Distributor Sublicense Agreement. All distribution of ​ Applications through Distributors shall be pursuant to a written and executed agreement between ​ and the Distributor (or, in the case of a sub-Distributor, with the original Distributor) which # grants the Distributor no greater rights and imposes on the Distributor no lesser obligations than those granted to and imposed on ​ under this OEM Agreement; # prohibits the Distributor from reverse engineering, disassembling, decompiling or otherwise attempting to derive any source code from the ​ Application (and, by implication, the Licensed Software embedded therein); and # provides that the Distributor shall only distribute ​ Applications pursuant to written and executed licenses that themselves comply with the terms of this subparagraph and are consistent with the terms required of ​ Customers under this OEM Agreement.

Distributor is solely responsible for all payment collections from any sub-distributor. Distributor is solely responsible for all payments to Manufacturer for all purchase orders submitted by Distributor on behalf of any sub-distributor or Distributor. Failure to pay within the payment terms set forth in this agreement may result in a hold placed on all orders submitted by Distributor or on behalf of a sub-distributor.

The Distributor is responsible for all purchase orders submitted to the Manufacturer on behalf of a sub-distributor. Manufacturer will not be held liable to any sub-distributor for any pricing errors, delays or omissions on any purchase order submitted by Distributor.

Manufacturer agrees to not sell directly to any sub-distributor appointed by Distributor during contractual period.

Manufacturer retains the right to request termination of this agreement with any sub-distributor without limitation if the sub-distributor fails to adhere to the principals and standards for best business practices. The distributor will initiate the termination proceedings as per the provisions set forth in the sub-distributor Sales Agreement and will effect termination upon receipt of full payment of any outstanding invoices. Upon termination, the Distributor will remove all Manufacturers property, including but not limited to product samples and all marketing material.

The Manufacturer reserves the right to change, modify, or otherwise alter the composition of any Product or part thereof and/or the list of Products available to the Distributor at any time without notice to the Distributor. If any such change is made, the Manufacturer shall not be obligated to make the change to any Products currently ordered by the Distributor or previously shipped to the Distributor.

Title and Risk of Loss: Title to all Products shall pass to the Distributor upon the Manufacturer’s delivery of the Products. Upon the Manufacturer’s delivery of the Products, the Distributor shall bear and be liable for all risk of loss and/or damage to the Products. In the event the Distributor resells any Products prior to full payment, title to the purchase price received by the Distributor shall be forever held by the Distributor in trust for the Manufacturer’s benefit until the full purchase price, including interest, if any, has been paid to the Manufacturer.

The duration of this Agreement shall be for twenty years with two 10-year options to renew provided Distributor is in good standing so long as Distributor meets the benchmarks set forth in [Article 7]. In the event Distributor fails to meet the aforesaid benchmarks, then corporation shall have the right to terminate this Agreement giving the Distributor written notice to terminate this Agreement ninety (90) days prior to the termination date.

The Distributor shall not use the Trademarks in any manner which suggests an affiliation with the Corporation other than that of distributor of the Products;

(the “Distributor”).

Assignment: No right or interest of the Distributor hereunder or arising out of this Agreement may be assigned or otherwise transferred, whether by operation of law or otherwise, without the prior written consent of the Manufacturer and no delegation of any obligation owed by Distributor hereunder shall be made without the prior written consent of the Manufacturer. Any transaction affecting the ownership of 10% or more of Distributor equity or its capital stock (if a corporation) or changing the respective interests of its partners (if a partnership) shall be considered an assignment for purposes of this Agreement.

Enforcement: Both parties agree that the Manufacturer would be irreparably harmed and money damages would be inadequate compensation to the Manufacturer in the event the Distributor breaches any provision of [Sections 26 or 27]7]. Accordingly, both parties agree that the Manufacturer is entitled to an injunction or other equitable relief against the Distributor and/or any party acting on behalf of the Distributor or at its direction, in addition to pursuing all other legal remedies available to the Manufacturer. All the provisions of [Sections 26 and 27]7] and this [Section 28] shall survive the expiration or termination of this Agreement.

any distributor, original equipment manufacturer, reseller, value added reseller, sales agent, advertising, agency or manufacturer’s representative Contract;

AYTU shall register and sell the Products only using National Drug Codes that reflect AYTU as the distributor.

As the Distributor, seller and Exporter of the Product(s) described in Schedule “A”, ​ agrees to:

The Distributor shall not put or retain the Trademarks in the Distributor’s own name or any business name;

Advertising: The Distributor has the right to advertise the Products within the Territory. Any advertising shall be done according to the following reasonable rules and conditions: # all advertising in any form shall be done at the Distributor’s sole expense; # all advertising must conspicuously display the Manufacturer’s name, trademarks, copyright and other proprietary notices; # all advertising copy, news releases and/or other publicity must be submitted to and approved by the Manufacturer prior to use. Any advertising considered incorrect or inappropriate by the Manufacturer shall not be used by the Distributor. The Distributor shall be solely responsible for all consequences of its advertising, and shall indemnify, defend and hold the Manufacturer harmless from all damages and other liabilities that in any way arise out of such advertising; and # the Distributor acknowledges that the reason for these reasonable rules is to protect the public and the goodwill associated with the Manufacturer’s trademarks and Products, and to ensure that no claim or statement is made which may be viewed as misleading or inaccurate. The Distributor acknowledges that there is no intent or purpose to control or dictate the Distributor’s operations or marketing plans by the Manufacturer

Distributor purchase orders must be placed in current master carton quantities. All custom and special orders require 100% prepayment.

The minimum purchases to be made by Distributor during each year period commencing ​, are as follows:

The Manufacturer shall solely own and have exclusive worldwide right, title and interest in all domestic and foreign patents, trademarks, copyrights, mask works, trade secrets and all other intellectual property rights regarding the Products and/or any derivative works thereof (collectively, the “Intellectual Property”), and the Distributor shall never challenge the validity thereof. The Distributor shall never acquire any interest in or to the Intellectual Property.