If TRIS, AYTU or their Affiliates, shall be sued or threatened with suit during the Term or with respect to actions during the Term by a Third Party for infringement of any patent of a Third Party or for misappropriation of any Third Party know-how, trade secret, proprietary, technical or confidential or the development, manufacture and commercialization of a Product (which for purposes of this [Section 7] includes an AG Product) in the Territory (other than infringement or misappropriation of any copyright or trademark arising out of the marketing and/or sale of a Product in the Territory during the Term) (each, an “Infringement Action”), such Party shall promptly notify the other Party in writing (whether such action was brought against AYTU or TRIS). During the Term and thereafter with respect to events arising during the Term, TRIS shall have the right, but not the obligation, to undertake control of and manage and defend such Infringement Action, including, without limitation, selection of counsel, and settling such Infringement Action subject to AYTU’s consent as set forth below. AYTU shall, promptly upon TRIS’s request, provide reasonable assistance in conducting the litigation. TRIS shall have the right to settle the Infringement Action only with the consent of AYTU, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, AYTU shall not have the right to settle such action.

Infringement Actions by TRIS or their Affiliates, shall be sued or threatened with suitAYTU. In the event that any Party becomes aware during the Term or with respect to actions during the Term by a Third Party for infringement of any patent of a Third PartyPerson infringing or forpotentially infringing the Product Technology, whether by direct or indirect infringement, or by misappropriation of any Third Party know-how, trade secret, proprietary, technicalProduct Technology, or confidentialthat a Person has filed a certification under 21 USC 355(b)(2)(A)(iv) or [Section 355(j)(2)(A)(vii)(IV)] (or successor provisions) of the development, manufacture and commercialization ofHatch-Waxman Act relating to a Product (which for purposes of this [Section 7] includes an AG Product) in the Territory (other than infringement or misappropriation of any copyright or trademark arising out of the marketing and/or sale of a Product in the Territory during the Term) (each, an “Infringement Action”(a “Hatch-Waxman Certification”), such Partyit shall promptly notify the other Party and in writing (whetherthe case of a Hatch Waxman Notification shall provide a copy to the other Party within two Business Days of receipt thereof. TRIS in its sole discretion shall determine whether an action should be commenced relating to such infringement, potential infringement or certification, TRIS shall control and manage any such action was brought against AYTU or TRIS). During the Term and thereafter with respect to events arising during the Term, TRIS shall have the right, but not the obligation, to undertake control of and manage and defend such Infringement Action, including,(including without limitation, selectioncontrol over the settlement of counsel, and settling such Infringement Actionaction, subject to AYTU’s consent for such settlement as set forth below.provided below), and AYTU shall, promptly uponshall cooperate with TRIS and join the action as reasonably requested. Each Party shall be responsible for fifty percent (50%) of the ongoing costs and expenses (including attorney’s fees) and any damages, settlements, or judgements related to any such action. AYTU shall reimburse TRIS for AYTU’s share of such costs and expenses within thirty (30) days after the date of TRIS’ invoice for same. Any and all amounts recovered with respect to such an action shall be applied first to reimburse the Parties for their reasonable and documented out-of-pocket expenses (including reasonable attorney’s request, provide reasonable assistancefees) in conductingprosecuting such infringement or misappropriation and the litigation.remainder shall be shared equally. TRIS shall have the right to settle the Infringement Actionsuch action only with the consent of AYTU, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, AYTU shall not have the right to settle such action.

In the event that a Party becomes aware of actual or threatened with suit during the Term or with respect to actions during the Term by a Third Party for infringement of any patent of a Third Party or for misappropriation of any Third Party know-how, trade secret, proprietary, technical or confidential orTrademark used in connection with the development, manufacture and commercialization of a Product (which for purposes of this [Section 7] includes an AG Product) in the Territory (other than infringement or misappropriation of any copyright or trademark arising out of the marketing and/or sale of a Product in the Territory during the Term) (each, an “Infringement Action”), suchProduct, that Party shall promptly notify the other Party in writing (whether suchwriting. AYTU shall have the right but not the obligation to bring an action was brought against AYTU or TRIS). During the Term and thereafter with respect to events arising during the Term,such infringement against any Third Party for infringement of an AYTU Mark. TRIS shall have the right, but not the obligation,obligation to undertake controlbring an action with respect to such infringement against any Third Party for infringement of a TRIS Mark. AYTU, in the case of AYTU Marks and manageTRIS in the case of TRIS Marks, shall bear all reasonable and defenddocumented out-of-pocket costs and expenses of the action (including court costs, reasonable fees of attorneys, accountants and other experts and other expenses of litigation or proceedings) and shall be entitled to any recovery in such Infringement Action, including, without limitation, selection of counsel, and settling such Infringement Action subject to AYTU’s consent as set forth below. AYTU shall, promptly upon TRIS’s request, provide reasonable assistance in conducting the litigation. TRIS shall have the right to settle the Infringement Action only with the consent of AYTU, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, AYTU shall not have the right to settle suchinfringement action.

With respect to any and all claims instituted by Third Parties against TRIS or AYTU or any of their Affiliates,respective Affiliates for Trademark infringement involving the Marketing of the Product TRIS shall be sued or threatened with suit during the Term or with respect to actions during the Term by a Third Party for infringement ofsolely responsible for, and indemnify AYTU against, any patent of a Third Party or for misappropriation of any Third Party know-how, trade secret, proprietary, technical or confidential or the development, manufacture and commercialization of a Product (which for purposes of this [Section 7] includes an AG Product) in the Territory (other than infringement or misappropriation of any copyright or trademarkall Losses arising out of or resulting from the marketing and/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 saleresulting from the use of a Product in the Territory during the Term) (each, an “Infringement Action”), such Party shall promptly notify theany other Party in writing (whether such action was broughtTrademark. If any claim is made against AYTU or TRIS). During the Term and thereafter with respect to events arising during the Term, TRIS shall have the right, but not the obligation, to undertake control of and manage and defend such Infringement Action, including, without limitation, selection of counsel, and settling such Infringement Action subject to AYTU’s consent as set forth below. AYTU shall, promptly upon TRIS’s request, provide reasonable assistance in conducting the litigation. TRIS shall have the right to settle the Infringement Action onlyconnection with the consentuse of AYTU, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt,TRIS Marks, AYTU shall not havemay cease using the right to settleTRIS Marks until such action.claim is favorably resolved.

by TRIS upon written notice to AYTU if AYTU or their Affiliates, shall be suedits Subsidiaries directly, or threatenedindirectly by controlling, providing assistance or direction to a Third Party, # file an action seeking to invalidate or challenge the validity or enforceability of, # oppose any extension of, or # commence any interference or opposition proceeding with suit duringrespect to, any Patent included in TRIS Intellectual Property Rights (“TRIS Patent Rights“) and listed in the Term orFDA Orange Book with respect to actions during the Term byProducts (each such action, a Third Party for infringement of“AYTU Patent Challenge”). AYTU will include provisions in any patent ofagreement entered into with a Third PartySublicensee providing that if the Sublicensee or for misappropriation of any Third Party know-how, trade secret, proprietary, technicalits Affiliates undertake or confidential or the development, manufacture and commercialization of a Product (which for purposes of this [Section 7] includesthreaten an AG Product) in the Territory (other than infringement or misappropriation of any copyright or trademark arising out of the marketing and/or sale of a Product in the Territory during the Term) (each, an “Infringement Action”), such Party shall promptly notify the other Party in writing (whether such action was brought against AYTU or TRIS). During the Term and thereafterPatent Challenge with respect to events arising duringany TRIS Patent Rights under which the Term, TRIS shall have the right, but not the obligation, to undertake control of and manage and defend such Infringement Action, including, without limitation, selection of counsel, and settling such Infringement Action subject to AYTU’s consent as set forth below. AYTU shall, promptly upon TRIS’s request, provide reasonable assistance in conducting the litigation. TRIS shall haveSublicensee is granted the right to settleMarket a Product, AYTU will be permitted to terminate such sub-licensed rights. If such a Sublicensee of AYTU (or an Affiliate of such Sublicensee) undertakes an AYTU Patent Challenge of any such TRIS Patent Right relating to a Product, then AYTU upon receipt of notice from TRIS of such AYTU Patent Challenge will terminate the Infringement Action onlyapplicable sublicense agreement. In connection with the consent of AYTU, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt,such sublicense termination, AYTU shall not have the rightcooperate with TRIS’ reasonable requests to settlecause such action.a terminated Sublicensee to discontinue activities with respect to such Product;