business, or in developing, manufacturing, promoting or selling any Product, of any Intellectual Property of another Person, including any letter or other communication suggesting or offering that the Seller obtain a license to any Intellectual Property of another Person.

Defense of Claims. Each party entitled to indemnification under this Article VIII (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: # such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; # the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and # any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee’s own expense; provided, however, that if # the Indemnitee’s employment of its own legal counsel has been authorized by the Company, # the Company’s counsel has reasonably determined that there may be a conflict of interest between the Indemnitee and the Company in the defense of such Claim, # after a Change in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or # the Company shall not in fact have employed counsel to assume the defense of such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.

Defense to Future Claims. Executive agrees that in the event that any claim, suit or action shall be commenced by her against the Company arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suits or actions relating to her employment with Patterson or any prior agreement with Patterson, through this date, this Agreement shall constitute a complete defense to any such claims, suits or actions so instituted.

Executive’s termination of employment shall mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall, to the maximum extent possible, be administered, interpreted and construed in a manner consistent with Code Section 409A; provided, that in no event shall the Company have any obligation to indemnify the Executive from the effect of any taxes under Code Section 409A.

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify

Non-Infringement. Except as set forth on [Schedule 2.19(a)] of the Company Schedules: # the use, practice or other exploitation of the Company Intellectual Property owned, used, practiced or otherwise commercially exploited by the Company or any Subsidiary, # the development, manufacturing, licensing, sublicensing, marketing, importation, offer for sale, sale or use of any Company Product as conducted and as proposed to be conducted, and # any of the Company’s or its Subsidiaries’ business practices and methods and proposed business practices and methods, in each case, to the knowledge of the Company, # have not infringed upon, misappropriated or otherwise constituted an unauthorized use of or otherwise violated the Intellectual Property Rights of any Person, # do not infringe upon, misappropriate, constitute an unauthorized use of or otherwise violate the Intellectual Property Rights of any Person, and # if any Company Products in development were to be manufactured, licensed, marketed, imported, offered for sale, sold or used as of the date hereof, would not infringe upon, misappropriate, constitute an unauthorized use of or otherwise violate the Intellectual Property Rights of any Person. Neither the Company nor any Subsidiary has received any charge, complaint, claim, demand or notice alleging any infringement, misappropriation, or violation of the Intellectual Property Rights of any Person. Except as set forth on [Schedule 2.19(a)] of the Company Schedules, # the Company IP Registrations are not the subject of any challenge and # to the Company’s knowledge, no Person is materially infringing upon any of the Company Intellectual Property.

With respect to any and all claims instituted by Third Parties against TRIS or AYTU or any of their respective Affiliates for Trademark infringement involving the Marketing of the Product TRIS shall be solely responsible for, and indemnify AYTU against, any and all Losses arising out of or resulting from the use of the TRIS Marks and AYTU shall be solely responsible for, and indemnify TRIS and its Affiliates against, any and all Losses arising out of or resulting from the use of any other Trademark. If any claim is made against AYTU in connection with the use of the TRIS Marks, AYTU may cease using the TRIS Marks until such claim is favorably resolved.

​ = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Infringement Proceedings. Bank shall take no action of any kind with respect to marks deemed confusingly similar to any of the Company Marks, except with the express written authorization of Company, and shall, at the request and expense of Company, cooperate in such action as Company may deem appropriate under the circumstances for the protection of the Company Marks. Notwithstanding the foregoing, it is understood and agreed that Company shall take all reasonable steps to prevent infringement of the Company Marks by any credit provider.