Product Recall. In the event that either Party believes it may be necessary to conduct a recall, field correction, market withdrawal, stock recovery, or other similar action with respect to any Product which was sold under this Agreement (a “Recall”), AYTU and TRIS shall promptly consult with each other in good faith as to how best to proceed, it being understood and agreed that the final decision as to any Recall of any Product sold by AYTU or its Subsidiaries or its Sublicensees shall be made by AYTU, as AYTU is responsible for notifying regulatory agencies of any recall market withdrawals, etc., provided, however, that neither Party shall be prohibited hereunder from taking any action that it is required to take by Applicable Law. Each of TRIS and AYTU shall make a permanent, complete and accurate record of all costs incurred by it in connection with any Product recall.

To the extent any Recall or seizure of any Product sold by AYTU or its Subsidiaries or its Sublicensees is caused by or is the result of the breach or default of any covenant, warranty or obligation in this Agreement or any applicable sublicense agreement by AYTU or its Subsidiaries or its Sublicensees or the negligence, mistake or omission of AYTU (or any subcontractor or other Third Party engaged by AYTU or its Subsidiaries or its Sublicensees) (any of such events being referred to as “AYTU’s Fault”) AYTU shall: # reimburse (or at TRIS’ option, credit) TRIS for all reasonable and documented out-of-pocket costs and expenses incurred by TRIS in connection with the Recall or seizure; and # as provided in Section 13.1(a), indemnify and hold TRIS and its Subsidiaries harmless from and against any and all damages to or claims by Third Parties associated with or resulting from any such Recall or seizure.