“Manufacture” and “Manufacturing” means all activities related to the production, manufacture, processing, filling, finishing, packaging, labeling, shipping and holding of any product or any intermediate thereof, including process development, process qualification and validation, scale-up, pre-clinical, clinical and commercial manufacture and analytic development, product characterization, stability testing, quality assurance and quality control.

Supplier shall permit representatives of Buyer to visit Supplier’s facilities for the purpose of observing the manufacturing, testing, labeling, packaging and storing of the Parts. Buyer agrees to give Supper reasonable notice of any proposed visit to the facilities. Any such visits shall be during normal business hours on work days and any information gathered during such visits shall be kept confidential in accordance with the provisions of Article 10 hereof.

Ownership of Technical Information. As between the Parties, # all Intellectual Property Rights and inventions related primarily to a Product, whether developed pursuant to this Agreement or otherwise, shall be owned solely by TRIS during and after the Term of such Product, and # all Intellectual Property Rights used in the formulation, manufacture, Labeling and/or Packaging of a Product (excluding AYTU Marks), whether developed pursuant to this Agreement or otherwise shall be solely owned by TRIS during and after the Term of such Product.

“Primary Product-Related Materials” means all advertising and promotional materials (including but not limited to flyers, brochures, pamphlets and electronic media), labeling and packaging materials, and any materials or items similar to the foregoing to the extent, in each case, pertaining exclusively to any Primary Royalty Products in the Primary Field and in the possession or control of Primary or any Affiliate thereof, and all copyright and similar rights to the contents thereof, provided that the foregoing rights shall not include any rights to any trademark, logos, or the like other than Primary Product Trademarks.

Highland Packaging Highland Packaging Solutions, LLC, a Florida limited liability company and

Indemnification by Denali. Denali shall defend, indemnify and hold harmless ​ and their respective officers, directors, shareholders, employees and agents from and against any and all Third Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or in any way attributable to # the inaccuracy or breach of any representation, warranty, or covenant made by Denali under this Agreement, # the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products by or on behalf of Denali, # the negligence or willful misconduct of Denali or its respective officers, directors, employees or agents, or # Denali’s failure to comply with Applicable Law with respect to the manufacture, use, labeling, importation or marketing of Licensed Products; in each case except to the extent that such Losses are attributable to # ​’s breach of any representation, warranty, or covenant made by ​ under this Agreement, # ​’s breach of its obligations under this Agreement, and/or # the negligence or willful misconduct of ​, its Affiliates or their respective officers, directors, employees, or agents.

“Legacy Product-Related Materials” means # DAS Product-Related Materials and # all other advertising and promotional materials (including but not limited to flyers, brochures, pamphlets and electronic media), labeling and packaging materials, and any materials or items similar to the foregoing to the extent, in each case, pertaining exclusively to any Legacy Royalty Products in the Legacy Field and in (or coming into) the possession or control of Legacy or any Affiliate thereof upon or following any termination of any Downstream Agreement, and all copyright and similar rights to the contents thereof, provided that the foregoing rights shall not include any rights to any trademark, logos, or the like other than Legacy Product Trademarks.

Prior to the beginning of each calendar quarter, Buyer shall provide to Supplier a written forecast of the number of Parts expected to be ordered in the following three (3) month period. Based on the forecast, Supplier shall purchase Raw Materials for the manufacturing, labeling and packaging of the Parts, in such quantities, in Supplier's reasonable judgment, that are required to fill forecasted orders during such period. Buyer shall reimburse Supplier for any Raw Materials which remain in Supplier’s possession following the termination of this Agreement or a decision of Buyer or an agreement of the Parties which render such Raw Materials obsolete or not useable by Supplier hereunder. Reimbursement shall be made at actual cost including appropriate overheads.

UCC Financing Statement against Peninsula Packaging, LLC with the Secretary of State for the State of California, original file # ​, by Allied Packaging Corp.

is packaging and shipping materials;