Generic Entry. The royalty rates set forth in part ​ of this Fee Schedule that are applied to the Net Revenue of a Product in a country shall be reduced by […​…]% if a Generic Product in respect of that Product is sold in such country, beginning in the first Quarter during which such Generic Product is sold in such country.

At any time on or after a Third Party Generic Launch with respect to a Product, TRIS shall have the right to manufacture and Market an AG Product of such Product. AYTU is not permitted to Market an AG Product of a Product. If TRIS Markets AG Products during the Term of such Product, it shall pay AYTU on a Fiscal Quarterly basis ​ of TRIS’ Gross Margin for such AG Product for such Fiscal Quarter (the “AG Product Royalty Payment”), and if Gross Margin is negative then AYTU shall pay TRIS ​ of such negative Gross Margin, as more fully set forth in this [Section 6.9]; provided, however, that if Gross Margin is negative for two consecutive Fiscal Quarters, AYTU may terminate this Agreement by written notice to TRIS on thirty (30) days’ notice delivered within thirty (30) days following delivery of TRIS’ second consecutive AG Quarterly Payment Report showing that AYTU owes amounts to TRIS arising from negative Gross Margin, provided however that if together with such second consecutive AG Quarterly Payment Report, TRIS sends a notice stating that AYTU will no longer be responsible for its share of negative Gross Margin for future quarters, then AYTU may not terminate this Agreement on account of negative Gross Margin.

“Generic Product Competition” - with respect to a Product, on a country-by-country basis, Generic Product Competition shall exist if during any ​ in such country there are one or more Generic Products Commercialized by one or more Third Parties being sold in such country and the sales of such Generic Product(s) account for ​ or more of the sales revenue of the Product and its Generic Product(s) in the given country during such ​ as determined by reference to applicable sales data obtained from IMS Health, Verispan or from such other reasonable source for such sales data as may be used and relied upon by Ovid from time to time, provided however if sale of such Generic Product(s) falls below ​ of the sales revenue of the Product and its Generic Products for more than ​, Generic Product Competition shall be deemed no longer to exist.

Book-Entry. As soon as practicable after the Grant Date of an Award, the Company shall cause its transfer agent to maintain a book entry account in the Participant’s name reflecting the Award, which shall be subject to applicable stop transfer instructions.

Book Entry. In lieu of the issuance of stock certificates evidencing Shares, the Company may use a “book entry” system in which a computerized or manual entry is made in the records of the Company to evidence the issuance of such Shares. Such Company records are, absent manifest error, binding on all parties.

Early Entry. Provided that Tenant and its agents do not unreasonably interfere with Landlord's work in the Premises, Landlord shall allow Tenant access to the Premises beginning on the date estimated to be two (2) weeks prior to Substantial Completion of the Improvements for the purpose of Tenant installing furniture and equipment in the New Premises. Prior to Tenant's entry into the New Premises as permitted by the terms of this [Section 6.4], Tenant shall submit certificates of insurance reasonably acceptable to Landlord and shall submit a schedule to Landlord (and Landlord's contractor, if so requested by Landlord), for their approval, which schedule shall detail the timing and purpose of Tenant's entry. Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the New Building or New Premises and against injury to any persons caused by Tenant's actions pursuant to this [Section 6.4].

“Generic Equivalent” means with respect to a product, a generic pharmaceutical product that is therapeutically equivalent to such product, where “therapeutically equivalent” means: an AA or AB rating is assigned to such product’s entry in the list of drug products with effective approvals published in the then-current edition of FDA’s publication “Approved Drug Products with Therapeutic Equivalence Evaluations” and any current supplement to the publication (also known as the “Orange Book”) referred to in 21 C.F.R. 314.3 and such product is covered by an ANDA.

ENTRY BY LANDLORD. Landlord reserves the right at all reasonable times and upon reasonable notice to Tenant (except in the case of an Emergency) to enter the Premises to # inspect them; # show the Premises to prospective purchasers, or to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last nine (9) months of the Lease Term, to prospective tenants; # post notices of nonresponsibility (to the extent applicable pursuant to then applicable law); or # repair the Premises or the Building, or for structural repairs to the Building or the Building's systems and equipment as provided under the Lease. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes. In an Emergency, Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant's use of or access to the Premises in connection with any such entry, and shall comply with Tenant's reasonable security measures. Landlord shall hold confidential any information regarding Tenant’s business that it may learn as a result of such entry.

Book-Entry Registration. The Restricted Shares initially will be evidenced by book-entry registration only, without the issuance of a certificate representing the Restricted Shares.

Notwithstanding the foregoing if there is a Third Party Generic Launch of any Product, then: # no Royalty Make Whole Payment shall be payable for any Make Whole Payment Commercial Year after the Make Whole Payment Commercial Year in which the Third Party Generic Launch occurs; and # the Minimum Unit Sales Commitment Shortfall for the Make Whole Payment Commercial Year in which the Third Party Generic Launch occurs, shall be calculated by prorating the Minimum Unit Commitment for such Make Whole Payment Commercial Year based upon the ratio that the total number of days during such Make Whole Payment Commercial Year prior to the Third Party Generic Launch bears to three hundred sixty- five (365).